Form 4: REV Group Director Converts Shares in Terex Merger

REV Group Director Charles Dutil converted his common stock and restricted stock units into Terex shares and cash following the merger of REV Group into Terex Corporation.

Summary

• Charles Dutil, a Director of REV Group, Inc., reported changes in his beneficial ownership due to the merger of REV Group into Terex Corporation.
• The merger, effective February 2, 2026, resulted in REV Group becoming a wholly-owned subsidiary of Terex.
• Dutil disposed of 45,239 shares of REV Group common stock, which were converted into 0.9809 shares of Terex common stock and $8.71 in cash per REV Group share.
• Dutil also disposed of 2,105 shares related to Issuer Restricted Stock Unit (RSU) awards.
• These RSU awards were converted into Terex RSU awards, covering 1.1309 times the original number of shares, plus a restricted cash payment for accrued dividend equivalents.
• Following these transactions, Dutil beneficially owns 0 shares of REV Group common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for REV Group shareholders, as it represents the successful completion of a merger providing a defined return, albeit with the cessation of independent public trading.

Positives

• The merger provides a clear exit strategy and liquidity event for REV Group shareholders.
• Shareholders received a combination of Terex common stock and cash, offering both continued equity exposure and immediate value.
• Restricted stock units were converted into equivalent Terex awards, maintaining incentive alignment for award holders.

Negatives

• REV Group ceases to be an independent publicly traded entity, removing its stock from direct market trading.
• Shareholders no longer have direct ownership in REV Group as a standalone company.

Risks

• The value of the Terex common stock received is subject to market fluctuations.
• Integration risks associated with the merger between REV Group and Terex Corporation.

Future Outlook

The filing indicates the successful completion of the merger, with REV Group becoming a wholly-owned subsidiary of Terex Corporation. The future outlook for former REV Group shareholders is now tied to the performance of Terex Corporation and the integration of the acquired entity.

Industry Context

StockSavvy.ai notes that this merger signifies consolidation within the specialized vehicle manufacturing sector, where Terex Corporation, a global manufacturer of aerial work platforms and materials processing machinery, is expanding its portfolio by acquiring REV Group, a manufacturer of specialty vehicles. This move could enhance Terex's market position and operational synergies.

Comparison to Industry Standards

• The merger consideration, a mix of cash and stock, is a common structure in M&A transactions, allowing sellers to participate in future upside while receiving immediate liquidity.
• The conversion of RSUs into equivalent awards in the acquiring company is standard practice to retain key personnel and align incentives post-merger.
• Specific comparable companies or projects are not detailed in this Form 4, which focuses on insider transactions post-merger.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Former REV Group shareholders received a combination of Terex common stock and cash, and no longer hold direct equity in REV Group.
• Employees: Restricted stock unit awards were converted into Terex RSU awards, maintaining incentive alignment for employees holding such awards.

Next Steps

• Former REV Group shareholders will now hold shares in Terex Corporation and/or cash.
• Integration of REV Group's operations into Terex Corporation.

Key Dates

Keywords

REV Group, REVG, Terex Corporation, Merger, Acquisition, Form 4, Insider Trading, Director, Stock Conversion, Restricted Stock Units, Corporate Action