Form 4: REV Group Director Converts Shares in Terex Merger

REV Group Director Kathleen M. Steele reports the conversion of her common stock and restricted stock units into Terex Corporation shares and cash following the merger.

Summary

• Director Kathleen M. Steele reported changes in beneficial ownership of REV Group, Inc. securities due to the company's merger with Terex Corporation, effective February 2, 2026.
• 8,718 shares of REV Group common stock were cancelled and converted into 0.9809 shares of Terex common stock and $8.71 in cash per share.
• 2,105 shares underlying outstanding restricted stock unit (RSU) awards were cancelled and converted into Terex RSU awards, multiplied by 1.1309, and restricted cash payments.
• Following these transactions, Kathleen M. Steele beneficially owns 0 shares of REV Group, Inc. common stock.
• The new Terex RSU awards and restricted cash payments are subject to the same vesting criteria as the original REV Group RSU awards.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral-to-positive event for the reporting person, as it represents the expected completion of a strategic transaction and conversion of holdings into the acquiring entity. For former REV Group shareholders, it's the realization of the merger value.

Positives

• Completion of the merger provides a clear exit strategy and value realization for REV Group shareholders.
• Director Steele's equity holdings are converted into shares of the acquiring company, Terex, maintaining her stake in the combined entity's future.

Negatives

• REV Group, Inc. common stock is no longer publicly traded, removing an independent investment option.
• The conversion of RSUs into Terex RSUs means continued vesting requirements, not immediate liquidity for that portion of the compensation.

Risks

• The filing itself is a post-merger transaction report and does not detail new risks. The inherent risk for the reporting person is the performance of Terex Corporation post-merger, as her equity is now tied to it.

Future Outlook

The filing indicates the successful completion of the merger, with REV Group, Inc. now operating as a wholly-owned subsidiary of Terex Corporation. Future performance of the former REV Group assets will be integrated into Terex's overall financial reporting.

Management Comments

• No direct management quotes are provided in this Form 4 filing, which is a transactional report.

Industry Context

StockSavvy.ai notes that this merger signifies further consolidation within the specialized vehicle and equipment manufacturing sector. The acquisition of REV Group by Terex Corporation suggests a strategic move by Terex to expand its product portfolio and market reach, potentially leveraging REV Group's expertise in emergency vehicles, recreation vehicles, and other specialty vehicles. This trend of larger players acquiring niche manufacturers is common in mature industries seeking growth through diversification and synergy.

Comparison to Industry Standards

• StockSavvy.ai observes that the merger consideration, involving both cash and stock, is a common structure in industry acquisitions, balancing immediate liquidity for shareholders with continued participation in the combined entity's future.
• Similar mixed consideration deals have been seen in the industrial sector, such as the acquisition of Rockwell Collins by United Technologies, or various transactions in the automotive supply chain.
• The specific ratios of cash and stock, and the RSU conversion terms, would typically be benchmarked against recent comparable transactions in the specialty vehicle or industrial equipment manufacturing space, though specific comparable companies or projects are not detailed in this Form 4.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings are mentioned in this Form 4 filing.

Related Party Transactions

• No related party transactions are mentioned beyond the merger itself, which is a transaction between the issuer and an acquiring entity.

Stakeholder Impact

• Shareholders (former REV Group): Received cash and Terex stock for their REV Group shares, realizing value from the acquisition.
• Employees (REV Group): The filing does not explicitly detail employee impact, but mergers often lead to organizational restructuring. RSU holders (like Ms. Steele) had their awards converted, indicating continuity for some equity-based compensation.
• Customers/Suppliers (REV Group): Operations are now under Terex, potentially leading to changes in product lines, distribution, or supply chain management.

Next Steps

• Integration of REV Group's operations into Terex Corporation.
• Future financial reporting of the combined entity by Terex Corporation.
• Ongoing vesting of converted Terex RSU awards for Kathleen M. Steele.

Key Dates

Keywords

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