Form 4: REV Group Director Converts Shares in Terex Merger

Maureen O'Connell, a director of REV Group, Inc., converted her common stock and restricted stock units into Terex Corporation shares and cash following the company's merger.

Summary

• Maureen O'Connell, a director of REV Group, Inc. (REVG), reported changes in her beneficial ownership due to the merger of REV Group with Terex Corporation.
• The merger, effective February 2, 2026, involved REV Group becoming a wholly-owned subsidiary of Terex.
• 13,434 shares of REV Group common stock held by O'Connell were converted into 0.9809 shares of Terex common stock and $8.71 in cash per share.
• 2,105 outstanding restricted stock unit (RSU) awards of REV Group were cancelled and converted into Terex RSU Awards, covering a number of Terex Common Stock shares equal to the original RSU shares multiplied by 1.1309.
• Accrued but unpaid dividend equivalents on the RSUs were converted into a restricted cash payment.
• The new Terex RSU Awards and restricted cash payments are subject to the same vesting criteria as the original REV Group RSU Awards.
• Following these transactions, O'Connell's beneficial ownership of REV Group common stock is 0 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for the reporting person, as it represents the successful completion of a merger, converting holdings into a larger, potentially more stable entity (Terex) with a cash component, while maintaining RSU incentives.

Positives

• The merger provides a clear exit strategy for REV Group shareholders, converting their holdings into a combination of Terex stock and cash.
• The conversion of RSUs into Terex RSUs with an adjusted multiplier (1.1309) and restricted cash for dividend equivalents ensures continuity of incentive for the director.

Future Outlook

The filing details the completed merger of REV Group, Inc. into Terex Corporation, effective February 2, 2026, resulting in REV Group becoming a wholly-owned subsidiary of Terex. Future outlook for the former REV Group operations will be integrated into Terex's overall guidance.

Industry Context

StockSavvy.ai notes that this merger reflects ongoing consolidation trends within the specialized vehicle and equipment manufacturing sectors, where companies seek to achieve scale, diversify product offerings, and enhance market position. The acquisition of REV Group by Terex Corporation suggests a strategic move by Terex to expand its portfolio, potentially leveraging REV Group's market presence in emergency vehicles, recreation vehicles, and other specialty vehicles.

Comparison to Industry Standards

• StockSavvy.ai observes that the conversion terms for REV Group shareholders, involving a mix of stock and cash, are a common structure in M&A transactions within the industrial and manufacturing sectors.
• Similar mixed consideration deals have been seen in acquisitions like Oshkosh Corporation's various strategic purchases or other consolidations in the heavy equipment space, aiming to balance immediate liquidity for sellers with continued participation in the combined entity's future growth.
• The specific ratios of stock and cash, and the RSU conversion multiplier, would typically be benchmarked against recent comparable transactions in the specialized vehicle or industrial equipment manufacturing industry, considering prevailing market valuations and synergy expectations.

Management Changes

Stakeholder Impact

• Shareholders (former REV Group): Received a combination of Terex common stock and cash for their shares, providing liquidity and continued equity participation in the acquiring entity.
• Employees (former REV Group): RSU awards converted to Terex RSU awards, maintaining incentive alignment, though broader employment impacts are not detailed in this filing.

Next Steps

• Integration of REV Group's operations into Terex Corporation.
• Continued vesting of converted Terex RSU Awards for the reporting person.

Key Dates

Keywords

REV Group, REVG, Terex Corporation, Merger, Form 4, Insider Transaction, Beneficial Ownership, Stock Conversion, Restricted Stock Units, Corporate Action