Form 4: REV Group Director Reports Merger-Related Share Conversion

A director of REV Group, Inc. reported the conversion of common stock and restricted stock units into Terex Corporation shares and cash as part of a merger effective February 2, 2026.

Summary

• David C. Dauch, a director of REV Group, Inc. (REVG), reported changes in his beneficial ownership due to a merger with Terex Corporation.
• The merger, based on an Agreement and Plan of Merger dated October 29, 2025, involves REV Group becoming a wholly-owned subsidiary of Terex Corporation.
• Effective February 2, 2026, Dauch's 3,944 shares of REV Group common stock were cancelled and converted into the right to receive 0.9809 shares of Terex common stock and $8.71 in cash per REV Group share.
• An additional 2,105 shares of REV Group common stock were also cancelled and converted under the same terms, resulting in zero REV Group shares beneficially owned by Dauch after the transaction.
• Outstanding restricted stock unit (RSU) awards of REV Group were cancelled and converted into Terex RSU Awards, with each Issuer RSU share converting into 1.1309 shares of Terex Common Stock, maintaining original vesting criteria.
• Accrued but unpaid dividend equivalents on Issuer RSU Awards were converted into restricted cash payments.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for the reporting person, as it represents the successful completion of a merger, providing a combination of cash and equity in the acquiring company. For REV Group shareholders, it signifies the realization of value from the acquisition.

Positives

• The merger provides REV Group shareholders, including the reporting director, with a combination of Terex common stock and cash, offering immediate liquidity and continued equity participation in the acquiring entity.
• The conversion of restricted stock units into Terex RSUs with adjusted terms ensures continuity of incentive compensation for the director within the new corporate structure.

Negatives

• The director no longer holds direct beneficial ownership in REV Group, Inc., as it becomes a wholly-owned subsidiary of Terex Corporation.
• The 'disposed of at $0' price for the REV Group shares in the Form 4 table is a technical reporting requirement for a non-market transaction and does not reflect the actual value received through the merger consideration.

Future Outlook

The filing indicates the future completion of a merger on February 2, 2026, resulting in REV Group becoming a wholly-owned subsidiary of Terex Corporation.

Industry Context

StockSavvy.ai notes that this merger signifies consolidation within the specialized vehicle manufacturing or industrial equipment sector, with Terex Corporation expanding its portfolio by acquiring REV Group. Such transactions often aim to achieve synergies, expand market reach, or integrate complementary product lines.

Comparison to Industry Standards

• The merger consideration of 0.9809 shares of Terex common stock and $8.71 in cash per REV Group share is a specific deal term. Without the full merger agreement or market data at the time of the agreement, a direct comparison to industry benchmarks for similar acquisitions (e.g., multiples of EBITDA, revenue, or premium to pre-announcement share price) is not possible from this Form 4 alone. However, typical merger premiums range from 20-40% over the target's unaffected share price.

Stakeholder Impact

• Shareholders (REV Group): Receive cash and Terex common stock, converting their investment into the acquiring company.
• Shareholders (Terex Corporation): Experience dilution from new share issuance but gain REV Group's assets and market position.
• Employees (REV Group): RSUs are converted, maintaining incentive structure, but broader employment impacts are not detailed.
• Management (REV Group): The director's ownership changes, indicating a shift in corporate structure and potentially management roles, though not explicitly stated here.

Next Steps

• The completion of the merger on February 2, 2026, will result in REV Group, Inc. operating as a wholly-owned subsidiary of Terex Corporation.
• The director will hold Terex common stock and Terex RSU Awards, subject to their original vesting criteria.

Key Dates

Keywords

REV Group, REVG, Terex Corporation, Merger, Form 4, Beneficial Ownership, Stock Conversion, Restricted Stock Units, Director, Acquisition