Form 4: REV Group Director Reports Share Conversion Post-Terex Merger
Merger Transaction Report
A director of REV Group, Inc. reported the conversion of common stock and restricted stock units into Terex Corporation securities and cash following the acquisition of REV Group by Terex.
Summary
- Cynthia Augustine, a director of REV Group, Inc., reported changes in beneficial ownership due to a merger event.
- On February 2, 2026, Terex Corporation acquired REV Group, Inc. through a two-step merger, resulting in REV Group becoming a wholly-owned subsidiary of Terex.
- Each outstanding share of REV Group common stock held by the reporting person was cancelled and converted into the right to receive 0.9809 shares of Terex common stock and $8.71 in cash.
- Outstanding REV Group restricted stock unit awards were cancelled and converted into Terex RSU awards, covering a number of Terex Common Stock shares equal to the original Issuer RSU shares multiplied by 1.1309.
- Accrued but unpaid dividend equivalents on Issuer RSU awards were converted to a restricted cash payment, with both the new Terex RSU awards and restricted cash payments generally subject to the same vesting criteria as the original Issuer RSU awards.
- Cynthia Augustine disposed of 5,411 shares of REV Group common stock and an additional 2,105 shares (representing the RSU conversion equivalent) as part of this transaction.
- Following these transactions, Cynthia Augustine no longer beneficially owns any REV Group securities.
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, providing liquidity and continued equity participation in the acquiring entity.
Positives
- The merger provides a clear exit strategy and value realization for REV Group shareholders, including directors, through a combination of cash and stock.
- Conversion into Terex stock and cash offers immediate liquidity and continued equity participation in the acquiring entity, Terex Corporation.
Negatives
- REV Group, Inc. ceases to exist as an independent publicly traded company, removing its stock from public markets.
- Former REV Group shareholders no longer have direct exposure to REV Group's specific business performance.
Future Outlook
The filing indicates the completion of the merger, meaning REV Group, Inc. will operate as a wholly-owned subsidiary of Terex Corporation. The future outlook for former REV Group shareholders now depends on Terex Corporation's performance.
Industry Context
StockSavvy.ai notes that this acquisition by Terex Corporation signifies consolidation within the industrial equipment or specialty vehicle manufacturing sector, where both companies operate. Such mergers often aim to achieve synergies, expand market share, or diversify product offerings.
Comparison to Industry Standards
- Merger consideration often involves a mix of cash and stock, which is a common structure in large acquisitions, allowing target shareholders to participate in the future upside of the combined entity while also receiving immediate liquidity.
- The conversion of restricted stock units into equivalent awards of the acquiring company, maintaining original vesting terms, is a standard practice to retain key personnel post-acquisition.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Cynthia Augustine (of REV Group, Inc.) | N/A (REV Group ceased to be an independent public entity) | 2026-02-02 | Completion of merger where REV Group became a wholly-owned subsidiary of Terex Corporation. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Company Status | REV Group, Inc. ceased to be an independent publicly traded company and became a wholly-owned subsidiary of Terex Corporation. | 2026-02-02 | Significant change in corporate governance as REV Group's board and public reporting obligations are subsumed by Terex. |
Stakeholder Impact
- Shareholders: Former REV Group shareholders received a mix of cash and Terex stock, ending their direct investment in REV Group.
- Employees: Employees holding RSU awards had them converted to Terex RSU awards, maintaining vesting criteria, which helps with retention post-merger.
- Management: REV Group's management structure and roles are likely integrated into Terex Corporation's operations.
Next Steps
- Former REV Group shareholders will now hold Terex Corporation common stock and/or cash.
- Cynthia Augustine's future beneficial ownership changes will be reported on Terex Corporation Form 4 filings.
Key Dates
| Date | Description |
|---|---|
| 2025-10-29 | Date of the Agreement and Plan of Merger between Terex Corporation and REV Group, Inc. |
| 2026-02-02 | Effective date of the First Merger, where Merger Sub 1 merged into REV Group, making REV Group a wholly-owned subsidiary of Terex. |
| 2026-02-02 | Effective date of the conversion of REV Group common stock and restricted stock units into Terex securities and cash. |
Keywords
REV Group, REVG, Terex Corporation, Merger, Acquisition, Form 4, Beneficial Ownership, Common Stock, Restricted Stock Units, Corporate Governance, Director
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