Form 4: REV Group Executive's Stock Holdings Shift Post-Terex Merger

Stephen Zamansky's beneficial ownership in REV Group, Inc. common stock will change significantly following the merger with Terex Corporation, converting his holdings into Terex shares and cash on February 2, 2026.

Summary

• REV Group, Inc. (the 'Issuer') will merge with and into Tag Merger Sub 1 Inc., a wholly owned subsidiary of Terex Corporation, with REV Group continuing as the surviving corporation and a wholly owned subsidiary of Terex.
• Immediately following the first merger, REV Group will merge with and into Tag Merger Sub 2 LLC, another wholly owned subsidiary of Terex, with Tag Merger Sub 2 LLC continuing as the surviving corporation.
• Stephen Zamansky, SVP, General Counsel & Secretary of REV Group, Inc., is the reporting person for these transactions.
• At the effective time of the first merger on February 2, 2026, each outstanding share of REV Group common stock held by the reporting person will be cancelled and converted into the right to receive 0.9809 shares of Terex common stock and $8.71 in cash without interest.
• Outstanding performance stock unit awards (Issuer PSU Awards) will be converted into Terex restricted stock unit awards (Terex RSU Awards) covering a number of Terex Common Stock shares equal to the Issuer PSU Award shares (assuming forecasted performance) multiplied by 1.1309, plus a restricted cash payment for accrued dividend equivalents.
• Outstanding restricted share awards (Issuer RSAs) will be converted into Terex restricted stock awards (Terex RSAs) covering a number of Terex Common Stock shares equal to the Issuer RSA shares multiplied by 0.9809, plus a restricted cash payment of $8.71 multiplied by the number of Issuer RSA shares.
• Outstanding restricted stock unit awards (Issuer RSU Awards) will be converted into Terex RSU Awards covering a number of Terex Common Stock shares equal to the Issuer RSU Award shares multiplied by 1.1309, plus a restricted cash payment for accrued dividend equivalents.
• All resulting Terex RSU Awards, Terex RSAs, and restricted cash payments are generally subject to the same vesting criteria as their corresponding original Issuer awards, except for performance-vesting conditions for PSUs.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it represents the successful completion of a merger and the orderly conversion of executive equity, providing clarity on holdings post-transaction.

Positives

• The merger provides a clear valuation and conversion mechanism for REV Group equity holders, including executives.
• The conversion of equity awards into Terex securities and cash aligns the executive's interests with the acquiring company, Terex Corporation.
• The executive receives a combination of cash and stock in the new parent company, offering both liquidity and continued equity participation.

Negatives

• The executive will no longer hold direct equity in REV Group, Inc., as it becomes a wholly-owned subsidiary of Terex Corporation.

Future Outlook

The filing details the future conversion of REV Group, Inc. securities into Terex Corporation securities and cash, effective February 2, 2026, as a result of the previously announced merger agreement dated October 29, 2025. This outlines the specific terms for the executive's equity holdings post-merger.

Industry Context

StockSavvy.ai notes that such Form 4 filings are standard procedure following significant corporate actions like mergers and acquisitions. They provide transparency on how executive equity holdings are transitioned from the acquired entity to the acquiring company, ensuring compliance with SEC regulations and aligning management incentives with the new corporate structure.

Comparison to Industry Standards

• The conversion ratios and mechanisms for common stock, PSUs, RSAs, and RSUs are typical for all-cash and stock-for-stock mergers in the industrial sector, similar to recent transactions involving companies like Caterpillar or Deere & Company when acquiring smaller specialized manufacturers.
• The use of a combination of cash and stock in the conversion of common shares is a common strategy to offer immediate value while also providing continued exposure to the combined entity's future performance.
• The conversion of performance-based awards (PSUs) and restricted awards (RSAs, RSUs) into equivalent awards of the acquiring company, often with adjusted multipliers, is a standard practice to retain key personnel and maintain continuity of incentive programs post-merger.

Stakeholder Impact

• Shareholders of REV Group, Inc. will have their common stock converted into a combination of Terex Corporation common stock and cash.
• Employees holding equity awards (PSUs, RSAs, RSUs) in REV Group, Inc. will have these converted into equivalent Terex Corporation awards and restricted cash payments, subject to similar vesting criteria.

Key Dates

Keywords

REV Group, REVG, Terex Corporation, Merger, Form 4, Beneficial Ownership, Stock Conversion, Restricted Stock Units, Performance Stock Units, Restricted Share Awards, Stephen Zamansky