Form 4: Director Dutil Converts REV Holdings to Terex Shares Post-Merger

Terex Corporation director Charles Dutil reported the conversion of his REV Group, Inc. common stock and restricted stock units into Terex common stock and RSUs following the completion of the merger.

Summary

• Charles Dutil, a Director of Terex Corporation (TEX), reported changes in his beneficial ownership of company securities.
• The changes resulted from the completion of the Agreement and Plan of Merger between Terex Corporation and REV Group, Inc. (REV), which became effective on February 2, 2026.
• Each share of REV Common Stock was converted into 0.9809 shares of Terex Common Stock and $8.71 in cash merger consideration.
• Each restricted stock unit (RSU) in respect of REV Common Stock was automatically assumed by Terex and converted into Terex RSU Awards based on an Award Exchange Ratio of 1.1309, plus an amount in restricted cash for accrued but unpaid dividend equivalent rights.
• Dutil acquired 44,374 shares of Terex Common Stock and 2,380 Terex RSU Awards as a result of these merger transactions.
• Following these reported transactions, Dutil beneficially owns a total of 46,754 shares of Terex Common Stock, which includes the 2,380 Terex RSU Awards.
• The 2,380 Terex RSU Awards will vest 100% on December 31, 2026, contingent upon Dutil's continued service as a Director or the application of certain termination of services rights.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily a factual report of an insider's change in beneficial ownership due to a pre-announced merger, rather than a discretionary transaction or operational update.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects the completion of a significant M&A event, the merger between Terex Corporation and REV Group, Inc. Such consolidation can lead to increased market share and operational synergies for the combined entity, potentially impacting the competitive landscape in the industrial equipment and specialty vehicle sectors.

Stakeholder Impact

• Shareholders of REV Group, Inc. received Terex common stock and cash consideration as part of the merger.
• Holders of REV RSU Awards had their awards converted into Terex RSU Awards and restricted cash.
• Charles Dutil, as a director, now holds a significant stake in the combined Terex entity, aligning his interests with Terex shareholders.

Next Steps

• Vesting of 2,380 Terex RSU Awards on December 31, 2026, subject to continued service as a Director or application of certain termination of services rights.

Key Dates

Keywords

Terex Corporation, TEX, REV Group, Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, Common Stock, Restricted Stock Units, Charles Dutil