Form 4: Terex Director Boosts Stake Post-Merger with REV Group

Terex Corporation director David C. Dauch increased his beneficial ownership of common stock and restricted stock units following the merger with REV Group, Inc.

Summary

• David C. Dauch, a Director of Terex Corporation (TEX), acquired 3,868 shares of Terex Common Stock on February 2, 2026, as a result of the merger between Terex and REV Group, Inc.
• Each share of REV Common Stock was converted into 0.9809 shares of Terex Common Stock and $8.71 in cash merger consideration.
• Additionally, 2,380 Restricted Stock Units (RSUs) relating to REV Common Stock were automatically assumed by Terex and converted into Terex RSU Awards.
• The conversion of RSUs was based on an Award Exchange Ratio of 1.1309, plus any accrued but unpaid dividend equivalent rights in restricted cash.
• Following these transactions, Mr. Dauch beneficially owns a total of 6,248 shares of Terex Common Stock, which includes the 2,380 Terex RSU Awards.
• The 2,380 Terex RSU Awards are scheduled to vest 100% on December 31, 2026, contingent upon Mr. Dauch's continued service as a Director or the application of specific termination of service rights.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, primarily due to the successful completion of a significant merger and the resulting increase in a director's beneficial ownership, which aligns management interests with shareholders.

Positives

• The successful completion of the merger between Terex Corporation and REV Group, Inc. indicates strategic execution.
• Director David C. Dauch's increased beneficial ownership, even through conversion, aligns his interests further with Terex shareholders.

Risks

• The vesting of 2,380 Terex RSU Awards is subject to David C. Dauch's continued service as a Director until December 31, 2026, or specific termination of service rights.

Future Outlook

The 2,380 Terex RSU Awards held by Director David C. Dauch are expected to vest 100% on December 31, 2026, provided he continues his service as a Director or meets specific termination of service conditions.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects the successful completion of a strategic merger, indicating consolidation within the industrial equipment sector. The integration of REV Group, Inc. into Terex Corporation could enhance Terex's market position and product offerings.

Stakeholder Impact

• Shareholders of REV Group, Inc. received a combination of Terex Common Stock and cash as consideration for their shares.
• Terex Corporation shareholders will see the integration of REV Group's assets and operations, potentially impacting future performance.
• Director David C. Dauch's increased stake in Terex Corporation enhances his alignment with shareholder interests.

Next Steps

• Continued service of David C. Dauch as a Director of Terex Corporation until December 31, 2026, for the full vesting of his Terex RSU Awards.

Key Dates

Keywords

Terex, TEX, REV Group, merger, acquisition, Form 4, beneficial ownership, director, common stock, RSU, corporate governance