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

Terex Corporation's President of Specialty Vehicles, Michael Edward Virnig, reported a significant change in beneficial ownership following the merger with REV Group, Inc.

Summary

• Michael Edward Virnig, President of Specialty Vehicles at Terex Corporation (TEX), reported changes in his beneficial ownership of company common stock and restricted stock units (RSUs) effective February 2, 2026.
• The changes resulted from the completion of the merger between Terex Corporation and REV Group, Inc., as outlined in the Merger Agreement dated October 29, 2025.
• Each share of REV Common Stock was converted into 0.9809 shares of Terex Common Stock and $8.71 in cash merger consideration.
• REV Restricted Stock Unit (RSU) Awards were automatically assumed by Terex and converted into Terex RSU Awards, with the number of shares adjusted by an Award Exchange Ratio of 1.1309.
• Mr. Virnig acquired 41,748 shares of Terex Common Stock through the conversion of his REV Common Stock.
• He also acquired 46,576 Terex RSU Awards through the conversion of his REV RSU Awards.
• Following these transactions, Mr. Virnig beneficially owns a total of 88,324 shares, which includes the 46,576 Terex RSU Awards.
• The Terex RSU Awards have vesting schedules: 23,766 units vest on December 31, 2026; 17,572 units vest on December 31, 2027; and 5,238 units vest on December 31, 2028, all contingent on continued employment.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting the successful completion of a strategic merger and the alignment of executive incentives with the combined company's performance through significant RSU holdings.

Positives

• The successful completion of the merger between Terex Corporation and REV Group, Inc. indicates strategic execution.
• An executive's continued significant beneficial ownership, including RSUs, aligns management interests with long-term shareholder value.

Risks

• The vesting of the 46,576 Terex RSU Awards is subject to the continued employment of Michael Edward Virnig or the application of certain termination of employment rights.

Future Outlook

The future outlook for Michael Edward Virnig's equity compensation is tied to his continued employment with Terex Corporation, as his 46,576 Terex RSU Awards are scheduled to vest in tranches through December 31, 2028, contingent on his ongoing service.

Industry Context

StockSavvy.ai notes this Form 4 reflects the finalization of a significant strategic merger, a common occurrence in mature industries seeking consolidation and scale. The conversion of equity awards is a standard procedure during such integration phases, ensuring continuity of executive incentives within the combined entity.

Related Party Transactions

• The conversion of Michael Edward Virnig's REV Group equity into Terex Corporation equity and cash is a related party transaction, as he is an officer of Terex Corporation, occurring as a result of the merger agreement.

Stakeholder Impact

• Shareholders of REV Group, Inc. received a combination of Terex Common Stock and cash for their shares.
• Terex Corporation shareholders now own a larger, combined entity, potentially benefiting from synergies and increased market presence.
• Employees, specifically Michael Edward Virnig, have their equity incentives transitioned to the acquiring company, maintaining alignment with the new corporate structure.

Next Steps

• Continued employment of Michael Edward Virnig for the vesting of Terex RSU Awards on December 31, 2026, December 31, 2027, and December 31, 2028.

Key Dates

Keywords

Terex, TEX, REV Group, Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock Units, RSU, Corporate Governance