425: Terex Supplements Merger Proxy Amid Shareholder Lawsuits

Terex Corporation filed a Form 8-K to supplement its definitive joint proxy statement/prospectus for the proposed merger with REV Group, Inc., addressing shareholder lawsuits alleging disclosure deficiencies.

Summary

• Terex Corporation (Terex) and REV Group, Inc. (REV) entered into a Merger Agreement on October 29, 2025.
• A definitive joint proxy statement/prospectus was filed on December 23, 2025, for a special meeting on January 28, 2026, to vote on the Terex stock issuance proposal.
• Following the definitive proxy statement filing, three lawsuits were filed by purported stockholders (two against REV and its board, one against Terex, its board, and REV), alleging material information omissions regarding the mergers.
• Both Terex and REV also received demand letters from purported stockholders alleging disclosure deficiencies.
• Terex believes the allegations are without merit and that the proxy statements comply with applicable law, requiring no further disclosure.
• To mitigate risks of delay or adverse effects on the merger and minimize litigation costs, Terex and REV voluntarily supplemented the definitive proxy statement without admitting liability or wrongdoing.
• The supplemental disclosures do not change the consideration for REV stockholders or the timing of the Special Meeting.
• The Board continues to recommend voting FOR the proposals, including the Terex stock issuance proposal.
• The filing amends and supplements sections of the Definitive Proxy Statement, including background of the mergers, opinions of financial advisors (Barclays for Terex, J.P. Morgan for REV), and Terex's unaudited prospective financial information.
• Barclays received $4.0 million for its opinion, with an additional $18.0 million payable upon merger completion, and a potential discretionary performance fee of up to $2.0 million. Barclays received approximately $5.5 million from Terex for investment banking services from January 1, 2023, through October 22, 2025, and has not performed services for REV in the past two years.

Sentiment

Score: 5

Explanation: The filing addresses legal challenges to a proposed merger by providing supplemental disclosures. While management denies the merit of the claims, the existence of multiple lawsuits and demand letters introduces uncertainty and potential delays, which is a negative. However, the proactive response to mitigate these risks and the reaffirmation of the board's recommendation for the merger provide some stability.

Positives

• Management is proactively addressing shareholder concerns by voluntarily supplementing disclosures to mitigate litigation risks and potential delays, even while denying the merit of the claims.
• The Board continues to recommend voting FOR the merger proposals, indicating confidence in the transaction.
• The supplemental disclosures do not alter the merger consideration for REV stockholders or the Special Meeting timeline.

Negatives

• Multiple lawsuits and demand letters from purported stockholders have been filed against both Terex and REV, alleging material disclosure deficiencies in the merger proxy statement.
• These legal actions could potentially delay or adversely affect the consummation of the mergers, despite management's efforts to mitigate.
• The company is incurring costs, risks, and uncertainties inherent in litigation.

Risks

• Timing, receipt, and terms and conditions of any required governmental or regulatory approvals of the Mergers.
• Ability of the parties to satisfy the conditions precedent and consummate the proposed Mergers.
• Timing of consummation of the proposed Mergers.
• Ability of the parties to secure any required stockholder approval in a timely manner or on the terms desired or anticipated.
• Failure of the parties to obtain the financing required to consummate the mergers.
• Ability to achieve anticipated benefits and savings expected from the proposed Mergers.
• Risks related to the potential disruption of management's attention from the ongoing business operations of the Company due to the pending Mergers.
• Outcome of any legal proceedings related to the proposed Mergers, including the three lawsuits and shareholder demand letters.
• General risks associated with the respective businesses, including the general volatility of the capital markets, terms and employment of capital, share price volatility, interest rates or general economy.
• Potential adverse effects or changes to the relationships with customers, competitors, suppliers or employees or other parties resulting from the announcement, pendency or completion of the proposed Mergers.
• Unpredictability and severity of catastrophic events, including but not limited to the risks related to the effects of pandemics and global outbreaks of contagious diseases (such as the COVID-19 pandemic) and domestic or geopolitical crises, such as terrorism, military conflict (including the outbreak of hostilities between Russia and Ukraine and Israel and Hamas), war or the perception that hostilities may be imminent, political instability or civil unrest, or other conflict.

Future Outlook

The company expects to complete the proposed transactions, but acknowledges that forward-looking statements involve risks and uncertainties that could cause actual events to differ materially. The Board continues to recommend the merger proposals. The company has no obligation to update forward-looking statements except as required by federal securities laws.

Management Comments

• Terex believes that the allegations in the Shareholder Letters and Actions are without merit, that each of the Preliminary Proxy Statement and the Definitive Proxy Statement complies with applicable law, and that no further disclosure is required.
• Solely in order to mitigate any risk of the Shareholder Letters and Actions delaying or otherwise adversely affecting the consummation of the mergers and to minimize any costs, risks, and uncertainties inherent in any litigation related thereto, and without admitting any liability or wrongdoing, Terex and REV Group have determined to voluntarily supplement the Definitive Proxy Statement.
• The Board continues to recommend that you vote FOR each of the proposals to be voted on at the Special Meeting described in the Definitive Proxy Statement, including the proposal to approve the Terex stock issuance proposal.

Industry Context

The merger involves Terex, a manufacturer of aerial work platforms and materials processing equipment, and REV Group, a manufacturer of specialty vehicles. The divestiture of Terex's Aerials business was a pre-condition to the transaction, suggesting a strategic focus shift for Terex. The combined entity will operate across various industrial, construction, and specialty vehicle sectors, with a new CEO (Mr. Meester from Terex) and a specific board composition. The transaction aims to create a combined company with anticipated synergies.

Comparison to Industry Standards

• Barclays' analysis of Terex comparables showed a median Enterprise Value / 2026 EBITDA of 9.4x, with Terex itself at 8.4x.
• Barclays' analysis of REV comparables showed a median Enterprise Value / 2026 EBITDA of 10.8x, with REV itself at 10.8x.
• J.P. Morgan's analysis for REV selected a FV/2026E Adj. EBITDA Multiple reference range of 9.0x to 11.5x, while for Terex, it selected a range of 7.0x to 9.0x.
• Comparable companies and their 2025E/2026E Adj. EBITDA multiples included: Oshkosh Corporation (8.0x/7.3x), Federal Signal Corporation (18.9x/16.8x), The Toro Company (12.0x/10.8x), Alamo Group Inc. (9.3x/8.7x), Douglas Dynamics, Inc. (10.6x/9.4x), Astec Industries Inc. (9.1x/9.1x), Hyster-Yale Materials Handling, Inc. (8.7x/6.1x), Thor Industries, Inc. (9.6x/9.4x), Winnebago Industries, Inc. (11.7x/9.6x).
• The implied perpetuity growth rates used in Barclays' DCF for Terex (0.2% to 3.9%) and REV (2.0% to 5.1%) provide context on long-term growth expectations relative to industry peers.

Management Changes

Corporate Governance

Legal Proceedings

• Carter v. REV Group, Inc., et al., No. 650076/2026: Lawsuit filed by a purported REV stockholder against REV and its Board of Directors in the Supreme Court of the State of New York.
• Stevens v. REV Group, Inc., et al., No. 650177/2026: Additional lawsuit filed by a purported REV stockholder against REV and its Board of Directors in the Supreme Court of the State of New York.
• Garfield v. Cholmondeley, et al., No. FBT-CV26-6155173-S: Lawsuit filed by a purported Terex stockholder against Terex, members of Terex's Board of Directors, and REV in the Superior Court of the State of Connecticut, Judicial District of Bridgeport.
• Shareholder Letters: Demand letters received by both Terex and REV from purported stockholders alleging disclosure deficiencies in the Preliminary Proxy Statement and/or the Definitive Proxy Statement.
• Allegations: The Actions generally allege that the Definitive Proxy Statement omits material information regarding the mergers.
• Relief Sought: The Actions seek, among other things, an injunction enjoining the Special Meeting and/or consummation of the mergers until alleged disclosure deficiencies are corrected, rescission of the mergers or damages in the event the mergers are consummated, and an award of costs, including reasonable attorneys and experts fees.

Stakeholder Impact

• Shareholders (Terex & REV): Potential impact from the merger, including the stock issuance proposal. Lawsuits and demand letters indicate some shareholders believe they are not receiving adequate information, which the supplemental disclosures aim to address.
• Management: Attention may be disrupted due to pending mergers and legal proceedings, potentially diverting focus from ongoing business operations.
• Employees, Customers, Competitors, Suppliers: Potential adverse effects or changes to relationships resulting from the announcement, pendency, or completion of the proposed mergers, as highlighted in the risk factors.

Next Steps

• Special meeting of Terex stockholders to be held virtually on January 28, 2026, at 10:00 a.m. Eastern Time, to vote on the Terex stock issuance proposal.
• Consummation of the mergers, subject to conditions precedent and stockholder approval.

Key Dates

Recommendation

The proposed merger between Terex and REV Group is proceeding, with the board reaffirming its recommendation. However, the existence of multiple shareholder lawsuits alleging disclosure deficiencies creates a degree of uncertainty and potential for delays or additional costs. While management is proactively providing supplemental disclosures to mitigate these risks, the litigation itself is a notable concern. Investors should hold their positions and closely monitor the outcome of the special meeting on January 28, 2026, and any further developments in the legal proceedings before making new investment decisions. The financial projections and valuations provided by the advisors offer a basis for the merger, but the legal overhang warrants caution.

Keywords

Merger, Acquisition, SEC Filing, Form 8-K, Terex Corporation, REV Group, Proxy Statement, Shareholder Lawsuit, Corporate Governance, Financial Advisory, Discounted Cash Flow, EBITDA, Unlevered Free Cash Flow, Special Meeting