Rev Group SEC Filings

Terex Corporation filed an update on its planned merger with REV Group, addressing shareholder litigation and adding detail to its joint proxy statement. Several stockholders of REV and Terex have filed lawsuits and sent demand letters alleging disclosure deficiencies; Terex and REV dispute these claims but are voluntarily supplementing disclosures to avoid delays to the mergers and the upcoming special meeting.

The supplement clarifies that an initial all‑stock merger proposal envisioned Terex stockholders owning 61.5% of the combined company after divesting Terex’s Aerials business, with REV stockholders owning 38.5%. It expands on valuation work by Barclays and J.P. Morgan, including discounted cash flow analyses, comparable‑company multiples and synergy estimates. Terex also discloses Barclays’ compensation, including a $4.0 million opinion fee, up to $18.0 million payable on completion and a potential $2.0 million discretionary fee, and provides Terex management forecasts showing revenue growing from $5,256 million in 2025E to $7,235 million in 2029E with rising adjusted EBITDA and free cash flow.

REV Group, Inc. filed an 8-K to provide supplemental disclosures to its definitive joint proxy statement/prospectus for the proposed merger with Terex Corporation. The update follows stockholder lawsuits and demand letters alleging that prior merger disclosures omitted material information; the companies deny these claims but are adding detail to avoid potential delays and extra costs.

The filing expands the background of negotiations and clarifies that early Terex proposals contemplated REV stockholders owning 38.5% of the combined company, with two of nine board seats. It adds valuation details from Barclays’ opinion for Terex, including a discounted cash flow analysis implying Terex enterprise values of $6,354 million to $8,192 million and Terex share values of $71 to $98, and REV enterprise values of $3,719 million to $4,645 million with REV share values of $74 to $93.

The 8-K also discloses that Barclays’ compensation includes a $4.0 million opinion fee, an additional $18.0 million payable at closing, and a potential discretionary fee of up to $2.0 million, plus prior fees of about $5.5 million from Terex since 2023. Additional J.P. Morgan analyses are summarized, including an intrinsic value creation analysis using estimated synergy present value of approximately $595 million based on run-rate synergies of about $75 million.

REV Group describes next steps in its proposed business combination with Terex Corporation and how it could affect employees. Special shareholder meetings for both companies are scheduled for January 28, 2026, where investors will vote on the merger, and closing is expected shortly afterward if both sides approve. The combined company is expected to be led by Simon Meester, currently Terex’s president and CEO, supported by executives from both organizations across four segments: Environmental Solutions, Materials Processing, Aerial Work Platforms and Specialized Vehicles. REV’s U.S. manufacturing footprint and brands, including Fire & Emergency, Commercial and Recreation, are described as key to the deal rationale, with few changes anticipated. The message emphasizes ongoing integration planning, a collaborative approach with Terex, and that both companies will continue to operate separately until the transaction closes.

REV Group shares an internal update on its proposed merger with Terex Corporation and the next steps toward completing the deal. Both companies plan to hold Special Meetings of Stockholders on January 28, 2026, when shareholders will vote on the transaction, and the companies expect the merger to close shortly after, assuming approvals are obtained. Upon closing, Simon Meester, currently Terex’s President and CEO, will lead the combined company, supported by executives from both organizations across segments including Environmental Solutions, Materials Processing, Aerial Work Platforms and Specialty Vehicles. The message stresses that REV Group and Terex will continue to operate as separate companies until closing, that U.S. manufacturing sites and brands are expected to see little change, and that integration planning teams from both sides are already working on organizational details. The communication also highlights standard forward-looking statement risks and directs investors to the effective joint proxy statement/prospectus on Form S-4 for more information.

REV Group, Inc. reported a routine insider equity transaction by its VP, Corp. Controller & CAO. On 12/29/2025, the company reacquired 3,249 shares of common stock at $61.44 per share to satisfy tax withholding obligations tied to the vesting of 6,910 shares of restricted stock. The filing clarifies that this is a withholding-related reacquisition and does not represent an open-market sale by the officer. Following this transaction, the reporting person beneficially owned 20,352 shares of REV Group common stock directly.

REV Group, Inc. Senior VP & CFO reported stock transactions dated 12/29/2025. The filing shows 3,819 shares of common stock withheld at $61.44 per share to cover tax obligations upon vesting of 8,618 shares, which did not involve an open-market sale. It also reports 4,534 shares of common stock that vested following achievement of performance goals, recorded at $0, increasing the reported holdings. A further 2,009 shares were withheld at $61.44 per share in connection with this vesting and also did not represent a sale. After these transactions, the reporting person directly beneficially owned 38,204 shares of REV Group common stock.

REV Group, Inc. President & CEO and director reported equity award activity on 12/29/2025. Performance-based restricted stock vested, adding 25,298 shares of common stock at an acquisition price of $0.

To cover tax withholding on these and prior vesting events, REV Group reacquired 51,102 shares and 11,030 shares of common stock at $61.44 per share in transactions coded "F," which the report states do not represent open-market sales. After these transactions, the reporting person directly beneficially owned 538,277 shares of REV Group common stock.

REV Group, Inc. insider activity: A senior vice president, who also serves as general counsel and secretary, reported equity transactions dated 12/29/2025. The filing shows 18,944 shares of REV Group common stock vested, with 8,261 of those shares reacquired by the company at $61.44 per share to cover withholding obligations, which is not described as a sale. An additional 5,102 performance-based shares vested at $0, increasing the direct holdings. A further 2,225 shares were also reacquired by the company at $61.44 per share to satisfy withholding tied to the 5,102 vested shares and likewise are not described as sales. After these transactions, the officer directly owned 67,024 shares of REV Group common stock.

Terex Corporation and REV Group plan a strategic merger that combines stock and cash for REV shareholders. Each share of REV common stock will be converted into 0.9809 shares of Terex common stock plus $8.71 in cash, with cash paid instead of fractional Terex shares. Using Terex’s share prices, this implied about $63.62 per REV share at announcement and $62.36 shortly before this document, compared with REV trading at $59.98 and $62.14 on those dates.

After closing, REV will cease to be a public company, its stock will be delisted from the NYSE, and the surviving REV entity will be a wholly owned subsidiary of Terex. Based on fully diluted shares at signing, former REV holders are expected to own about 42% of Terex and existing Terex holders about 58%. Both boards unanimously found the merger agreement fair and in their stockholders’ best interests and are asking stockholders to approve the required proposals at virtual special meetings on January 28, 2026.