REV Group (NYSE: REVG) holders back Terex acquisition, ending listing

Rhea-AI Filing Summary

REV Group, Inc. held a special stockholder meeting on January 28, 2026 to vote on proposals related to its previously announced merger with Terex Corporation. The transaction will occur through a two-step merger structure that ultimately makes REV a wholly owned subsidiary of Terex.

There were 48,806,145 shares of REV common stock outstanding as of the December 16, 2025 record date, and 39,542,767 shares were present or represented by proxy, representing about 81% of the voting power, so a quorum was achieved.

Stockholders adopted the Merger Agreement and approved the first-step merger, with 39,510,557 votes for, 18,981 against, and 13,229 abstentions. They also approved, on an advisory basis, transaction-related compensation for named executive officers and an adjournment proposal. As a result of the mergers, REV will no longer be publicly held, and its securities will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Insights

M&A and corporate actions analyst

REV shareholders approved a Terex acquisition that will take the company private and remove its NYSE listing.

The key outcome is stockholder adoption of the Merger Agreement with Terex Corporation, enabling a two-step merger where REV first merges with a Terex subsidiary and then into a second Terex subsidiary. This structure leaves the surviving entity as a direct, wholly owned Terex subsidiary.

Support for the deal was overwhelming: 39,510,557 votes for the merger versus 18,981 against, out of 39,542,767 shares present or represented by proxy. That represents strong backing among holders participating in the meeting and clears a major closing condition tied to stockholder approval.

Once the mergers are completed, REV will no longer be publicly held, its common stock will be delisted from the New York Stock Exchange, and registration under the Exchange Act will be terminated. For investors, this effectively ends public-market ownership of REV, with future value exposure shifting to Terex as the parent company, according to the agreed transaction terms described in prior proxy materials.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2026

____________________________

REV Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________

Delaware	001-37999	26-3013415
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

245 South Executive Drive, Suite 100 Brookfield, Wisconsin		53005 (Zip Code)
(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (414) 290-0190

____________________________

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock $0.001 par value per share	REVG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 28, 2026, REV Group, Inc., a Delaware corporation (“REV”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of October 29, 2025 (the “Merger Agreement”), by and among REV, Terex Corporation, a Delaware corporation (“Terex”), Tag Merger Sub 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Terex (“Merger Sub 1”), and Tag Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Terex (“Merger Sub 2”), pursuant to which (i) Merger Sub will merge with and into REV (the “First Merger”), with REV continuing as the surviving corporation in the First Merger and (ii) immediately following the First Merger, REV will merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 continuing as the surviving company in the Second Merger as a wholly owned, direct subsidiary of Terex. As a result of the Mergers, REV will no longer be publicly held. REV’s securities will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

There were 48,806,145 shares of common stock, par value $0.001 per share, of REV (“REV common stock”) issued and outstanding as of the close of business on December 16, 2025, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 39,542,767 shares of REV common stock were present or represented by proxy, representing approximately 81% of the voting power of all issued and outstanding shares of REV common stock entitled to vote at the Special Meeting as of the close of business on the Record Date, which constituted a quorum.

At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by REV with the U.S. Securities and Exchange Commission on December 23, 2025 (the “Proxy Statement”)):

Proposal 1 – The Merger Proposal: To adopt the Merger Agreement and approve the First Merger.

Proposal 2 – The Advisory Compensation Proposal: To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to REV’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement.

Proposal 3 – The Adjournment Proposal: To approve the adjournment or postponement of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal.

Each proposal was approved by the requisite vote of REV’s stockholders. Because Proposal 1 – The Merger Proposal – was approved, a vote on the adjournment proposal described in the Proxy Statement was not necessary. A summary of the voting results for each proposal is set forth below.

Proposal 1 – The Merger Proposal

Votes For		Votes Against		Abstentions
39,510,557		18,981		13,229

Proposal 2 – The Advisory Compensation Proposal

Votes For		Votes Against		Abstentions
37,875,193		1,503,898		163,676

Proposal 3 – The Adjournment Proposal

Votes For		Votes Against		Abstentions
38,017,300		1,366,390		159,077

Item 8.01 Other Events.

On January 28, 2026, REV issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release announcing the results of the Special Meeting, dated as of January 28, 2026.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 28, 2026

	REV Group, Inc.
	By:	/s/ Amy A. Campbell
		Amy A. Campbell
		Chief Financial Officer (Principal Financial Officer)

FAQ

What did REV Group (REVG) stockholders approve at the special meeting?

REV Group stockholders approved the Merger Agreement with Terex Corporation and the first-step merger. This authorizes a two-stage transaction that will ultimately make REV a wholly owned subsidiary of Terex and remove REV from the public markets once the mergers close.

How many REV Group (REVG) shares voted for the Terex merger?

For the merger proposal, 39,510,557 shares of REV Group common stock voted in favor, 18,981 voted against, and 13,229 abstained. These results reflect strong support among shares present or represented by proxy at the special meeting for proceeding with the Terex transaction.

What percentage of REV Group (REVG) voting power was represented at the meeting?

At the special meeting, holders of 39,542,767 shares of REV Group common stock were present or represented by proxy, representing approximately 81% of the voting power. This high participation level ensured a quorum and allowed binding votes on all merger-related proposals.

Will REV Group (REVG) remain listed on the New York Stock Exchange after the merger?

Following completion of the mergers with Terex-related entities, REV Group will no longer be publicly held. Its securities will be delisted from the New York Stock Exchange and deregistered under the Exchange Act, ending public trading of REV common stock.

What happened to the advisory compensation vote for REV Group executives?

Stockholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to REV Group’s named executive officers in connection with the merger. This advisory vote signals stockholder agreement with the disclosed transaction-related executive compensation arrangements.

Was the proposal to adjourn the REV Group special meeting used?

Stockholders approved an adjournment proposal that would have allowed postponing the special meeting to solicit additional proxies if needed. Because the merger proposal received sufficient support, an adjournment was not required and the meeting proceeded to completion on January 28, 2026.