REV Group (REVG) director’s stock and RSUs converted into Terex equity and cash

Rhea-AI Filing Summary

REV Group director Maureen O’Connell reported the conversion and cancellation of her REV Group common stock in connection with the company’s merger into Terex Corporation. On February 2, 2026, REV Group completed a two-step merger with Terex and its subsidiaries, becoming a wholly owned subsidiary.

At the effective time of the first merger, each share of REV Group common stock held by O’Connell was cancelled and converted into the right to receive from Terex 0.9809 shares of Terex common stock plus $8.71 in cash per share, without interest. Her REV Group restricted stock units were also converted into Terex restricted stock units using a 1.1309 exchange factor, with related unpaid dividend equivalents converted into restricted cash payments, generally preserving the original vesting terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OCONNELL MAUREEN

(Last) (First) (Middle)

C/O REV GROUP, INC.

245 S. EXECUTIVE DRIVE, SUITE 100

(Street)

BROOKFIELD WI 53005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REV Group, Inc. [ REVG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/02/2026		D		13,434(2)	D	$0	2,105	D
Common Stock(1)	02/02/2026		D		2,105(3)	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 2, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 29, 2025, by and among Terex Corporation, a Delaware corporation ("Terex"), Tag Merger Sub 1 Inc. ("Merger Sub 1"), a Delaware corporation and wholly owned subsidiary of Terex, Tag Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Terex ("Merger Sub 2"), and REV Group, Inc. (the "Issuer"), among other things, Merger Sub 1 merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Terex (the "First Merger"). Immediately following the First Merger, Issuer merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving corporation and a wholly owned subsidiary of Terex.

2. At the effective time of the First Merger (the "Effective Time"), each outstanding share of Issuer common stock ("Issuer Common Stock") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive from Terex (i) 0.9809 shares of Terex common stock, par value $0.01 per share ("Terex Common Stock") and (ii) $8.71 in cash without interest.

3. At the Effective Time, each outstanding restricted stock unit award of the Issuer ("Issuer RSU Award") held by the reporting person as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into a Terex RSU Award covering a number of shares of Terex Common Stock equal to (i) the number of shares of Issuer Common Stock subject to the Issuer RSU Award as of immediately prior to the Effective Time, multiplied by (ii) 1.1309. The dividend equivalents accrued, but unpaid, with respect to each such Issuer RSU Award were converted to a restricted cash payment ("RSU Restricted Cash Payment"). The resulting Terex RSU Awards and RSU Restricted Cash Payments are each generally subject to the same vesting criteria as the corresponding Issuer RSU Award as of immediately prior to the Effective Time

	/s/ Stephen Zamansky, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Maureen O’Connell report for REV Group (REVG)?

Maureen O’Connell reported the cancellation and conversion of her REV Group common stock due to REV Group’s merger with Terex. Her REV shares were exchanged into Terex stock and cash, and her REV restricted stock units were converted into Terex restricted stock units with similar vesting terms.

How were REV Group (REVG) shares held by the director exchanged in the Terex merger?

Each outstanding REV Group common share held by the director was cancelled and converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash per share. This mixed stock-and-cash consideration reflects the agreed merger exchange terms between REV Group and Terex.

What happened to the REV Group (REVG) restricted stock units in this Form 4?

Each REV Group restricted stock unit award held by the director was cancelled and converted into a Terex restricted stock unit award. The number of Terex shares covered equals the original REV units multiplied by 1.1309, with accrued unpaid dividend equivalents converted into a related restricted cash payment subject to similar vesting.

What corporate transaction triggered this Form 4 filing for REV Group (REVG)?

The filing was triggered by REV Group’s merger with Terex Corporation under an Agreement and Plan of Merger dated October 29, 2025. A Terex subsidiary merged into REV Group, followed by REV Group merging into another Terex subsidiary, leaving REV Group as a wholly owned Terex subsidiary.

Did the REV Group (REVG) director receive both stock and cash from Terex?

Yes. For each cancelled REV Group common share, the director became entitled to receive 0.9809 shares of Terex common stock plus $8.71 in cash, without interest. This combined equity-and-cash package represents the merger consideration Terex agreed to deliver for each REV share.

Were vesting terms on the converted Terex RSUs different from the original REV Group (REVG) RSUs?

The converted Terex restricted stock unit awards and associated restricted cash payments generally retain the same vesting criteria as the original REV Group restricted stock unit awards. Only the underlying issuer and share count changed based on the 1.1309 conversion factor disclosed in the transaction terms.