[Form 4] REV Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

REV Group Senior VP & CFO Amy A. Campbell reported multiple stock transactions on February 2, 2026 tied to the company’s acquisition by Terex Corporation. All entries show a price of $0 per share, reflecting automatic conversions and cancellations rather than open‑market trades.

Under the merger agreement, each share of REV Group common stock she held was cancelled at the merger’s effective time and converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash per share. Her performance stock units, restricted shares, and restricted stock units in REV Group were similarly cancelled and exchanged into Terex restricted stock or restricted stock units, along with related restricted cash payments, generally preserving the original vesting terms aside from performance conditions.

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^*

Campbell Amy A.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP & CFO

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		10,600(2)	D	$0	27,604	D
Common Stock(1)	02/02/2026		A		13,604(3)	A	$0	41,208	D
Common Stock(1)	02/02/2026		D		13,604(4)	D	$0	27,604	D
Common Stock(1)	02/02/2026		D		11,766(5)	D	$0	15,838	D
Common Stock(1)	02/02/2026		D		15,838(6)	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. Represents a deemed of acquisition Issuer Common Stock in respect of outstanding performance stock unit awards of the Issuer ("Issuer PSU Award") pursuant to the terms of the Merger Agreement.

4. At the Effective Time, each outstanding Issuer PSU Award held by the reporting person as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into a restricted stock unit of Terex ("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 PSU Award as of immediately prior to the Effective Time (assuming forecasted level of performance is achieved), multiplied by (ii) 1.1309. The dividend equivalents accrued, but unpaid, with respect to each such Issuer PSU Award were converted to a restricted cash payment ("PSU Restricted Cash Payment"). The resulting Terex RSU Awards and PSU Restricted Cash Payments are each generally subject to the same vesting criteria as the corresponding Issuer PSU Award as of immediately prior to the Effective Time (except with respect to performance-vesting conditions).

5. At the Effective Time, each outstanding restricted share award of the Issuer ("Issuer RSA") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into (i) a restricted stock award of Terex ("Terex RSA") covering a number of shares of Terex Common Stock equal to (A) the number of shares of Issuer Common Stock underlying the Issuer RSA as of immediately prior to the Effective Time, multiplied (B) 0.9809, and (ii) a restricted cash payment ("RSA Restricted Cash Payment") equal to (A) $8.71, multiplied by (B) the number of shares of Issuer Common Stock subject to the Issuer RSA as of immediately prior to the Effective Time. The resulting Terex RSA and RSA Restricted Cash Payment are each generally subject to the same vesting criteria as the corresponding Issuer RSA as of immediately prior to the Effective Time.

6. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did REV Group (REVG) disclose for its CFO?

REV Group reported that Senior VP & CFO Amy A. Campbell had multiple common stock transactions on February 2, 2026, all at $0 per share. These were automatic cancellations and conversions of her equity as part of REV Group’s acquisition by Terex Corporation.

How were REV Group (REVG) shares converted in the Terex merger?

Each outstanding share of REV Group common stock held by the reporting person was cancelled at the merger’s effective time. It was converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash, both provided by Terex Corporation.

What happened to REV Group (REVG) performance stock units in the deal?

Outstanding REV Group performance stock unit awards were cancelled and converted into Terex restricted stock units and related restricted cash payments. The number of Terex shares was based on forecast performance and a 1.1309 conversion factor, generally keeping the prior vesting schedule except performance conditions.

How were REV Group (REVG) restricted shares treated in the Terex merger?

Each restricted share award of REV Group held by the reporting person was cancelled and converted into Terex restricted stock plus a cash component. The Terex shares used a 0.9809 share factor, and the cash portion was $8.71 per original REV Group share, with vesting terms largely preserved.

What happened to REV Group (REVG) restricted stock units in the merger?

Outstanding REV Group restricted stock units were cancelled and exchanged for Terex restricted stock units and related restricted cash payments. The Terex units covered shares calculated using a 1.1309 factor, and both awards and cash amounts generally follow the original vesting terms from before the merger.

Did REV Group (REVG) CFO’s Form 4 reflect open-market stock sales?

The Form 4 shows several common stock dispositions at a stated price of $0 per share, which indicates they were not market trades. Instead, they represent automatic cancellations and conversions of REV Group equity into Terex stock and cash under the merger agreement.