REV Group (REVG) director’s stake converted in Terex cash-and-stock merger

Rhea-AI Filing Summary

REV Group, Inc. director Charles Dutil reported the conversion of his common stock and equity awards in connection with the company’s merger into Terex Corporation. On February 2, 2026, REV Group became a wholly owned subsidiary of Terex through a two‑step merger structure.

At the effective time of the first merger, each outstanding share of REV Group common stock held by Dutil 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. In addition, each outstanding REV Group restricted stock unit award he held was cancelled and converted into a Terex restricted stock unit award based on a 1.1309 exchange ratio, with accrued dividend equivalents converted into a restricted cash payment. These replacement Terex equity awards generally keep the same vesting terms as the original REV Group awards.

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^*

Dutil Charles

(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		45,239(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 does the Charles Dutil Form 4 filing show for REV Group (REVG)?

The Form 4 shows director Charles Dutil had his REV Group common shares and restricted stock units cancelled and converted in connection with the Terex Corporation merger, receiving Terex stock, cash consideration, and replacement Terex RSU awards under the agreed merger terms.

What merger terms affected REV Group (REVG) shares held by Charles Dutil?

Each share of REV Group common stock held by Charles Dutil 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, at the merger’s effective time.

How were Charles Dutil’s REV Group (REVG) restricted stock units treated in the Terex merger?

Each REV Group restricted stock unit award held by Charles Dutil was cancelled and converted into a Terex RSU award covering Terex shares using a 1.1309 exchange ratio. Accrued dividend equivalents became a restricted cash payment, with vesting terms generally matching the original awards.

When did the Terex–REV Group merger affecting Charles Dutil’s holdings close?

The transactions affecting Charles Dutil’s REV Group holdings occurred on February 2, 2026. On that date, REV Group completed a two‑step merger with Terex Corporation, becoming a wholly owned subsidiary through sequential mergers with Terex merger subsidiaries.

What corporate structure resulted from the Terex and REV Group (REVG) merger?

Following the first merger, REV Group continued as a wholly owned subsidiary of Terex Corporation. Immediately afterward, REV Group merged into Tag Merger Sub 2 LLC, with that entity surviving as a wholly owned Terex subsidiary, completing the post‑merger structure.

Did Charles Dutil’s Form 4 transactions involve open-market sales of REV Group (REVG) stock?

The Form 4 reports dispositions coded as “D” at a $0 price per share, indicating his shares were cancelled and converted under the merger agreement rather than sold in open‑market transactions, reflecting consideration received from Terex instead of exchange-based trading activity.