CEO’s REV Group (NYSE: REVG) shares swapped for Terex stock

Rhea-AI Filing Summary

REV Group, Inc. President and CEO Mark A. Skonieczny Jr. reported the conversion and cancellation of his common stock and equity awards in connection with REV Group’s merger into subsidiaries of Terex Corporation.

At the merger’s effective time, each share of REV Group common stock he held was cancelled and converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash, without interest. His performance stock units, restricted shares, and restricted stock units in REV Group were cancelled and replaced with Terex restricted stock or restricted stock unit awards, along with related restricted cash payments, generally preserving the original vesting 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^*

Skonieczny Jr. Mark 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)

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

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		329,025(2)	D	$0	209,252	D
Common Stock(1)	02/02/2026		A		75,896(3)	A	$0	285,148	D
Common Stock(1)	02/02/2026		D		75,896(4)	D	$0	209,252	D
Common Stock(1)	02/02/2026		D		120,066(5)	D	$0	89,186	D
Common Stock(1)	02/02/2026		D		89,186(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
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FAQ

What insider transaction did REV Group (REVG) report for its CEO?

REV Group reported that President and CEO Mark A. Skonieczny Jr. had his REV Group common shares and equity awards cancelled and converted in connection with the Terex merger. The filing shows multiple disposition entries at $0 per share, reflecting cancellations tied to the change in control.

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 and converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash, without interest, as of the merger’s effective time defined in the agreement.

What happened to REV Group performance stock units held by the CEO?

Outstanding REV Group performance stock unit awards were cancelled and converted into Terex restricted stock unit awards. The number of Terex shares equals the original REV performance shares (at forecast performance) multiplied by 1.1309, plus related restricted cash payments, generally keeping the same vesting schedule except for performance conditions.

How were REV Group restricted share awards treated in the Terex transaction?

Each REV Group restricted share award held by the CEO was cancelled and exchanged for a Terex restricted stock award equal to the underlying REV shares multiplied by 0.9809, plus a restricted cash payment equal to $8.71 times the number of original REV shares, with vesting terms largely preserved.

What happened to REV Group restricted stock units owned by the CEO?

Each outstanding REV Group restricted stock unit award was cancelled and converted into a Terex restricted stock unit award. The Terex RSUs cover shares equal to the original REV RSU share count multiplied by 1.1309, and unpaid dividend equivalents became restricted cash payments, generally retaining prior vesting terms.

Does the CEO still hold any REV Group (REVG) common stock after the merger?

According to the filing’s transaction table, the CEO’s holdings of REV Group common stock decreased through a series of cancellations, ending with 0 shares beneficially owned after the reported transactions. His economic interest continues through Terex stock and related equity awards received in the merger.