REV Group (NYSE: REVG) VP reports share conversion in Terex deal
Rhea-AI Filing Summary
REV Group, Inc. officer reports share conversion tied to Terex merger. VP, Corp. Controller & CAO Joseph LaDue filed a Form 4 after REV Group completed its merger with Terex on February 2, 2026. His REV common stock was cancelled and converted into Terex stock plus cash under the merger terms.
Each REV share was converted into the right to receive 0.9809 shares of Terex common stock and $8.71 in cash, explaining why his 7,454 and 12,898 REV shares were disposed of at $0 in the filing. His REV restricted stock units were also cancelled and replaced with Terex RSU awards using a 1.1309 conversion factor, with accrued dividend equivalents converted into restricted cash that keeps the same vesting conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 20,352 shares
Net Sell
2 txns
Insider
LaDue Joseph
Role
VP, Corp. Controller & CAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 7,454 | $0.00 | $0.00 |
| Disposition | Common Stock | 12,898 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. 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.
- F2. 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.
- F3. 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction does the REV Group (REVG) Form 4 for Joseph LaDue report?
The Form 4 reports the cancellation of Joseph LaDue’s REV Group common shares and restricted stock units due to REV Group’s merger with Terex. His equity was converted into Terex common stock and cash consideration under the previously signed merger agreement.
What happened to REV Group (REVG) restricted stock units held by the officer?
Each outstanding REV Group restricted stock unit award was cancelled at the effective time and replaced with a Terex RSU award. The new Terex RSUs cover shares calculated by multiplying the original units by 1.1309 and generally keep the same vesting conditions as before.
Who is the reporting person on this REV Group (REVG) Form 4 and what is their role?
The reporting person is Joseph LaDue, who serves as Vice President, Corporate Controller and Chief Accounting Officer of REV Group. The filing reflects changes to his equity holdings resulting from REV Group’s merger into a wholly owned subsidiary structure under Terex.
How were dividend equivalents on REV Group (REVG) RSUs treated in the Terex merger?
Dividend equivalents that had accrued but were unpaid on the REV Group restricted stock unit awards were converted into an RSU restricted cash payment. This restricted cash generally follows the same vesting criteria that applied to the original REV Group RSU awards.