REV Group (REVG) director reports stock and RSU conversion in Terex merger
Rhea-AI Filing Summary
REV Group director Kathleen M. Steele reported the conversion of her REV Group common stock and equity awards due to the company’s merger with Terex Corporation. On February 2, 2026, REV Group completed a two‑step merger and became a wholly owned Terex subsidiary.
Each share of REV Group common stock held by Steele immediately before the effective time was cancelled and converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash per share, without interest. Her REV Group restricted stock units were cancelled and replaced with Terex RSU awards based on a 1.1309 conversion factor, with related dividend equivalents converted into restricted cash payments, generally keeping the same vesting terms as before.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 10,823 shares
Net Sell
2 txns
Insider
Steele Kathleen M.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 8,718 | $0.00 | $0.00 |
| Disposition | Common Stock | 2,105 | $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.
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FAQ
What insider activity did Kathleen M. Steele report for REV Group (REVG)?
Kathleen M. Steele reported dispositions of REV Group common stock tied to its merger with Terex. Her shares were cancelled and converted into Terex stock plus cash, and her outstanding restricted stock units were exchanged for Terex RSU awards with similar vesting terms.
How were Kathleen M. Steele’s REV Group RSUs treated in the Terex transaction?
Each REV Group restricted stock unit award held by Steele was cancelled at the merger’s effective time and converted into a Terex RSU award. The new award covers shares equal to the original units multiplied by 1.1309, with unpaid dividend equivalents turned into a restricted cash payment.
Did the Terex merger change REV Group’s corporate status?
Yes. Following a two‑step merger structure, REV Group first survived as a wholly owned Terex subsidiary, then merged into another Terex subsidiary. After these steps, REV Group became part of Terex’s corporate structure rather than an independent publicly traded company.
What is the effective time referenced in the REV Group (REVG) Form 4 footnotes?
The effective time is when the first merger step with Terex became effective. At that moment, REV Group shares were cancelled and converted into Terex stock plus cash, and REV Group restricted stock units were exchanged for Terex RSU awards and related restricted cash payments.