REV Group (REVG) SVP’s stock and awards converted in Terex acquisition

Rhea-AI Filing Summary

REV Group, Inc. filed a Form 4 for SVP, General Counsel & Secretary Stephen Zamansky reflecting the closing of its merger with Terex Corporation on February 2, 2026. As part of this deal, REV Group became a wholly owned subsidiary of Terex through a two‑step merger structure.

At the effective time of the first merger, each share of REV Group common stock held by Zamansky 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. His REV Group common stock holdings were reduced to zero as a result of these conversions.

Outstanding REV Group equity awards held by Zamansky were also converted into Terex awards. Performance stock units and restricted stock units were exchanged for Terex restricted stock units based on a 1.1309 conversion factor, while restricted share awards were converted into Terex restricted stock plus a cash component using the 0.9809 share ratio and $8.71 per underlying REV share. The new Terex awards and related cash amounts generally carry forward the same vesting conditions as the original REV Group awards, other than performance‑vesting terms.

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

OMB APPROVAL

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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^*

ZAMANSKY STEPHEN

(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)
	SVP, Gen Counsel & Sec

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		19,732(2)	D	$0	47,292	D
Common Stock(1)	02/02/2026		A		15,304(3)	A	$0	62,596	D
Common Stock(1)	02/02/2026		D		15,304(4)	D	$0	47,292	D
Common Stock(1)	02/02/2026		D		31,292(5)	D	$0	16,000	D
Common Stock(1)	02/02/2026		D		16,000(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	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did REV Group (REVG) report for Stephen Zamansky?

The filing shows Stephen Zamansky’s REV Group common stock and equity awards were cancelled and converted into Terex securities and cash at the merger closing. His REV common stock ended at zero, replaced by rights to Terex stock and cash under the merger terms.

What did REV Group (REVG) shares held by the insider convert into in the Terex merger?

Each outstanding REV Group common share held by the insider was converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash. This exchange occurred at the effective time of the first merger with Terex.

How were REV Group (REVG) performance stock units treated for the reporting person?

Each outstanding REV Group performance stock unit award was cancelled and converted into a Terex restricted stock unit using a 1.1309 share conversion factor. Accrued, unpaid dividend equivalents became a restricted cash payment, with vesting terms generally matching the original awards, excluding performance conditions.

What happened to REV Group (REVG) restricted share awards in the Terex transaction?

Each REV Group restricted share award was converted into a Terex restricted stock award plus cash. The Terex stock portion used a 0.9809 share ratio, and the cash portion equaled $8.71 multiplied by the underlying REV shares, with prior vesting conditions largely preserved.

How were REV Group (REVG) restricted stock units converted for the insider?

Each outstanding REV Group restricted stock unit was cancelled and converted into a Terex restricted stock unit using a 1.1309 share conversion factor. Related unpaid dividend equivalents became a restricted cash payment, and the new Terex awards generally follow the same vesting schedule as the original units.

When did the Terex and REV Group (REVG) merger become effective for this insider’s holdings?

The relevant transactions for the insider’s REV Group holdings occurred on February 2, 2026, at the effective time of the first merger between Terex’s merger subsidiary and REV Group, when shares and awards were converted into Terex securities and cash.