REV Group (REVG) director converts shares in Terex merger payout

Rhea-AI Filing Summary

REV Group director Cynthia Augustine reported the automatic conversion of her common stock and equity awards in connection with the completed merger between REV Group, Inc. and Terex Corporation. On February 2, 2026, her REV Group shares were cancelled as part of the merger structure.

Each share of REV Group common stock held immediately before the effective time was converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash, without interest. Her REV Group restricted stock units were cancelled and replaced with Terex RSU awards based on a 1.1309 share conversion factor, along with a restricted cash payment for accrued dividend equivalents, generally preserving prior 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

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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^*

AUGUSTINE CYNTHIA

(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		5,411(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 Cynthia Augustine’s Form 4 filing for REV Group (REVG) show?

The Form 4 shows REV Group director Cynthia Augustine had her REV Group common shares and equity awards cancelled and converted into Terex stock and cash. These changes occurred automatically on February 2, 2026, when the Terex–REV Group merger became effective under the merger agreement.

What consideration did REV Group (REVG) shareholders receive in the Terex merger?

Each share of REV Group common stock was converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash, without interest. This mixed stock-and-cash consideration applied to shares outstanding immediately before the effective time of the first merger.

How were REV Group (REVG) restricted stock units treated in the merger?

Each outstanding REV Group restricted stock unit (RSU) held at the effective time was cancelled and converted into a Terex RSU. The new award covers Terex shares equal to the prior REV RSU shares multiplied by 1.1309, plus a restricted cash payment for accrued dividend equivalents.

Did Cynthia Augustine sell REV Group (REVG) shares on the open market?

No. The Form 4 reports code “D” dispositions at a $0 price, reflecting cancellations and conversions in the Terex merger, not open-market sales. Her REV Group shares were automatically exchanged for Terex stock and cash under the merger agreement’s terms at the effective time.

Who is the reporting person in this REV Group (REVG) Form 4 filing?

The reporting person is Cynthia Augustine, identified as a director of REV Group, Inc. The filing indicates the form is filed by one reporting person and shows only direct ownership, with no indirect ownership entities or disclaimers noted in the transaction tables or footnotes.

What happened to REV Group (REVG) after the Terex transaction closed?

Under the merger agreement, a Terex subsidiary first merged into REV Group, making it a wholly owned Terex subsidiary. Immediately afterward, REV Group merged into another Terex subsidiary, which remained as the surviving entity and wholly owned subsidiary of Terex Corporation.