REV Group, Inc. filings document its public-company reporting record for specialty vehicle and recreational vehicle operations and its later corporate-status transition. Form 8-K reports furnished quarterly and annual operating results, financial condition information, material-event disclosures, shareholder voting matters, material agreements, governance matters and capital-structure disclosures.
Subsequent Form 25 and Form 15 filings record the removal of REV Group common stock from NYSE listing and registration and the termination or suspension of Exchange Act reporting obligations, with REV Group, LLC identified as successor in interest to REV Group, Inc. Earlier securities disclosures identify Class A common stock under REVG on the New York Stock Exchange.
REV Group Senior VP & CFO Amy A. Campbell reported multiple stock transactions on February 2, 2026 tied to the company’s acquisition by Terex Corporation. All entries show a price of $0 per share, reflecting automatic conversions and cancellations rather than open‑market trades.
Under the merger agreement, each share of REV Group common stock she held was cancelled at the merger’s effective time and converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash per share. Her performance stock units, restricted shares, and restricted stock units in REV Group were similarly cancelled and exchanged into Terex restricted stock or restricted stock units, along with related restricted cash payments, generally preserving the original vesting terms aside from performance conditions.
REV Group, Inc. director John Canan reported the conversion of his REV Group equity into Terex consideration following a completed merger. On February 2, 2026, REV Group became a wholly owned subsidiary of Terex through a two-step merger structure.
Each share of REV Group common stock held by Canan 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. His REV Group restricted stock units were cancelled and converted into Terex RSU awards using a 1.1309 exchange ratio, with accrued dividend equivalents converted into restricted cash payments that generally keep the same vesting terms.
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.
REV Group, Inc. has had its common stock removed from listing and/or registration on the New York Stock Exchange LLC. The Exchange filed a Form 25 notification under Section 12(b) of the Securities Exchange Act of 1934, certifying it met all requirements to strike the security from listing.
REV Group, Inc. held a special stockholder meeting on January 28, 2026 to vote on proposals related to its previously announced merger with Terex Corporation. The transaction will occur through a two-step merger structure that ultimately makes REV a wholly owned subsidiary of Terex.
There were 48,806,145 shares of REV common stock outstanding as of the December 16, 2025 record date, and 39,542,767 shares were present or represented by proxy, representing about 81% of the voting power, so a quorum was achieved.
Stockholders adopted the Merger Agreement and approved the first-step merger, with 39,510,557 votes for, 18,981 against, and 13,229 abstentions. They also approved, on an advisory basis, transaction-related compensation for named executive officers and an adjournment proposal. As a result of the mergers, REV will no longer be publicly held, and its securities will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
REV Group, Inc. filed a Form 8-K describing shareholder lawsuits and added details to its joint proxy statement for the planned merger with Terex. Stockholders of both companies have brought actions alleging the definitive proxy omits material information and seek to delay or block the mergers or obtain damages. REV and Terex state they believe these claims are without merit but are voluntarily supplementing disclosures to reduce litigation risk.
The new details include how Terex first proposed the all-stock combination, indicative ownership of 61.5% for Terex stockholders and 38.5% for REV stockholders after divesting Terex’s Aerials business, and expanded valuation work by Barclays and J.P. Morgan. Barclays’ discounted cash flow work yielded implied Terex enterprise values of $6,354 million to $8,192 million and REV enterprise values of $3,719 million to $4,645 million, with implied per-share ranges of $71–$98 for Terex and $74–$93 for REV. Terex’s standalone projections show revenue rising from $5,256 million in 2025 to $7,235 million in 2029. The supplemental disclosures do not change the merger consideration or the January 28, 2026 special meeting date, and REV’s board continues to recommend voting in favor of the merger.
Terex Corporation filed an update on its planned merger with REV Group, addressing shareholder litigation and adding detail to its joint proxy statement. Several stockholders of REV and Terex have filed lawsuits and sent demand letters alleging disclosure deficiencies; Terex and REV dispute these claims but are voluntarily supplementing disclosures to avoid delays to the mergers and the upcoming special meeting.
The supplement clarifies that an initial all‑stock merger proposal envisioned Terex stockholders owning 61.5% of the combined company after divesting Terex’s Aerials business, with REV stockholders owning 38.5%. It expands on valuation work by Barclays and J.P. Morgan, including discounted cash flow analyses, comparable‑company multiples and synergy estimates. Terex also discloses Barclays’ compensation, including a $4.0 million opinion fee, up to $18.0 million payable on completion and a potential $2.0 million discretionary fee, and provides Terex management forecasts showing revenue growing from $5,256 million in 2025E to $7,235 million in 2029E with rising adjusted EBITDA and free cash flow.
REV Group, Inc. filed an 8-K to provide supplemental disclosures to its definitive joint proxy statement/prospectus for the proposed merger with Terex Corporation. The update follows stockholder lawsuits and demand letters alleging that prior merger disclosures omitted material information; the companies deny these claims but are adding detail to avoid potential delays and extra costs.
The filing expands the background of negotiations and clarifies that early Terex proposals contemplated REV stockholders owning 38.5% of the combined company, with two of nine board seats. It adds valuation details from Barclays’ opinion for Terex, including a discounted cash flow analysis implying Terex enterprise values of $6,354 million to $8,192 million and Terex share values of $71 to $98, and REV enterprise values of $3,719 million to $4,645 million with REV share values of $74 to $93.
The 8-K also discloses that Barclays’ compensation includes a $4.0 million opinion fee, an additional $18.0 million payable at closing, and a potential discretionary fee of up to $2.0 million, plus prior fees of about $5.5 million from Terex since 2023. Additional J.P. Morgan analyses are summarized, including an intrinsic value creation analysis using estimated synergy present value of approximately $595 million based on run-rate synergies of about $75 million.
REV Group describes next steps in its proposed business combination with Terex Corporation and how it could affect employees. Special shareholder meetings for both companies are scheduled for January 28, 2026, where investors will vote on the merger, and closing is expected shortly afterward if both sides approve. The combined company is expected to be led by Simon Meester, currently Terex’s president and CEO, supported by executives from both organizations across four segments: Environmental Solutions, Materials Processing, Aerial Work Platforms and Specialized Vehicles. REV’s U.S. manufacturing footprint and brands, including Fire & Emergency, Commercial and Recreation, are described as key to the deal rationale, with few changes anticipated. The message emphasizes ongoing integration planning, a collaborative approach with Terex, and that both companies will continue to operate separately until the transaction closes.
REV Group shares an internal update on its proposed merger with Terex Corporation and the next steps toward completing the deal. Both companies plan to hold Special Meetings of Stockholders on January 28, 2026, when shareholders will vote on the transaction, and the companies expect the merger to close shortly after, assuming approvals are obtained. Upon closing, Simon Meester, currently Terex’s President and CEO, will lead the combined company, supported by executives from both organizations across segments including Environmental Solutions, Materials Processing, Aerial Work Platforms and Specialty Vehicles. The message stresses that REV Group and Terex will continue to operate as separate companies until closing, that U.S. manufacturing sites and brands are expected to see little change, and that integration planning teams from both sides are already working on organizational details. The communication also highlights standard forward-looking statement risks and directs investors to the effective joint proxy statement/prospectus on Form S-4 for more information.