Terex (NYSE: TEX) appoints Srikanth Padmanabhan to board role

Rhea-AI Filing Summary

Terex Corporation reported that Srikanth Padmanabhan has been appointed to its Board of Directors, with his service effective December 1, 2025. He recently retired as Executive Vice President and President – Operations of Cummins, Inc., where he spent 34 years in a variety of global leadership roles across engine, power generation and components businesses, and previously worked in manufacturing and plant leadership in India, the U.S., Mexico and England.

Terex states there are no related-party relationships requiring disclosure for Mr. Padmanabhan. He will serve as an independent director under New York Stock Exchange standards and the company’s governance guidelines and will receive the standard compensation provided to all non-employee directors, as described in Terex’s April 1, 2025 proxy statement. The company expects he will also serve on Board committees, and it has issued a press release announcing his appointment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 1, 2025

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware			1-10702			34-1531521
(State or Other Jurisdiction			(Commission			(IRS Employer
of Incorporation)			File Number)			Identification No.)

301 Merritt 7, 4th Floor			Norwalk			Connecticut			06851
(Address of Principal Executive Offices)									(Zip Code)

Registrant's telephone number, including area code (203) 222-7170

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock ($0.01 par value)			TEX			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2025, Terex announced that Srikanth Padmanabhan has been appointed to the Board of Directors (the “Board”) of Terex Corporation (“Terex” or the “Company”). His appointment is effective December 1, 2025. Mr. Padmanabhan recently retired as Executive Vice President and President – Operations of Cummins, Inc., a global power solutions company. Mr. Padmanabhan was a distinguished leader at Cummins for 34 years, including being President of the Engine Business and held several global business leadership roles in the Cummins’ Power Generation, Components and Engine segments. He started his career in manufacturing and plant leadership roles and has lived and worked in India, U.S., Mexico, and England.

There are no relationships or related transactions between Mr. Padmanabhan and the Company that would be required to be reported under Section 404(a) of Regulation S-K. Mr. Padmanabhan will be an independent director under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Mr. Padmanabhan will receive the standard compensation provided to all Terex non-employee directors as described under the heading “Director Compensation” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2025. Terex non-employee directors generally serve on at least one committee of the Board, and it is currently expected that Mr. Padmanabhan will also serve on committees of the Board.

A copy of the Company’s press release, dated October 1, 2025, announcing the appointment of Mr. Padmanabhan to the Board is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of Terex Corporation issued on October 1, 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 1, 2025

TEREX CORPORATION

By: /s/Scott J. Posner

Scott J. Posner

Senior Vice President, Secretary

and General Counsel

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FAQ

What board change did Terex (TEX) disclose in this 8-K?

Terex disclosed that Srikanth Padmanabhan has been appointed to its Board of Directors, with the appointment effective December 1, 2025.

What is Srikanth Padmanabhan’s background before joining the Terex board?

Mr. Padmanabhan recently retired as Executive Vice President and President – Operations of Cummins, Inc. and previously led Cummins’ Engine, Power Generation and Components segments, after starting his career in manufacturing and plant leadership.

Will Srikanth Padmanabhan be an independent director at Terex (TEX)?

Yes. Terex states that Mr. Padmanabhan will be an independent director under New York Stock Exchange listing standards and the company’s Corporate Governance Guidelines.

Are there any related-party transactions between Terex and Srikanth Padmanabhan?

Terex states there are no relationships or related transactions involving Mr. Padmanabhan that must be reported under Section 404(a) of Regulation S-K.

How will Srikanth Padmanabhan be compensated as a Terex director?

He will receive the standard compensation provided to all Terex non-employee directors, as described under “Director Compensation” in the company’s Definitive Proxy Statement filed on April 1, 2025.

Will Srikanth Padmanabhan serve on Terex board committees?

Terex notes that non-employee directors generally serve on at least one Board committee and that it expects Mr. Padmanabhan will also serve on Board committees.

Did Terex issue a press release about this board appointment?

Yes. Terex issued a press release dated October 1, 2025 announcing Mr. Padmanabhan’s appointment, which is filed as Exhibit 99.1.