Terex Amends Credit Agreement; Revolver Spread Cut 12.5–25 bps

Rhea-AI Filing Summary

Terex Corporation amended its Amended and Restated Credit Agreement on August 12, 2025, reducing borrowing costs and changing borrower composition. U.S. dollar term loans will now carry interest at SOFR+1.75%, down from SOFR+2.00%, and the spread on the revolving loans was reduced by 12.5 to 25 basis points. The amendment also removes Terex International Financial Services Company Unlimited Company as a borrower and confirms UBS AG, Stamford Branch, as administrative and collateral agent.

The filing references the full amendment as Exhibit 10.1 and a company press release as Exhibit 99.1. These changes alter pricing and borrower obligations under the company’s existing credit facility but the amendment text should be reviewed for full terms and any related conditions.

Positive

• U.S. term loan pricing reduced from SOFR+2.00% to SOFR+1.75%, lowering interest expense on outstanding SOFR-linked term loans
• Revolving loan spreads lowered by 12.5 to 25 basis points, improving short-term borrowing costs
• Simplified borrower structure via removal of Terex International Financial Services Company Unlimited Company as a borrower

Negative

• None.

Insights

Senior Credit Analyst

TL;DR: The amendment lowers Terex's borrowing cost via a 25 bps reduction on USD term loans and tighter revolver spreads.

The cut from SOFR+2.00% to SOFR+1.75% on U.S. dollar term loans is a clear reduction in the company’s variable interest margin, which will reduce future interest expense on outstanding term loans tied to SOFR. The additional 12.5–25 bps reduction on the revolver improves the marginal cost of short-term borrowings. The amendment’s removal of a named subsidiary as a borrower changes the credit party structure; the operational and collateral impacts require review of the full amendment in Exhibit 10.1.

Corporate Governance / Risk Analyst

TL;DR: Amendment alters borrower structure and administrative arrangements; materiality depends on the removed entity’s exposure.

The elimination of Terex International Financial Services Company Unlimited Company as a borrower is a material contractual change to the set of obligors under the credit agreement and may affect credit protections and collateral allocations. UBS AG remains administrative and collateral agent, and the full amendment (Exhibit 10.1) should be reviewed to assess covenant, guarantee, and security amendments that determine investor risk.

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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) August 12, 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 1.01. Entry Into a Material Definitive Agreement.

On August 12, 2025, Terex Corporation (“Terex” or the “Company”) and certain of its subsidiaries entered into a Refinancing Facility Agreement and Amendment No. 3 (the “Amendment”) to the Amended and Restated Credit Agreement dated as of April 1, 2021 (as amended from time to time including by the Amendment, the “Amended Credit Agreement”), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (“UBSAG” or the “Administrative Agent”). The principal changes contained in the Amendment are (i) the Company’s U.S. Dollar denominated term loans will now bear interest at a rate of secured overnight financing rate (“SOFR”) plus 1.75%. Previously, the U.S. Dollar denominated term loans outstanding were priced at SOFR plus 2.00%, (ii) the spread on the revolving loans was reduced by 12.5 to 25 basis points and (iii) Terex International Financial Services Company Unlimited Company was removed as a borrower.

The foregoing summary does not purport to be complete and is qualified in all respects by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of a press release announcing the Company’s entry into the Amendment is included as Exhibit 99.1 to this Form 8-K.

UBSAG, or its affiliates, and certain lenders, or their affiliates, are party to other agreements with the Company and its subsidiaries, including the provision of commercial banking, investment banking, trustee and/or other financial services in the ordinary course of business of the Company and its subsidiaries.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Refinancing Agreement and Amendment No. 3, dated as of August 12, 2025, among Terex Corporation, certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG, Stamford Branch, as administrative and collateral agent, relating to the Amended and Restated Credit Agreement, dated as of April 1, 2021, among Terex Corporation, certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG, Stamford Branch (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as administrative agent and collateral agent..

99.1 Press Release of Terex Corporation issued on August 12, 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: August 14, 2025

TEREX CORPORATION

By: /s/Scott J. Posner

Scott J. Posner

Senior Vice President

Secretary and General Counsel

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FAQ

What change did Terex (TEX) make to its term loan pricing?

Terex amended its credit agreement to set U.S. dollar term loans at SOFR+1.75%, reduced from SOFR+2.00%.

How much were the revolver spreads reduced in Terex's credit amendment?

The amendment reduced the spread on the revolving loans by 12.5 to 25 basis points.

Which entity was removed as a borrower under Terex's amended credit agreement?

The amendment removed Terex International Financial Services Company Unlimited Company as a borrower.

Who is the administrative and collateral agent named in the amendment?

The amendment names UBS AG, Stamford Branch as the administrative and collateral agent.

Where can I find the full text of Terex's credit amendment?

The filing states the full amendment is filed as Exhibit 10.1 and the company press release as Exhibit 99.1.