Terex Corp 8-K Filings

Terex Corporation has completed its previously announced acquisition of REV Group, Inc. and provides additional financial detail. The provisional purchase consideration is $3,384 million, made up of $426 million in cash to REV shareholders, repayment of $122 million of REV debt at closing, equity valued at $2,828 million through the issuance of 47.9 million Terex shares, and $8 million of converted unvested share-based awards. Each REV share was converted into 0.9809 Terex shares plus $8.71 in cash. Pro forma combined results show net sales of $4,162 million and net income of $135 million for the six months ended June 30, 2026, and net sales of $7,885 million with net income of $58 million for 2025, all presented for illustrative purposes only.

The REV standalone unaudited results for the quarter ended January 31, 2026 show net sales of $552.1 million, operating income of $31.3 million and net income of $13.3 million, or $0.27 per diluted share, on net cash used in operating activities of $10.4 million. Results include a non-cash loss of $11.6 million on assets of the Midwest Automotive Designs business classified as held for sale; that sale closed on February 9, 2026. REV reported total assets of $1,282.8 million, shareholders’ equity of $418.2 million, long‑term debt of $121.0 million under an asset‑based lending facility, and remaining performance obligations of $3,415.6 million, with $1,435.5 million expected to convert to revenue within twelve months.

Terex Corporation reported strong second quarter 2026 results, with sales of $2.2 billion, up 50.5% on a reported basis and 8.5% on a pro forma basis. Net income was $110 million and adjusted net income was $156 million. Adjusted EBITDA reached $269 million, a 12.0% margin and up 10.7% year over year on a pro forma basis. Diluted EPS was $0.96, while adjusted EPS was $1.37.

Backlog was $6.9 billion, up $257 million or 3.9% on a pro forma basis, with bookings of $2.0 billion, up 25.2% and a 90% book-to-bill. Free cash flow was $101 million, and liquidity totaled $1.1 billion as of June 30, 2026. Materials Processing and Specialty Vehicles delivered notably higher adjusted EBITDA, while Environmental Solutions and Aerials saw margin pressure. Based on performance, backlog and expected synergies, Terex raised its 2026 outlook to sales of $7.9–$8.2 billion, adjusted EBITDA of $960 million–$1.0 billion (12.2% margin at the midpoint), adjusted EPS of $4.70–$5.10, and free cash flow of $300–$350 million.

Terex Corporation plans to host a conference call on July 30, 2026 at 8:30 a.m. Eastern Time to review its second quarter 2026 financial results. The results will be released earlier that morning and made available, along with a live webcast and replay, at https://investors.terex.com.

The call will be led by President and CEO Simon Meester and Senior Vice President and CFO Jennifer Kong-Picarello. Terex designs and manufactures specialized equipment and vehicles for emergency services, waste and recycling, utilities, construction, and related markets, supported by a global manufacturing and service footprint.

Terex Corporation reported results from its 2026 Annual Meeting of Stockholders held on June 25, 2026. Stockholders approved the new Terex Corporation 2026 Omnibus Incentive Plan, which allows the company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards, cash awards and performance awards.

All 12 director nominees, including Jean Marie “John” Canan, Simon Meester and others, were elected to serve until the next annual meeting or until successors are elected and qualified. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Terex Corporation delivered a strong start to 2026, boosted by its REV merger and broad-based growth. First quarter sales reached $1.7 billion, up 41% year over year, or 10.8% on a proforma basis, with growth across all legacy segments and the new Specialty Vehicles unit.

EPS rose 18% to $0.98, including about $0.10 of one-time tax benefit, while EBITDA margin was 9.9%, slightly lower due to new tariffs. Backlog increased to $7.1 billion and proforma bookings were $2.1 billion, supporting Terex’s decision to reaffirm its 2026 outlook for $7.5–$8.1 billion of sales and $4.50–$5.00 of EPS, including $28 million of expected merger synergies this year.

Terex Corporation reported strong top-line growth but a GAAP loss for Q1 2026. Net sales rose to $1.73 billion, up 41% year over year, or 11% on a pro forma basis, helped by the integration of the REV Group business, now the Specialty Vehicles segment.

The company recorded a loss from continuing operations of ($93) million due to significant non-cash and merger-related charges. On an adjusted basis, income from continuing operations was $94 million, with adjusted EPS of $0.98 versus $0.83 a year earlier, and adjusted EBITDA of $173 million at a 9.9% margin.

Backlog increased to $7.1 billion with a 109% book-to-bill ratio, and Terex reaffirmed its 2026 outlook. Management continues to target 2026 sales of $7.5–$8.1 billion, EBITDA of $930 million–$1 billion and EPS of $4.50–$5.00, supported by expected synergies of about $28 million in 2026 from the REV integration.

Terex Corporation filed an update stating it will host a conference call to review its first quarter 2026 financial results on Friday, May 1, 2026 at 8:30 a.m. Eastern Time. The company will release its results earlier that morning, with a live webcast and replay available at its investor relations website.

The call will be led by President and CEO Simon Meester and Senior Vice President and CFO Jennifer Kong-Picarello. A related press release dated April 17, 2026 is included as an exhibit.

Terex Corporation has scheduled its 2026 annual meeting of stockholders for June 25, 2026, a date that is more than 30 days later than the prior year’s meeting. The company notifies stockholders of this change under Exchange Act rules.

Stockholder proposals seeking inclusion in the 2026 proxy materials under Rule 14a-8 must arrive at Terex’s Norwalk, Connecticut office by April 23, 2026. Deadlines previously announced for other proxy solicitations and non-Rule 14a-8 proposals under the company’s Bylaws remain unchanged and must comply with SEC rules and the Bylaws.

Terex Corporation announced a leadership change in its finance organization connected to ongoing integration after its recent merger with REV Group, Inc. Stephen Johnston stepped down as Vice President, Chief Accounting Officer and Controller effective March 2, 2026, and will stay on temporarily to support a smooth transition.

Joseph LaDue, age 46, became VP, Chief Accounting Officer and Controller on the same date. He previously served as VP, Corporate Controller and Chief Accounting Officer at REV since December 2022, after earlier controller roles at REV and a 13-year career at KPMG LLP. LaDue is a certified public accountant.

His compensation includes an annual base salary of $357,500, eligibility for an incentive bonus targeted at 40% of salary, and an initial long-term incentive award of $139,000. Subject to his and the Company’s performance, he is also expected to be eligible for annual long-term incentive awards valued at about 85% of base salary. The company states that Johnston’s departure is not due to any disagreement over operations, policies, or practices, and that LaDue has no related-party arrangements, family relationships with directors or officers, or disclosable related-party transactions.

Terex Corporation has completed its merger with REV Group and reported full-year 2025 results while issuing a detailed 2026 outlook. In 2025, Terex generated $5.4 billion in net sales (up 6%), EBITDA of $635 million with an 11.7% margin, earnings per share of $4.93, and free cash flow of $325 million, a 147% cash conversion. REV recently produced about $2.5 billion of revenue and $230 million of adjusted EBITDA, and will operate as a new Specialty Vehicles segment. For 2026, the combined company expects sales of $7.5–$8.1 billion, pro forma EBITDA of $930 million–$1.0 billion (about 12.4% margin at the midpoint), and EPS of $4.50–$5.00, including roughly $28 million of synergies toward a $75 million run-rate target by 2028. Strong Q4 bookings of $1.9 billion, up 32% year over year, and solid backlogs across segments provide visibility into 2026 performance.

Terex Corporation reported mixed fourth quarter and full-year 2025 results while outlining growth plans for 2026. Full-year net sales rose to $5.4 billion, up 5.7% from 2024, but diluted EPS declined to $3.33 from $4.96 as weaker Aerials demand, production cuts and tariffs pressured margins. Adjusted EPS was $4.93.

Free cash flow strengthened to $325 million, a 147% cash conversion, and year-end liquidity reached $1.6 billion. Q4 bookings of $1.9 billion, up 32% year over year with a 145% book‑to‑bill, reflect strong demand across segments.

Environmental Solutions delivered double‑digit pro forma sales growth and margin expansion, while Materials Processing saw lower full‑year revenue but solid profitability. Aerials revenue and margins fell sharply for the year, hurt by tariffs and lower volumes. Management highlighted a “transformational” year with ESG integration and completion of the REV merger, creating a new Specialty Vehicles segment for 2026.

For 2026, Terex guides net sales of $7.5–$8.1 billion and EBITDA of $930 million–$1 billion, implying ~12% year‑over‑year pro forma EBITDA growth and a 12.4% margin at the midpoint. EPS is expected between $4.50 and $5.00, including 11 months of Specialty Vehicles, about $28 million of realized synergies, a ~21% tax rate and roughly 3% dilution at 111 million shares.

Terex Corporation completed its previously announced acquisition of REV Group, Inc. and its subsidiaries on February 2, 2026. The transaction was structured as a two‑step merger, leaving REV as a wholly owned direct subsidiary of Terex through Tag Merger Sub 2 LLC.

At the effective time of the merger, Terex expanded its board of directors to twelve members. Two directors, Paula H. J. Cholmondeley and Christopher Rossi, resigned without any disagreement on company matters, and Cholmondeley was named director emeritus in a non‑voting, advisory role. Five former REV directors—Jean Marie (John) Canan, David Dauch, Charles Dutil, Kathleen Steele and Maureen O’Connell—joined the Terex board and its key committees as independent directors. Terex also issued a press release announcing the closing, and noted that REV’s historical financial statements and related pro forma information are available in its previously filed registration statement.

Terex Corporation announced that it will host a conference call to review its fourth quarter 2025 financial results on February 11, 2026, at 8:30 a.m. Eastern Time. The company will release the results before the call, and both a live webcast and replay will be available to the public on its investor website.

Terex Corporation reported that its stockholders approved issuing new common shares to REV Group stockholders as part of the previously announced two‑step merger transaction between Terex and REV. This vote clears a key shareholder condition for completing the combination.

At the special meeting, 57,398,568 shares of Terex common stock were present, representing about 87.51% of shares entitled to vote. The stock issuance proposal passed with 54,715,508 votes for, 2,531,328 against, and 151,732 abstentions. No other business was conducted.

Terex and REV also announced that all shareholder approvals required for the transaction have been obtained and that closing is expected in the first week of February 2026, subject to satisfaction or waiver of customary closing conditions. The companies reiterate forward‑looking statements about anticipated synergies, earnings predictability, leverage and free cash flow, while cautioning that various economic, competitive and integration risks could cause actual results to differ.

Terex Corporation is supplementing its joint proxy statement/prospectus for its planned merger with REV Group after several stockholder lawsuits and demand letters challenged the adequacy of merger-related disclosures. Terex and REV dispute the claims but are adding detail to avoid potential delays and costs while keeping the special stockholder meeting on January 28, 2026 and the merger consideration unchanged.

The new disclosures expand the background of negotiations, valuation work by Barclays and J.P. Morgan, and prospective financial information. Terex now shares standalone projections through 2029, including 2025 estimated revenue of $5,256 million, adjusted EBITDA of $620 million, and unlevered free cash flow of $422 million, as well as additional information on synergy valuation of approximately $595 million net present value. The board continues to recommend voting in favor of the Terex stock issuance and other merger proposals.

Terex Corporation furnished an update on its operations by issuing a press release providing third quarter 2025 financial results. The company also announced a conference call on October 30, 2025 at 8:30 a.m. Eastern Time to discuss the update, accompanied by a slide presentation available at its investor website.

The press release is filed as Exhibit 99.1, with the cover page interactive data file included as Exhibit 104.

Terex Corporation entered into a definitive Agreement and Plan of Merger with REV Group. Each share of REV Group common stock will be converted at closing into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash, subject to the agreement’s terms.

The transaction is structured as a two-step merger, after which the surviving company will be a wholly owned subsidiary of Terex. Closing is conditioned on approvals from both companies’ stockholders, expiration or termination of the HSR waiting period, an effective Form S-4 registering the Terex shares to be issued, and NYSE listing authorization for those shares.

The agreement includes customary covenants, no‑shop provisions with fiduciary outs, and a $128,000,000 termination fee under specified circumstances. The outside date is April 29, 2026, with potential extensions to July 29, 2026 and October 29, 2026 for pending regulatory approvals. Post‑closing, Terex’s board will have 12 directors: 7 legacy Terex and 5 legacy REV, with specified committee leadership and a 42%/58% slate mix through the 2027 meeting.

Terex Corporation announced it will host a conference call to review its third quarter 2025 financial results on Thursday, October 30, 2025, at 8:30 a.m. Eastern Time. The company will release its results prior to the call.

A simultaneous webcast and replay will be available to the public at investors.terex.com. The announcement was provided via a press release furnished as Exhibit 99.1.

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.

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.