Terex (NYSE: TEX) general counsel granted RSUs with tax shares withheld

Rhea-AI Filing Summary

Terex Corp senior vice president and general counsel Scott Posner reported equity compensation and related tax withholding. On March 15, 2026, 5,827 shares of common stock were withheld at $59.41 per share to cover taxes tied to the scheduled vesting of previously granted restricted stock.

On the same date, he received three new restricted stock unit (RSU) awards: 7,659 time-based RSUs that vest in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029, and two performance-based RSU grants of 7,112 units each. One 7,112-unit grant vests in the first quarter of 2029 based on return on invested capital from 2026–2028, and the other 7,112-unit grant vests in the first quarter of 2029 based on relative total shareholder return from January 1, 2026 to December 31, 2028.

After these transactions, Posner directly owned 84,342 shares of Terex common stock, including previously reported RSUs.

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

OMB APPROVAL

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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^*

POSNER SCOTT

(Last) (First) (Middle)

C/O TEREX CORPORATION

301 MERRITT 7

(Street)

NORWALK CT 06851

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TEREX CORP [ TEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior V.P., Gen Counsel Sec.

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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, $.01 par value	03/15/2026		F		5,827(1)	D	$59.41	62,459(2)	D
Common Stock, $.01 par value	03/15/2026		A		7,659(3)	A	$0	70,118(2)	D
Common Stock, $.01 par value	03/15/2026		A		7,112(4)	A	$0	77,230(2)	D
Common Stock, $.01 par value	03/15/2026		A		7,112(5)	A	$0	84,342(2)	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. Shares are being withheld for payment of the tax liability associated with the scheduled vesting of previously granted restricted stock.

2. Total includes previously reported restricted stock units.

3. The shares represent 7,659 restricted stock units ("RSUs") issued by Issuer pursuant to one of its long-term incentive plans. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as follows: 1/3 on March 15, 2027; 1/3 on March 15, 2028; and 1/3 on March 15, 2029, subject to the Reporting Person's continued employment with the Issuer on each such vesting date.

4. The shares represent 7,112 restricted stock units ("RSUs") issued by Issuer pursuant to one of its long-term incentive plans. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in the first quarter of 2029 if the Company achieves a targeted return on invested capital ("ROIC") in each of 2026, 2027 and 2028. The number of RSUs in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted ROIC.

5. The shares represent 7,112 restricted stock units ("RSUs") issued by Issuer pursuant to one of its long-term incentive plans. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in the first quarter of 2029 if the Company achieves a targeted percentile rank against a peer group of companies for three year annualized total shareholder return ("TSR") for the period January 1, 2026 - December 31, 2028. The number of RSUs in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.

Remarks:

	/s/Scott J. Posner	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Terex (TEX) executive Scott Posner report?

Scott Posner reported routine equity compensation activity and tax withholding. He had 5,827 shares withheld to cover taxes on vesting stock and received three new restricted stock unit awards totaling 21,883 RSUs, all subject to future vesting conditions and performance goals.

How many Terex (TEX) shares does Scott Posner hold after this Form 4?

After the reported transactions, Scott Posner directly held 84,342 Terex common shares. This total includes previously reported restricted stock units and reflects both the tax-related share withholding and the newly granted RSUs disclosed in the filing for March 15, 2026.

What are the terms of Scott Posner’s time-based RSU grant at Terex (TEX)?

Posner received 7,659 time-based RSUs, each representing one Terex share. These RSUs vest in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029, contingent on his continued employment with the company through each vesting date.

What performance conditions apply to Scott Posner’s ROIC-based RSUs at Terex (TEX)?

One 7,112-unit RSU grant vests in the first quarter of 2029 if Terex meets targeted return on invested capital in 2026, 2027, and 2028. The number of RSUs ultimately earned can be adjusted up or down based on performance versus the specified ROIC targets.

How do the TSR-based RSUs for Scott Posner at Terex (TEX) vest?

A separate 7,112-unit RSU grant vests in the first quarter of 2029 based on Terex’s percentile rank for three-year annualized total shareholder return from January 1, 2026, to December 31, 2028, compared with a peer group, with potential upward or downward adjustment.

Was Scott Posner’s share withholding at Terex (TEX) an open-market sale?

No. The 5,827 shares were withheld by Terex to pay tax liabilities from previously granted restricted stock vesting. This Form 4 characterizes the event as a tax-withholding disposition, not an open-market sale initiated by the executive.