REV merger gives Terex (NYSE: TEX) director John Canan 64,456 shares

Rhea-AI Filing Summary

Terex Corporation director John Canan reported stock received in connection with the merger between Terex and REV Group. On February 2, 2026, he acquired 62,076 shares of Terex common stock at a stated price of $0.00 per share, reflecting merger consideration rather than an open‑market purchase.

He also holds 2,380 Terex restricted stock units, which were converted from REV RSUs using a stated award exchange ratio of 1.1309. These RSUs are scheduled to vest 100% on December 31, 2026, contingent on his continued service as a director or certain termination provisions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Canan John

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $ .01 par value	62,076	$0.00	--
Grant/Award	Common Stock, $ .01 par value	2,380	$0.00	--

Holdings After Transaction: Common Stock, $ .01 par value — 62,076 shares (Direct)

Footnotes (1)

1. In accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (such transactions, the "Mergers" and such agreement, the "Merger Agreement"), dated as of October 29, 2025, by and among the Issuer, REV Group, Inc. ("REV"), Tag Merger Sub 1 Inc. and Tag Merger Sub 2 LLC, and subject to the terms and upon the conditions set forth in the Merger Agreement, at the effective time of the Mergers occurring on February 2, 2026, (the "Effective Time"), each share of common stock of REV, $.001 par value per share ("REV Common Stock"), was converted into 0.9809 shares (the "Exchange Ratio") of common stock of the Issuer, $0.01 par value per share ("Issuer Common Stock") and $8.71 of cash merger consideration (the "Cash Merger Consideration"). At the Effective Time, each restricted stock unit ("RSU") in respect of REV Common Stock outstanding immediately prior to the Effective Time (each, a "REV RSU Award") was automatically assumed by the Issuer and converted, at the Effective Time, into (i) an award of RSUs relating to shares of Issuer Common Stock (each, a "Terex RSU Award") in respect of a number of shares of Issuer Common Stock equal to the number of shares of Rev Common Stock subject to such REV RSU Award immediately prior to the Effective Time, multiplied by the Award Exchange Ratio (as defined in the Merger Agreement and equaling 1.1309), and (ii) an amount in restricted cash equal to the amount of any dividend equivalent rights that were accrued, but unpaid, as of immediately prior to the Effective Time with respect to such REV RSU Award. Number of shares beneficially held includes 2,380 Terex RSU Awards, of which 100% will vest on December 31, 2026, subject to the continued service of the Registrant as a Director or the application of certain termination of services rights under the terms applicable to the Terex RSU Awards.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Canan John

(Last) (First) (Middle)

C/O TEREX CORPORATION

301 MERRITT 7, 4TH FLR

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A(1)		62,076(1)	A(1)	$0(1)	62,076	D
Common Stock, $ .01 par value	02/02/2026		A(2)		2,380(2)	A(2)	$0(2)	64,456(2)(3)	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. In accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (such transactions, the "Mergers" and such agreement, the "Merger Agreement"), dated as of October 29, 2025, by and among the Issuer, REV Group, Inc. ("REV"), Tag Merger Sub 1 Inc. and Tag Merger Sub 2 LLC, and subject to the terms and upon the conditions set forth in the Merger Agreement, at the effective time of the Mergers occurring on February 2, 2026, (the "Effective Time"), each share of common stock of REV, $.001 par value per share ("REV Common Stock"), was converted into 0.9809 shares (the "Exchange Ratio") of common stock of the Issuer, $0.01 par value per share ("Issuer Common Stock") and $8.71 of cash merger consideration (the "Cash Merger Consideration").

2. At the Effective Time, each restricted stock unit ("RSU") in respect of REV Common Stock outstanding immediately prior to the Effective Time (each, a "REV RSU Award") was automatically assumed by the Issuer and converted, at the Effective Time, into (i) an award of RSUs relating to shares of Issuer Common Stock (each, a "Terex RSU Award") in respect of a number of shares of Issuer Common Stock equal to the number of shares of Rev Common Stock subject to such REV RSU Award immediately prior to the Effective Time, multiplied by the Award Exchange Ratio (as defined in the Merger Agreement and equaling 1.1309), and (ii) an amount in restricted cash equal to the amount of any dividend equivalent rights that were accrued, but unpaid, as of immediately prior to the Effective Time with respect to such REV RSU Award.

3. Number of shares beneficially held includes 2,380 Terex RSU Awards, of which 100% will vest on December 31, 2026, subject to the continued service of the Registrant as a Director or the application of certain termination of services rights under the terms applicable to the Terex RSU Awards.

Remarks:

	/s/ Scott J. Posner by power of attorney	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Terex (TEX) director John Canan report?

John Canan reported receiving Terex stock in connection with the REV merger. On February 2, 2026, he acquired 62,076 shares of Terex common stock at a stated price of $0.00 per share, reflecting stock issued as merger consideration rather than a market purchase.

How many Terex (TEX) shares does John Canan beneficially own after this Form 4?

After the reported transactions, John Canan beneficially owns 64,456 Terex shares. This total includes 62,076 shares of common stock and 2,380 Terex restricted stock units, all reported as directly owned following the completion of the merger-related share and RSU conversions.

How were REV Group shares converted into Terex (TEX) shares and cash?

Each share of REV common stock was converted into 0.9809 shares of Terex common stock plus $8.71 in cash. This exchange ratio and cash merger consideration were applied at the merger’s effective time on February 2, 2026, under the Agreement and Plan of Merger.

What happened to REV Group RSUs in the Terex (TEX) merger?

Each outstanding REV RSU was assumed by Terex and converted into a Terex RSU. The number of Terex RSUs equals the underlying REV shares multiplied by an award exchange ratio of 1.1309, plus restricted cash equal to accrued, unpaid dividend equivalent rights as of the effective time.

When do John Canan’s Terex (TEX) RSU awards vest?

John Canan’s 2,380 Terex RSU Awards are scheduled to vest 100% on December 31, 2026. Vesting is subject to his continued service as a director or the application of specified termination-of-service provisions under the terms governing the Terex RSU Awards.

Was cash also involved in the Terex (TEX) and REV merger consideration?

Yes. For each share of REV common stock, holders received $8.71 in cash in addition to Terex stock. The transaction combined stock consideration at a 0.9809 exchange ratio with this fixed cash amount, all effective at the merger’s completion on February 2, 2026.