Terex (TEX) former VP uses 1,799 shares to cover tax liability

Rhea-AI Filing Summary

TEREX CORP former VP, CAO and Controller Stephen Johnston reported a routine tax-related share disposition. On May 13, 2026, 1,799 shares of common stock were withheld at $62.82 per share to cover the tax liability from vesting of previously granted restricted stock. After this withholding, Johnston directly held 15,909 shares, and this total includes previously reported restricted stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider JOHNSTON STEPHEN

Role Former VP CAO and Controller

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $.01 par value	1,799	$62.82	$113K

Holdings After Transaction: Common Stock, $.01 par value — 15,909 shares (Direct, null)

Footnotes (1)

1. Shares are being withheld for payment of the tax liability associated with the vesting of previously granted restricted stock. Total includes previously reported restricted stock units.

Key Figures

Shares withheld for taxes: 1,799 shares Withholding price per share: $62.82 per share Shares held after transaction: 15,909 shares

3 metrics

Shares withheld for taxes 1,799 shares Tax-withholding disposition on May 13, 2026

Withholding price per share $62.82 per share Value used for tax-withholding shares

Shares held after transaction 15,909 shares Direct ownership after tax withholding, includes RSUs

Key Terms

tax-withholding disposition, restricted stock, restricted stock units

3 terms

tax-withholding disposition financial

"classified as a tax-withholding disposition, not a discretionary market sale"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock financial

"tax liability associated with the vesting of previously granted restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

restricted stock units financial

"Total includes previously reported restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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

X

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^*

JOHNSTON STEPHEN

(Last) (First) (Middle)

C/O TEREX CORP

301 MERRITT 7

(Street)

NORWALK CONNECTICUT 06851

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Former VP CAO and Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/13/2026		F		1,799(1)	D	$62.82	15,909(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 vesting of previously granted restricted stock.

2. Total includes previously reported restricted stock units.

Remarks:

	/s/Scott J. Posner, by power of attorney	05/14/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did TEREX CORP (TEX) report for Stephen Johnston?

TEREX CORP reported that former VP, CAO and Controller Stephen Johnston had 1,799 common shares withheld. The shares covered tax liabilities tied to vesting of previously granted restricted stock, rather than an open-market sale.

Was the TEREX CORP (TEX) Form 4 transaction a tax-related event?

Yes. The filing states the 1,799 shares were withheld to pay tax liabilities arising from vesting of earlier restricted stock grants. This is classified as a tax-withholding disposition, not a discretionary market sale of shares.

How many TEREX CORP (TEX) shares does Stephen Johnston hold after this Form 4?

After the tax-withholding transaction, Stephen Johnston directly holds 15,909 TEREX CORP common shares. The filing notes this total includes previously reported restricted stock units, providing a consolidated post-transaction ownership figure.

What does the F code mean in the TEREX CORP (TEX) Form 4?

The F transaction code indicates shares were used to pay the exercise price or tax liability. In this case, 1,799 shares of TEREX CORP common stock were withheld specifically to satisfy tax obligations from restricted stock vesting.

Did Stephen Johnston sell TEREX CORP (TEX) shares in the open market?

The Form 4 does not show an open-market sale. It records an F-code tax-withholding disposition where 1,799 shares were withheld to cover tax liabilities, while Johnston’s direct holdings after the event total 15,909 shares.