Director Charles Dutil adds 46,754 Terex (TEX) shares after REV Group merger

Rhea-AI Filing Summary

Terex Corporation director Charles Dutil reported new share ownership tied to the closing of Terex’s merger with REV Group. At the merger’s effective time on February 2, 2026, his REV common stock was converted into 44,374 shares of Terex common stock plus cash merger consideration.

He also received 2,380 Terex restricted stock units derived from prior REV RSU awards, bringing his total beneficial ownership to 46,754 Terex shares. These 2,380 Terex RSU Awards will vest in full on December 31, 2026, if he continues serving as a director or meets specified termination-of-service conditions.

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

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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^*

Dutil Charles

(Last) (First) (Middle)

C/O TEREX CORP

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)		44,374(1)	A(1)	$0(1)	44,374	D
Common Stock, $ .01 par value	02/02/2026		A(2)		2,380(2)	A(2)	$0(2)	46,754(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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Terex (TEX) director Charles Dutil report?

Charles Dutil reported acquiring Terex shares in connection with the closing of the Terex–REV Group merger. His REV common stock converted into 44,374 Terex common shares, plus related cash consideration, and he now beneficially owns 46,754 Terex shares including restricted stock units.

How many Terex (TEX) shares does Charles Dutil now beneficially own?

After the merger-related equity conversion, Charles Dutil beneficially owns 46,754 Terex shares. This figure includes 44,374 Terex common shares from converted REV stock and 2,380 Terex restricted stock units that were assumed and adjusted from prior REV RSU awards.

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

Each share of REV common stock converted into 0.9809 shares of Terex common stock plus cash merger consideration of $8.71 per REV share. This exchange ratio and cash amount governed how former REV shareholders, including Charles Dutil, received Terex equity and cash at closing.

What happened to Charles Dutil’s REV RSU awards in the Terex (TEX) merger?

At the merger’s effective time, each REV RSU Award was automatically assumed by Terex and converted into Terex RSU Awards. The number of Terex RSUs was based on an Award Exchange Ratio of 1.1309, plus restricted cash representing accrued but unpaid dividend equivalent rights on the original REV RSUs.

When do Charles Dutil’s Terex (TEX) RSU Awards vest?

The 2,380 Terex RSU Awards held by Charles Dutil are scheduled to vest 100% on December 31, 2026. Vesting is conditioned on his continued service as a director or satisfying specified termination-of-service provisions applicable to those Terex RSU Awards.