Terex (TEX) director awarded 10,931 shares and RSUs from REV merger

Rhea-AI Filing Summary

Terex Corporation director Kathleen M. Steele reported receiving common stock with no cash paid per share following the completion of Terex’s acquisition of REV Group. On February 2, 2026, she acquired 8,551 shares of Terex common stock and an additional 2,380 shares tied to converted restricted stock units. The 2,380 Terex RSU awards are scheduled to fully vest on December 31, 2026, contingent on her continued board service or certain termination 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^*

Steele Kathleen M.

(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)		8,551(1)	A(1)	$0(1)	8,551	D
Common Stock, $ .01 par value	02/02/2026		A(2)		2,380(2)	A(2)	$0(2)	10,931(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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FAQ

What insider transaction did Terex (TEX) disclose for Kathleen M. Steele?

Terex disclosed that director Kathleen M. Steele acquired Terex common stock on February 2, 2026. She received 8,551 shares and an additional 2,380 shares tied to restricted stock units, all at a reported price of $0.00 per share in connection with the REV merger.

How many Terex (TEX) shares does Kathleen M. Steele own after this Form 4 filing?

After the reported transactions, Kathleen M. Steele beneficially owns 10,931 shares of Terex common stock. This total includes 2,380 Terex restricted stock unit awards that will vest in the future, subject to continued board service or specified termination provisions.

Why did Kathleen M. Steele receive Terex (TEX) shares at $0.00 per share?

The shares were issued at a stated price of $0.00 per share because they arose from the merger between Terex and REV Group. REV common stock and RSU awards were converted into Terex common stock and Terex RSU awards pursuant to the Agreement and Plan of Merger.

How were REV Group shares converted into Terex (TEX) stock in the merger?

At the merger’s effective time on February 2, 2026, each share of REV common stock was converted into 0.9809 shares of Terex common stock plus $8.71 in cash consideration. This exchange ratio and cash component were defined in the October 29, 2025 Merger Agreement.

What happened to REV Group restricted stock units in the Terex (TEX) merger?

Each outstanding REV restricted stock unit was assumed by Terex and converted into a Terex RSU award. The number of Terex RSUs equaled the REV RSUs multiplied by an Award Exchange Ratio of 1.1309, plus restricted cash for any accrued but unpaid dividend equivalent rights.

When will Kathleen M. Steele’s Terex (TEX) RSU awards vest?

The 2,380 Terex RSU awards beneficially held by Kathleen M. Steele are scheduled to vest 100% on December 31, 2026. Vesting is conditioned on her continued service as a director or the application of specified termination-of-service rights under the Terex RSU award terms.