Terex (NYSE: TEX) CFO receives time- and performance-based RSU awards

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Terex Corporation Senior Vice President and CFO Jennifer Kong-Picarello reported routine equity compensation and related tax withholding. On March 15, 2026, 1,843 shares of common stock were withheld at $59.41 per share to cover taxes from the scheduled vesting of previously granted restricted stock.

She received a new grant of 9,426 restricted stock units (RSUs) that vest in three equal parts on March 15, 2027, 2028, and 2029, subject to continued employment. She also received two performance-based RSU grants of 8,753 RSUs each, one tied to targeted return on invested capital for 2026–2028 and one tied to relative total shareholder return over the same period, both vesting in the first quarter of 2029 with potential adjustment based on performance. After these transactions, she directly holds 87,483 shares, including previously reported RSUs.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider KONG-PICARELLO JENNIFER

Role Senior Vice President, CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $ .01 par value	1,843	$59.41	$109K
Grant/Award	Common Stock, $ .01 par value	9,426	$0.00	--
Grant/Award	Common Stock, $ .01 par value	8,753	$0.00	--
Grant/Award	Common Stock, $ .01 par value	8,753	$0.00	--

Holdings After Transaction: Common Stock, $ .01 par value — 60,551 shares (Direct)

Footnotes (1)

Shares are being withheld for payment of the tax liability associated with the scheduled vesting of previously granted restricted stock. Total includes previously reported restricted stock units. The shares represent 9,426 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. The shares represent 8,753 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. The shares represent 8,753 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.

Form 4 Insider Transactions: What Each Field Means →

03/17/2026 - 05:47 PM

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^*

KONG-PICARELLO JENNIFER

(Last)

(First)

(Middle)

C/O TEREX CORPORATION

301 MERRITT 7

(Street)

NORWALK

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 Vice President, CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $ .01 par value	03/15/2026		F		1,843⁽¹⁾	D	$59.41	60,551⁽²⁾	D
Common Stock, $ .01 par value	03/15/2026		A		9,426⁽³⁾	A	$0	69,977⁽²⁾	D
Common Stock, $ .01 par value	03/15/2026		A		8,753⁽⁴⁾	A	$0	78,730⁽²⁾	D
Common Stock, $ .01 par value	03/15/2026		A		8,753⁽⁵⁾	A	$0	87,483⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 9,426 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 8,753 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 8,753 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 by power of attorney	03/17/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Terex (TEX) CFO Jennifer Kong-Picarello report?

Jennifer Kong-Picarello reported tax-related share withholding and new equity awards. 1,843 shares were withheld to pay taxes on vesting stock, and she received three RSU grants, including time-based and performance-based awards tied to multi-year ROIC and total shareholder return goals.

How many Terex (TEX) shares were withheld for CFO tax obligations?

Terex withheld 1,843 common shares at $59.41 each for Jennifer Kong-Picarello’s tax liability. This withholding related to the scheduled vesting of previously granted restricted stock and was not an open-market sale, but a standard mechanism to cover income tax obligations.

What new RSU awards did the Terex (TEX) CFO receive in this Form 4?

She received one grant of 9,426 RSUs vesting in thirds on March 15, 2027, 2028, and 2029. She also received two grants of 8,753 RSUs each, which vest in the first quarter of 2029 based on Terex meeting specified ROIC and relative TSR performance targets for 2026–2028.

Are the new Terex (TEX) CFO RSUs performance-based or time-based?

The filing shows both types. One 9,426-RSU grant vests over time with continued employment. Two 8,753-RSU grants are performance-based, vesting in early 2029 only if Terex meets multi-year targets for return on invested capital and relative total shareholder return versus a peer group.

How many Terex (TEX) shares does the CFO hold after these transactions?

After the reported transactions, Jennifer Kong-Picarello directly holds 87,483 Terex shares. This figure includes previously reported restricted stock units, reflecting her total direct equity position in the company as shown in this Form 4 filing’s post-transaction ownership column.

What performance conditions apply to the Terex (TEX) CFO’s new RSUs?

The performance RSUs vest in the first quarter of 2029 only if Terex hits targeted ROIC levels for 2026, 2027 and 2028, and achieves a targeted percentile rank for three-year annualized total shareholder return versus a peer group. Award sizes may adjust up or down based on performance.