Terex (TEX) CEO Meester granted 105K RSUs; 14,926 shares withheld for taxes

Rhea-AI Filing Summary

Terex Corp President and CEO Simon Meester reported routine equity compensation activity and related tax withholding. On March 15, 2026, 14,926 shares of common stock were withheld at $59.41 per share to cover taxes tied to the scheduled vesting of previously granted restricted stock.

He received a new award of 36,820 restricted stock units (RSUs) that vest in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029, subject to continued employment. He also received 34,190 RSUs tied to achieving a targeted return on invested capital for 2026–2028 and another 34,190 RSUs tied to relative total shareholder return over the same period, both vesting in the first quarter of 2029 and subject to upward or downward adjustment based on performance. After these transactions, Meester directly owns 328,038 shares, including previously reported RSUs.

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^*

MEESTER SIMON

(Last) (First) (Middle)

C/O TEREX CORP

301 MERRITT 7

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value	03/15/2026		F		14,926(1)	D	$59.41	222,838(2)	D
Common Stock, $.01 par value	03/15/2026		A		36,820(3)	A	$0	259,658(2)	D
Common Stock, $.01 par value	03/15/2026		A		34,190(4)	A	$0	293,848(2)	D
Common Stock, $.01 par value	03/15/2026		A		34,190(5)	A	$0	328,038(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 scheduled vesting of previously granted restricted stock.

2. Total includes previously reported restricted stock units.

3. The shares represent 36,820 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 34,190 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 34,190 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.
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FAQ

What insider transactions did Terex (TEX) CEO Simon Meester report?

Simon Meester reported routine equity compensation activity. Terex’s CEO had 14,926 shares withheld to pay taxes on vesting stock and received three new restricted stock unit grants totaling 105,200 units, all subject to multi-year vesting and performance conditions.

How many Terex (TEX) shares does CEO Simon Meester hold after these Form 4 transactions?

Following the reported transactions, Simon Meester directly owns 328,038 Terex common shares. This total includes previously reported restricted stock units, reflecting both existing holdings and the impact of new awards and tax-withholding share reductions.

What are the terms of Simon Meester’s new time-based RSU grant at Terex (TEX)?

Meester received 36,820 time-based RSUs from Terex. Each RSU converts into one common share, vesting one-third on March 15, 2027, one-third on March 15, 2028, and the final third on March 15, 2029, contingent on continued employment.

What performance goals affect Simon Meester’s ROIC-based RSUs at Terex (TEX)?

Terex granted Meester 34,190 RSUs that vest in the first quarter of 2029 if the company achieves a targeted return on invested capital for 2026, 2027, and 2028. The final RSU count can be adjusted up or down based on ROIC performance.

How are Simon Meester’s TSR-based RSUs at Terex (TEX) structured?

Meester received 34,190 RSUs tied to relative total shareholder return. These units vest in the first quarter of 2029 if Terex reaches a targeted percentile rank versus a peer group over January 1, 2026 to December 31, 2028, with potential upward or downward adjustment.

Why were 14,926 Terex (TEX) shares disposed of in Simon Meester’s Form 4?

The 14,926 shares were withheld by Terex to pay the tax liability from vesting restricted stock. This F-code transaction is a tax-withholding disposition, not an open-market sale, and is a standard mechanism associated with equity compensation vesting.