Merger grants Terex (NYSE: TEX) executive 88,324 shares and major RSU package

Rhea-AI Filing Summary

Terex Corporation’s President of Specialty Vehicles, Michael Edward Virnig, reported stock awards tied to Terex’s merger with REV Group. On February 2, 2026, he acquired 41,748 shares of Terex common stock and an additional 46,576 Terex restricted stock units, both at a reported price of $0 per share due to the merger conversion mechanics.

After these transactions, Virnig beneficially owned 88,324 shares of Terex common stock, including the RSU awards. Of the 46,576 Terex RSU Awards, 23,766 are scheduled to vest on 12/31/2026, 17,572 on 12/31/2027, and 5,238 on 12/31/2028, subject to continued employment or applicable termination provisions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Virnig Michael Edward

Role President, Specialty Vehicles

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $ .01 par value	41,748	$0.00	--
Grant/Award	Common Stock, $ .01 par value	46,576	$0.00	--

Holdings After Transaction: Common Stock, $ .01 par value — 41,748 shares (Direct)

Footnotes (1)

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"). 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. Number of shares beneficially held includes 46,576 Terex RSU Awards, of which 23,766 will vest on 12/31/2026, 17,572 will vest on 12/31/2027, and 5,238 will vest on 12/31/2028, in each case subject to the continued employment of the Registrant or the application of certain termination of employment rights under the terms applicable to the Terex RSU Awards.

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

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^*

Virnig Michael Edward

(Last) (First) (Middle)

C/O TEREX CORPORATION

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Specialty Vehicles

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)		41,748(1)	A(1)	$0(1)	41,748	D
Common Stock, $ .01 par value	02/02/2026		A(2)		46,576(2)	A(2)	$0(2)	88,324(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 46,576 Terex RSU Awards, of which 23,766 will vest on 12/31/2026, 17,572 will vest on 12/31/2027, and 5,238 will vest on 12/31/2028, in each case subject to the continued employment of the Registrant or the application of certain termination of employment 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.
* 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.

FAQ

What did Michael Edward Virnig report in this Form 4 for TEX?

Michael Edward Virnig reported acquiring 41,748 Terex common shares and 46,576 Terex RSU Awards on February 2, 2026. These awards arose from Terex’s merger with REV Group and were reported at a transaction price of $0 per share.

Why did the Terex (TEX) executive receive shares at a price of $0?

The reported $0 transaction price reflects stock and RSU conversions under the merger terms with REV Group. REV common stock and RSU awards were converted into Terex common shares and Terex RSU Awards, rather than being purchased for cash in the open market.

How many Terex shares does Michael Virnig beneficially own after these transactions?

After the reported transactions, Michael Virnig beneficially owns 88,324 shares of Terex common stock. This total includes 46,576 Terex RSU Awards, which are subject to future vesting conditions and continued employment or specified termination provisions.

What are the vesting dates for Michael Virnig’s Terex RSU Awards?

Virnig’s 46,576 Terex RSU Awards vest in stages: 23,766 on 12/31/2026, 17,572 on 12/31/2027, and 5,238 on 12/31/2028. Vesting is conditioned on continued employment or applicable termination rights.

How is the Terex–REV Group merger reflected in this insider filing for TEX?

The filing explains that each share of REV common stock was converted into 0.9809 Terex shares plus $8.71 in cash. REV RSU awards were also converted into Terex RSU Awards using an Award Exchange Ratio of 1.1309% and associated restricted cash amounts.

What role does Michael Edward Virnig hold at Terex Corporation (TEX)?

Michael Edward Virnig is identified as an officer of Terex, serving as President, Specialty Vehicles. The Form 4 indicates the reported Terex common stock and RSU holdings are held with direct ownership, rather than through an indirect entity.