TEREX CORP SEC Filings

Terex Corporation (TEX) reported Q3 2025 results. Net sales were $1,387 million, up from $1,212 million a year ago. Operating profit rose to $140 million from $122 million, while net income declined to $65 million (diluted EPS $0.98) from $88 million (diluted EPS $1.31). The lower bottom line reflects higher interest expense of $45 million versus $13 million and a higher effective tax rate of 31.4% versus 11.1%.

By segment, sales were Aerials $537 million (operating profit $45 million), Materials Processing $417 million ($52 million), and Environmental Solutions $435 million ($58 million), reflecting the contribution from the Environmental Solutions business acquired in 2024. Year to date, net sales reached $4,103 million and net income was $158 million.

Cash from operations for the first nine months was $235 million, and cash and cash equivalents were $509 million at September 30, 2025. Long‑term debt was $2,580 million. Shares outstanding were 65.6 million as of October 27, 2025.

Terex Corporation furnished an update on its operations by issuing a press release providing third quarter 2025 financial results. The company also announced a conference call on October 30, 2025 at 8:30 a.m. Eastern Time to discuss the update, accompanied by a slide presentation available at its investor website.

The press release is filed as Exhibit 99.1, with the cover page interactive data file included as Exhibit 104.

Terex Corporation entered into a definitive Agreement and Plan of Merger with REV Group. Each share of REV Group common stock will be converted at closing into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash, subject to the agreement’s terms.

The transaction is structured as a two-step merger, after which the surviving company will be a wholly owned subsidiary of Terex. Closing is conditioned on approvals from both companies’ stockholders, expiration or termination of the HSR waiting period, an effective Form S-4 registering the Terex shares to be issued, and NYSE listing authorization for those shares.

The agreement includes customary covenants, no‑shop provisions with fiduciary outs, and a $128,000,000 termination fee under specified circumstances. The outside date is April 29, 2026, with potential extensions to July 29, 2026 and October 29, 2026 for pending regulatory approvals. Post‑closing, Terex’s board will have 12 directors: 7 legacy Terex and 5 legacy REV, with specified committee leadership and a 42%/58% slate mix through the 2027 meeting.

Terex (TEX) reported an insider equity transaction by its President, Materials Processing. On 10/20/2025, 6,791 shares of common stock were withheld at $53.01 (transaction code F) to satisfy taxes from a scheduled restricted stock vesting. After this withholding, the officer beneficially owns 185,329 shares, held directly. The total includes shares received as a dividend and previously reported restricted stock units.

Terex Corporation announced it will host a conference call to review its third quarter 2025 financial results on Thursday, October 30, 2025, at 8:30 a.m. Eastern Time. The company will release its results prior to the call.

A simultaneous webcast and replay will be available to the public at investors.terex.com. The announcement was provided via a press release furnished as Exhibit 99.1.

Dimensional Fund Advisors LP reported ownership of 3,357,963 common shares of Terex Corp, representing 5.1% of the outstanding class as of 09/30/2025. The filing states 3,267,742 shares are subject to sole voting power and 3,357,963 shares to sole dispositive power, while Dimensional disclaims beneficial ownership because the shares are held by client Funds it advises. The statement is filed on Schedule 13G under passive investor rules and certifies the holdings were acquired in the ordinary course of business and not to influence control of the issuer. The signature certifies the accuracy of the disclosure on 10/09/2025.

Insider transaction summary: The Form 4 shows that Jennifer Kong-Picarello, Senior Vice President and CFO of Terex Corporation (TEX), purchased 24 shares of Terex common stock on 10/02/2025 at a price of $52.45 per share through payroll deductions under the company Deferred Compensation Plan. After the purchase, her total reported beneficial ownership is 65,136 shares, which includes previously reported restricted stock units and shares received as a dividend. The filing was signed by power of attorney on 10/06/2025.

Patrick S. Carroll, President of Environmental Solutions at Terex Corporation (TEX), reported a purchase of 44 shares of Terex common stock on 10/02/2025 at a price of $52.45 per share. After the transaction, Mr. Carroll beneficially owned 92,285 shares, a total that the filing says includes previously reported restricted stock units and shares received as a dividend. The filing notes the 44-share purchase was made through payroll deductions into the company’s Deferred Compensation Plan. The Form 4 is signed by power of attorney on 10/06/2025.

Terex Corporation reported that Srikanth Padmanabhan has been appointed to its Board of Directors, with his service effective December 1, 2025. He recently retired as Executive Vice President and President – Operations of Cummins, Inc., where he spent 34 years in a variety of global leadership roles across engine, power generation and components businesses, and previously worked in manufacturing and plant leadership in India, the U.S., Mexico and England.

Terex states there are no related-party relationships requiring disclosure for Mr. Padmanabhan. He will serve as an independent director under New York Stock Exchange standards and the company’s governance guidelines and will receive the standard compensation provided to all non-employee directors, as described in Terex’s April 1, 2025 proxy statement. The company expects he will also serve on Board committees, and it has issued a press release announcing his appointment.