Terex Corp SEC Filings

Terex Corporation has filed a Form S-4 outlining a proposed strategic merger with REV Group. Under the Merger Agreement, each share of REV common stock will be converted into the right to receive 0.9809 shares of Terex common stock plus $8.71 in cash, with cash paid in lieu of fractional Terex shares. Based on Terex’s $55.98 closing price on October 29, 2025, this implied about $63.62 of value per REV share, compared with REV’s $59.98 close that day. After the merger, REV will cease to be public and become a wholly owned Terex subsidiary, while REV stockholders are expected to own about 42% of Terex on a fully diluted basis and Terex stockholders about 58%. Completion requires approval of Terex’s stock issuance proposal and REV’s merger proposal at separate virtual special meetings, and certain regulatory and other conditions. REV stockholders who do not vote in favor of the merger may have appraisal rights under Delaware law.

Terex Corporation reported an insider ownership update for a company director. The filing shows that this director beneficially owns 0 shares of Terex common stock as of the reported event on 12/01/2025. The report also indicates that the director holds no derivative securities, such as options or warrants, tied to Terex common stock.

Terex Corporation (TEX) reported an insider purchase by its Pres., Environmental Solutions. On 11/06/2025, the officer acquired 75 shares of common stock at $46.27 per share through payroll deductions under the Company’s Deferred Compensation Plan. Following this transaction, the officer beneficially owns 92,360 shares directly. The total beneficial ownership figure includes previously reported restricted stock units.

Terex Corporation (TEX) reported an insider transaction: the Senior Vice President and CFO acquired 41 shares of common stock at $46.27 on 11/06/2025.

Following this purchase, the officer beneficially owns 65,177 shares, held directly. The filing notes the shares were purchased through payroll deductions under the Company’s Deferred Compensation Plan, and the total includes previously reported restricted stock units.

Terex Corporation (TEX) director reported an open‑market purchase of common stock on 10/31/2025. The reporting person bought 2,120 shares at a price of $46.59 per share.

Following this transaction, the reporting person beneficially owned 25,428 shares, held in direct ownership. The filing was made on Form 4 and indicates it was filed by one reporting person.

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.