Terex Corp SEC Filings

Terex Corporation reported that its stockholders approved issuing new common shares to REV Group stockholders as part of the previously announced two‑step merger transaction between Terex and REV. This vote clears a key shareholder condition for completing the combination.

At the special meeting, 57,398,568 shares of Terex common stock were present, representing about 87.51% of shares entitled to vote. The stock issuance proposal passed with 54,715,508 votes for, 2,531,328 against, and 151,732 abstentions. No other business was conducted.

Terex and REV also announced that all shareholder approvals required for the transaction have been obtained and that closing is expected in the first week of February 2026, subject to satisfaction or waiver of customary closing conditions. The companies reiterate forward‑looking statements about anticipated synergies, earnings predictability, leverage and free cash flow, while cautioning that various economic, competitive and integration risks could cause actual results to differ.

Terex Corporation filed an update on its planned merger with REV Group, addressing shareholder litigation and adding detail to its joint proxy statement. Several stockholders of REV and Terex have filed lawsuits and sent demand letters alleging disclosure deficiencies; Terex and REV dispute these claims but are voluntarily supplementing disclosures to avoid delays to the mergers and the upcoming special meeting.

The supplement clarifies that an initial all‑stock merger proposal envisioned Terex stockholders owning 61.5% of the combined company after divesting Terex’s Aerials business, with REV stockholders owning 38.5%. It expands on valuation work by Barclays and J.P. Morgan, including discounted cash flow analyses, comparable‑company multiples and synergy estimates. Terex also discloses Barclays’ compensation, including a $4.0 million opinion fee, up to $18.0 million payable on completion and a potential $2.0 million discretionary fee, and provides Terex management forecasts showing revenue growing from $5,256 million in 2025E to $7,235 million in 2029E with rising adjusted EBITDA and free cash flow.

Terex Corporation filed an update on its planned merger with REV Group, addressing shareholder litigation and adding detail to its joint proxy statement. Several stockholders of REV and Terex have filed lawsuits and sent demand letters alleging disclosure deficiencies; Terex and REV dispute these claims but are voluntarily supplementing disclosures to avoid delays to the mergers and the upcoming special meeting.

The supplement clarifies that an initial all‑stock merger proposal envisioned Terex stockholders owning 61.5% of the combined company after divesting Terex’s Aerials business, with REV stockholders owning 38.5%. It expands on valuation work by Barclays and J.P. Morgan, including discounted cash flow analyses, comparable‑company multiples and synergy estimates. Terex also discloses Barclays’ compensation, including a $4.0 million opinion fee, up to $18.0 million payable on completion and a potential $2.0 million discretionary fee, and provides Terex management forecasts showing revenue growing from $5,256 million in 2025E to $7,235 million in 2029E with rising adjusted EBITDA and free cash flow.

Terex Corporation is supplementing its joint proxy statement/prospectus for its planned merger with REV Group after several stockholder lawsuits and demand letters challenged the adequacy of merger-related disclosures. Terex and REV dispute the claims but are adding detail to avoid potential delays and costs while keeping the special stockholder meeting on January 28, 2026 and the merger consideration unchanged.

The new disclosures expand the background of negotiations, valuation work by Barclays and J.P. Morgan, and prospective financial information. Terex now shares standalone projections through 2029, including 2025 estimated revenue of $5,256 million, adjusted EBITDA of $620 million, and unlevered free cash flow of $422 million, as well as additional information on synergy valuation of approximately $595 million net present value. The board continues to recommend voting in favor of the Terex stock issuance and other merger proposals.

Terex Corporation’s President of Environmental Solutions, Patrick S. Carroll, reported a small purchase of company stock. On January 7, 2026, he acquired 40 shares of Terex common stock at $57.8 per share through payroll deductions under the company’s Deferred Compensation Plan. After this transaction, he beneficially owned 92,630 shares, which the company notes include previously reported restricted stock units and shares received as dividends. The filing reflects ongoing participation in equity and deferred compensation programs rather than a major change in ownership.

Terex Corporation’s Senior Vice President and Chief Financial Officer Jennifer Kong-Picarello reported a small stock purchase under a company plan. On January 7, 2026, she acquired 22 shares of Terex common stock at $57.8 per share through payroll deductions in the company’s Deferred Compensation Plan. After this transaction, she beneficially owned 65,359 shares, a figure that includes previously reported restricted stock units and shares received as dividends.

Terex Corporation is asking its stockholders and those of REV Group to approve a strategic merger in which REV will become a wholly owned subsidiary of Terex through a two-step merger structure. Each share of REV common stock will be converted into 0.9809 shares of Terex common stock plus $8.71 in cash, with cash paid instead of fractional Terex shares. Based on Terex’s trading prices on specified dates, this implied roughly $63–$62 per REV share. After closing, former REV holders are expected to own about 42% of Terex on a fully diluted basis, and existing Terex holders about 58%. Special virtual meetings for both companies are scheduled for January 28, 2026, where Terex investors will vote on approving the stock issuance and REV investors will vote on adopting the Merger Agreement. Both boards unanimously recommend voting “FOR” their respective key proposals, and the mergers are intended to qualify as a tax-free reorganization under U.S. federal income tax rules. Dissenting REV stockholders may instead seek cash “fair value” through Delaware appraisal rights.

Terex Corporation director reports stock grant under annual retainer

A Terex Corporation director filed a Form 4 disclosing receipt of common stock as part of board compensation. On 12/17/2025, the director acquired 2,866 shares of Terex common stock with a par value of $0.01 per share at a reportable price of $52.92 per share. This brought the director’s beneficial ownership to 2,866 shares, all held directly. The filing explains that the shares represent a prorata payment of the annual director retainer, meaning this is compensation in stock rather than an open-market purchase.

Terex Corporation has filed an amended Form S-4 for its strategic merger with REV Group. Under the Merger Agreement, each share of REV common stock will be converted into 0.9809 shares of Terex common stock plus $8.71 in cash, with cash paid instead of fractional Terex shares. Based on current fully diluted share counts at signing, former REV holders are expected to own about 42% of Terex after closing and existing Terex holders about 58%.

Completion of the mergers requires approval of Terex stockholders to issue new Terex shares and approval of REV stockholders to adopt the Merger Agreement. Both companies will hold virtual special meetings on January 28, 2026, for these votes. REV stockholders who do not vote in favor and follow strict Delaware procedures may seek cash “fair value” in court through appraisal rights. After closing, REV will become a wholly owned Terex subsidiary and its stock will be delisted from the NYSE.