Virnig Michael Edward 4
4 · TEREX CORP · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Terex (TEX) President Michael Virnig Receives Award
What Happened
Michael Edward Virnig, President, Specialty Vehicles at Terex Corporation, was recorded as acquiring two types of equity on Feb 2, 2026: 41,748 shares of Terex common stock and 46,576 restricted stock unit (RSU) awards. Both entries show an acquisition price of $0.00, reflecting conversion/assumption events tied to a merger rather than an open-market purchase.
Key Details
- Transaction date: February 2, 2026; Form filed Feb 4, 2026 (period of report 2/2/2026).
- Reported acquisitions: 41,748 shares @ $0.00 and 46,576 RSU awards @ $0.00 (transaction code A = Award/Grant).
- Beneficial ownership note: The filing states the number of shares beneficially held includes 46,576 Terex RSU Awards.
- RSU vesting schedule (per footnote): 23,766 RSUs 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.
- Filing timeliness: Filed within days after the effective transaction date; no late-filing indication in the record.
Context
These entries arose from the closing of a merger (REV Group, Inc. into Terex) where REV common shares and REV RSUs were converted/assumed by Terex. Footnote details state REV shares were converted into Terex shares (and cash merger consideration was paid to REV holders) and REV RSUs were converted into Terex RSU awards (plus any accrued dividend equivalents). The $0.00 per-share price in the Form 4 reflects this conversion/assumption process (not a market purchase or sale).
Insider Transaction Report
- Award
Common Stock, $ .01 par value
[F1]2026-02-02+41,748→ 41,748 total - Award
Common Stock, $ .01 par value
[F2][F3]2026-02-02+46,576→ 88,324 total
Footnotes (3)
- [F1]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").
- [F2]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.
- [F3]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.