Steele Kathleen M. 4
4 · TEREX CORP · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Terex (TEX) Director Kathleen Steele Receives RSU Awards
What Happened
- Kathleen M. Steele, a director of Terex Corporation (TEX), was granted/received 8,551 and 2,380 shares (total 10,931) as awards on Feb 2, 2026. Each line is reported as an award/grant (transaction code A) with an acquisition price of $0.00 on the Form 4.
Key Details
- Transaction date: February 2, 2026. Form 4 filed February 4, 2026 reporting those transactions.
- Reported amounts: 8,551 shares acquired (A) and 2,380 shares acquired (A); combined total 10,931 RSU-type awards; price reported $0.00 (award/grant).
- Shares beneficially held: the filing notes that 2,380 Terex RSU Awards are included in the reported beneficial ownership and that these 2,380 RSUs will vest 100% on December 31, 2026 subject to continued service or applicable termination provisions (footnote F3).
- Notable footnotes: (F1) the transaction arose from the closing of a merger (REV Group, Inc. into Terex) effective Feb 2, 2026; (F2) REV RSUs were assumed and converted into Terex RSU Awards per the Merger Agreement (Award Exchange Ratio = 1.1309) and any accrued dividend equivalents were converted into restricted cash.
- Filing timeliness: Form 4 was filed two days after the transaction date; the filing does not indicate a late filing code.
Context
- These were merger-related equity conversions/assumptions (not an open-market buy or sale). Awards reported at $0 reflect grants/assumed RSUs; their economic value depends on Terex share price and the awards’ vesting and cash-settlement terms.
- Such awards are common in mergers when target-company equity and RSUs are converted into acquiror equity and/or restricted cash; they are routine compensation/assumption events and do not, by themselves, signal a buy/sell decision by the insider.
Insider Transaction Report
Form 4
TEREX CORPTEX
Steele Kathleen M.
Director
Transactions
- Award
Common Stock, $ .01 par value
[F1]2026-02-02+8,551→ 8,551 total - Award
Common Stock, $ .01 par value
[F2][F3]2026-02-02+2,380→ 10,931 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 2,380 Terex RSU Awards, of which 100% will vest on December 31, 2026, subject to the continued service of the Registrant as a Director or the application of certain termination of services rights under the terms applicable to the Terex RSU Awards.
Signature
/s/ Scott J. Posner by power of attorney|2026-02-04