OCONNELL MAUREEN 4
4 · TEREX CORP · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Terex (TEX) Director Maureen O'Connell Receives RSU Awards
What Happened
- Maureen O'Connell, a director of Terex Corporation (TEX), was credited with two award-type acquisitions on Feb 2, 2026 totaling 15,557 shares: 13,177 shares and 2,380 shares, each reported at $0.00 (total value reported = $0). The Form 4 lists these transactions as Code "A" (award/grant).
- These awards resulted from the closing of Terex's merger with REV Group — outstanding REV shares and REV RSU awards were converted/assumed into Terex common stock and Terex RSU awards per the merger terms rather than a cash purchase.
Key Details
- Transaction date: February 2, 2026 (Effective Time of the merger); Form 4 filed February 4, 2026 (timely).
- Reported price: $0.00 per share; reported aggregate value $0 (reflects conversion/assumption, not an open-market purchase).
- Shares issued: 13,177 and 2,380 (total 15,557).
- Beneficial holdings note: the filing notes 2,380 Terex RSU Awards are included in beneficially held shares; those 2,380 RSUs will vest 100% on December 31, 2026, subject to continued service or applicable termination provisions (per footnote F3).
- Merger mechanics: per footnotes, REV common stock was converted at an exchange ratio (0.9809 Terex shares per REV share) and REV RSUs were assumed and converted into Terex RSU Awards using an Award Exchange Ratio (1.1309); cash merger consideration also applied to REV common shares (footnotes F1–F2).
- Transaction code: A = Award/Grant. Filing shows no late-report indication.
Context
- These entries reflect merger conversion and RSU assumption rather than a director purchasing or selling stock. Awards reported at $0.00 commonly indicate stock issued or converted in corporate transactions (merger/assumption) rather than an economic purchase.
- Vesting conditions (for the 2,380 RSUs) mean those shares are not fully free-trading until vesting criteria are met; this is typical for assumed RSUs and does not, by itself, signal insider sentiment.
Insider Transaction Report
Form 4
TEREX CORPTEX
OCONNELL MAUREEN
Director
Transactions
- Award
Common Stock, $ .01 par value
[F1]2026-02-02+13,177→ 13,177 total - Award
Common Stock, $ .01 par value
[F2][F3]2026-02-02+2,380→ 15,557 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