Dutil Charles 4
4 · TEREX CORP · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Terex (TEX) Director Charles Dutil Receives Stock Award
What Happened
- Charles Dutil, a director of Terex Corporation (TEX), was credited with two awards/assumption entries on Feb 2, 2026: 44,374 shares and 2,380 shares. The Form 4 reports $0.00 per share for both entries (award/assumption), reflecting merger-related conversion rather than an open-market purchase or sale.
Key Details
- Transaction date: 2026-02-02; Form 4 filed: 2026-02-04 (timely filing).
- Reported entries: 44,374 shares @ $0.00 and 2,380 shares @ $0.00 (total 46,754 shares credited).
- Beneficial ownership note: the filing states the beneficially held count includes 2,380 Terex RSU Awards; these 2,380 RSUs will vest 100% on Dec 31, 2026, subject to continued service or applicable termination provisions.
- Footnotes summary:
- F1: REV Group merger converted REV common shares into Terex shares (exchange ratio) plus cash consideration.
- F2: REV RSUs were assumed by Terex and converted into Terex RSU awards (and restricted cash for accrued dividend equivalents).
- F3: Clarifies the 2,380 RSUs and their vesting schedule.
- Price shown as $0.00 represents awards/assumption under the merger—not a market purchase; market value at grant is not provided on the Form 4.
Context
- These entries result from the closing of the REV Group merger (effective Feb 2, 2026), where REV stock and RSUs were converted into Terex common shares/RSUs and cash per the merger agreement.
- Awards and merger-related conversions are routine corporate actions and do not necessarily signal a buy/sell decision by the insider.
Insider Transaction Report
Form 4
TEREX CORPTEX
Dutil Charles
Director
Transactions
- Award
Common Stock, $ .01 par value
[F1]2026-02-02+44,374→ 44,374 total - Award
Common Stock, $ .01 par value
[F2][F3]2026-02-02+2,380→ 46,754 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