DAUCH DAVID C 4
4 · TEREX CORP · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Terex (TEX) Director David C. Dauch Receives Award
What Happened
- David C. Dauch, a director of Terex Corporation (TEX), received two merger-related awards on February 2, 2026: 3,868 shares of Terex common stock (reported at $0.00) and 2,380 Terex RSU awards (reported at $0.00). These were not open-market purchases or sales but conversion/assumption items resulting from the completion of Terex’s merger with REV Group, Inc.
- The 2,380 Terex RSU Awards were assumed and converted as part of the merger and, per the filing, 100% of those RSUs will vest on December 31, 2026, subject to continued service or applicable termination provisions. No cash was paid for these awards in the Form 4 reporting.
Key Details
- Transaction date: February 2, 2026; transaction code: A (award/acquisition via merger conversion).
- Reported prices: $0.00 for both line items (typical for conversion/assumption awards).
- Shares involved: 3,868 shares + 2,380 RSU awards (total 6,248 underlying shares reported in this filing lines).
- Vesting: The 2,380 Terex RSU Awards vest 100% on Dec 31, 2026, subject to continued service/termination rights (see footnote F3).
- Merger context: REV shares converted at an Exchange Ratio of 0.9809 and REV RSUs were converted using an Award Exchange Ratio of 1.1309; REV shareholders also received $8.71 cash per REV share as merger consideration (see footnotes F1–F2).
- Shares owned after transaction: The filing notes the beneficial ownership "includes 2,380 Terex RSU Awards," but does not provide a full post-transaction total for all shares beneficially owned by Dauch.
- Filing timeliness: No late filing was indicated in the report.
Context: These transactions are merger-related conversions/assumptions (not purchases or sales). RSUs are restricted and subject to vesting/holding conditions, so they are not immediate cash or market purchases indicative of a direct buy/sell decision.
Insider Transaction Report
Form 4
TEREX CORPTEX
DAUCH DAVID C
Director
Transactions
- Award
Common Stock, $ .01 par value
[F1]2026-02-02+3,868→ 3,868 total - Award
Common Stock, $ .01 par value
[F2][F3]2026-02-02+2,380→ 6,248 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