DAUCH DAVID C 4

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.