TEREX CORP·4

Feb 4, 12:51 PM ET

Canan John 4

4 · TEREX CORP · Filed Feb 4, 2026

Research Summary

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TEREX (TEX) Director John Canan Receives RSU/Stock Awards

What Happened

  • John Canan, a director of Terex Corporation (TEX), was credited with two acquisitions on Feb 2, 2026: 62,076 shares and 2,380 shares reported as awards/grants (transaction code A). Both line items are reported at $0.00 per share (total reported value $0), reflecting merger-related conversion/assumption rather than an open-market purchase.

Key Details

  • Transaction date: February 2, 2026; Form 4 filed Feb 4, 2026 (timely filing).
  • Reported entries: 62,076 shares @ $0.00 and 2,380 shares @ $0.00 — total 64,456 shares added on the effective date of the merger.
  • Footnote highlights:
    • F1: These transactions occurred at the effective time of Terex’s merger with REV Group; REV common shares were converted into Terex shares (plus cash consideration).
    • F2: REV restricted stock units (RSUs) were assumed and converted into Terex RSU awards (and restricted cash for accrued dividend equivalents).
    • F3: The 2,380 Terex RSU Awards included in beneficial ownership will vest 100% on Dec 31, 2026, subject to continued service or applicable termination provisions.
  • Shares beneficially held after the transaction are reported to include the 2,380 Terex RSUs noted above; the filing does not assign a cash purchase price because these were merger conversion/assumption events.

Context

  • These A-code (award/grant) entries reflect merger-related conversion and RSU assumption rather than an executive purchasing or selling shares in the open market. The reported $0 per-share amount is standard for share issuances or conversions tied to a corporate transaction and does not imply market value.
  • For retail investors, merger-related awards indicate structural ownership changes from the deal (REV → Terex) rather than a director's independent buy/sell decision. The 2,380 RSUs vesting in December 2026 remain subject to service/termination conditions.

Insider Transaction Report

Form 4
Period: 2026-02-02
Canan John
Director
Transactions
  • Award

    Common Stock, $ .01 par value

    [F1]
    2026-02-02+62,07662,076 total
  • Award

    Common Stock, $ .01 par value

    [F2][F3]
    2026-02-02+2,38064,456 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

Documents

1 file
  • 4
    wk-form4_1770227469.xmlPrimary

    FORM 4