REV Group, Inc. 8-K

What Happened
REV Group, Inc. announced that its stockholders approved the Agreement and Plan of Merger with Terex Corporation at a special meeting held on January 28, 2026. The approved two-step transaction (first a merger of a Terex subsidiary into REV, then REV into a second Terex subsidiary) will result in REV becoming a wholly owned subsidiary of Terex, and REV’s shares will be delisted from the NYSE and deregistered under the Exchange Act. The Merger Agreement was originally dated October 29, 2025.

Key Details

• Record date and turnout: 48,806,145 shares outstanding as of the record date (Dec 16, 2025); 39,542,767 shares were present or represented by proxy at the meeting (about 81% of voting power), constituting a quorum.
• Merger vote (Proposal 1): 39,510,557 votes FOR; 18,981 votes AGAINST; 13,229 ABSTENTIONS.
• Advisory compensation vote (Proposal 2, non‑binding): 37,875,193 FOR; 1,503,898 AGAINST; 163,676 ABSTENTIONS.
• Adjournment vote (Proposal 3) was not required after the Merger passed; recorded votes were 38,017,300 FOR; 1,366,390 AGAINST; 159,077 ABSTENTIONS.
• REV filed a press release on January 28, 2026 announcing the meeting results (Exhibit 99.1 to the 8‑K).

Why It Matters
This shareholder approval is a material step toward completing the Terex acquisition and will change REV from a public company to a private, wholly owned subsidiary of Terex. For investors, that means REV shares will be removed from public markets (delisted and deregistered) once the transaction closes. The advisory vote approving potential transaction‑related executive compensation passed (non‑binding), which may be relevant to disclosure of payouts tied to the deal.