ZAMANSKY STEPHEN 4
4 · REV Group, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
REV Group (REVG) SVP Stephen Zamansky Converts Shares in Merger
What Happened
- Stephen Zamansky, SVP, General Counsel & Secretary of REV Group (REVG), did not sell on the open market — his REV common shares and equity awards were cancelled/converted as part of REV’s merger into Terex (effective Feb 2, 2026). The Form 4 shows several dispositions of REV common stock (total 82,328 shares) and a deemed acquisition/disposition related to performance awards (15,304 shares), all reported at $0.00 per share because these were merger conversions, not market trades.
- Under the merger terms, each outstanding REV share was cancelled and converted into 0.9809 shares of Terex common stock plus $8.71 in cash. The cash component on the cancelled 82,328 REV shares is roughly $717,087. In addition, outstanding RSU/PSU/RSA awards were converted into Terex RSUs and/or restricted cash payments under the merger formulas and generally remain subject to original vesting conditions.
Key Details
- Transaction date: February 2, 2026; reported same day (timely filing).
- Form 4 entries: Dispositions to issuer (D) totaling 82,328 REV shares; one deemed acquisition (A) of 15,304 shares tied to PSU treatment and related disposition entries — all reported at $0.00 per share because consideration was provided by Terex under the merger.
- Consideration per REV share (merger terms): 0.9809 Terex shares + $8.71 cash. Approximate cash received for 82,328 REV shares: ~$717,087.
- Award conversions: Issuer PSUs/RSUs/RSAs were converted into Terex RSU/RSA awards and restricted cash payments per the merger multipliers (e.g., PSUs/RSUs ×1.1309; RSAs ×0.9809) and remain subject to the same vesting criteria (see footnotes F3–F6).
- Shares owned after transaction: not specified in this filing.
Context
- This was a corporate merger conversion, not an open-market sale or insider buy. The $0.00 per-share entries reflect merger consideration mechanics, not a free transfer.
- Converted equity awards typically carry the same vesting requirements post-conversion; consult company/merger filings for vesting and payment timing if that matters for valuation.
Insider Transaction Report
Form 4
REV Group, Inc.REVG
ZAMANSKY STEPHEN
SVP, Gen Counsel & Sec
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-02−19,732→ 47,292 total - Award
Common Stock
[F1][F3]2026-02-02+15,304→ 62,596 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-02−15,304→ 47,292 total - Disposition to Issuer
Common Stock
[F1][F5]2026-02-02−31,292→ 16,000 total - Disposition to Issuer
Common Stock
[F1][F6]2026-02-02−16,000→ 0 total
Footnotes (6)
- [F1]On February 2, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 29, 2025, by and among Terex Corporation, a Delaware corporation ("Terex"), Tag Merger Sub 1 Inc. ("Merger Sub 1"), a Delaware corporation and wholly owned subsidiary of Terex, Tag Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Terex ("Merger Sub 2"), and REV Group, Inc. (the "Issuer"), among other things, Merger Sub 1 merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Terex (the "First Merger"). Immediately following the First Merger, Issuer merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving corporation and a wholly owned subsidiary of Terex.
- [F2]At the effective time of the First Merger (the "Effective Time"), each outstanding share of Issuer common stock ("Issuer Common Stock") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive from Terex (i) 0.9809 shares of Terex common stock, par value $0.01 per share ("Terex Common Stock") and (ii) $8.71 in cash without interest.
- [F3]Represents a deemed of acquisition Issuer Common Stock in respect of outstanding performance stock unit awards of the Issuer ("Issuer PSU Award") pursuant to the terms of the Merger Agreement.
- [F4]At the Effective Time, each outstanding Issuer PSU Award held by the reporting person as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into a restricted stock unit of Terex ("Terex RSU Award") covering a number of shares of Terex Common Stock equal to (i) the number of shares of Issuer Common Stock subject to the Issuer PSU Award as of immediately prior to the Effective Time (assuming forecasted level of performance is achieved), multiplied by (ii) 1.1309. The dividend equivalents accrued, but unpaid, with respect to each such Issuer PSU Award were converted to a restricted cash payment ("PSU Restricted Cash Payment"). The resulting Terex RSU Awards and PSU Restricted Cash Payments are each generally subject to the same vesting criteria as the corresponding Issuer PSU Award as of immediately prior to the Effective Time (except with respect to performance-vesting conditions).
- [F5]At the Effective Time, each outstanding restricted share award of the Issuer ("Issuer RSA") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into (i) a restricted stock award of Terex ("Terex RSA") covering a number of shares of Terex Common Stock equal to (A) the number of shares of Issuer Common Stock underlying the Issuer RSA as of immediately prior to the Effective Time, multiplied (B) 0.9809, and (ii) a restricted cash payment ("RSA Restricted Cash Payment") equal to (A) $8.71, multiplied by (B) the number of shares of Issuer Common Stock subject to the Issuer RSA as of immediately prior to the Effective Time. The resulting Terex RSA and RSA Restricted Cash Payment are each generally subject to the same vesting criteria as the corresponding Issuer RSA as of immediately prior to the Effective Time.
- [F6]At the Effective Time, each outstanding restricted stock unit award of the Issuer ("Issuer RSU Award") held by the reporting person as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into a Terex RSU Award covering a number of shares of Terex Common Stock equal to (i) the number of shares of Issuer Common Stock subject to the Issuer RSU Award as of immediately prior to the Effective Time, multiplied by (ii) 1.1309. The dividend equivalents accrued, but unpaid, with respect to each such Issuer RSU Award were converted to a restricted cash payment ("RSU Restricted Cash Payment"). The resulting Terex RSU Awards and RSU Restricted Cash Payments are each generally subject to the same vesting criteria as the corresponding Issuer RSU Award as of immediately prior to the Effective Time.
Signature
/s/ Stephen Zamansky|2026-02-02