ZAMANSKY STEPHEN 4

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.