Campbell Amy A. 4
4 · REV Group, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
REV Group (REVG) CFO Amy Campbell Sells and Converts Shares in Merger
What Happened
Amy A. Campbell, Senior Vice President and Chief Financial Officer of REV Group (REVG), had multiple holdings of REV common stock and equity awards cancelled and converted on February 2, 2026 in connection with the company’s merger into Terex. The filing reports dispositions (to the issuer) totaling 51,808 REVG shares (10,600; 13,604; 11,766; 15,838) and a related deemed acquisition/grant of 13,604 shares in connection with performance awards. Under the merger terms each cancelled REVG share was converted into $8.71 in cash and 0.9809 shares of Terex common stock — implying roughly $451,248 cash and about 50,818 Terex shares attributable to the cancelled REVG shares. Several REVG equity awards were also converted into Terex restricted stock units (RSUs) or restricted awards subject to the same vesting criteria (see footnotes).
Key Details
- Transaction date: February 2, 2026 (filed same day). Price reported as $0.00 because these were cancellations/conversions under the merger, not open-market trades.
- Dispositions reported: 10,600; 13,604; 11,766; 15,838 = 51,808 REVG shares cancelled. One deemed acquisition of 13,604 related to a PSU award was also reported.
- Consideration: $8.71 cash per REVG share + 0.9809 Terex shares per REVG share (PSU/RSU conversions used a 1.1309 multiplier where specified for performance/restricted units); dividend equivalents converted to restricted cash payments.
- Shares owned after transaction: not specified in the filing.
- Notable footnotes: transactions result from the Agreement and Plan of Merger dated Oct 29, 2025; conversion mechanics for PSUs/RSUs/RSAs and related restricted cash payments are detailed in the filing.
- Timeliness: filing reports the Feb 2, 2026 effective transactions and was filed the same day (not identified as late).
Context
This activity is corporate-merger housekeeping — existing REV shares and equity awards were cancelled and converted per the merger agreement into a mix of cash, Terex common stock and Terex RSUs/restricted cash. These are not open-market sales by the officer and do not necessarily indicate personal buying or selling intent; converted RSUs and restricted awards generally remain subject to original vesting terms.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-02−10,600→ 27,604 total - Award
Common Stock
[F1][F3]2026-02-02+13,604→ 41,208 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-02−13,604→ 27,604 total - Disposition to Issuer
Common Stock
[F1][F5]2026-02-02−11,766→ 15,838 total - Disposition to Issuer
Common Stock
[F1][F6]2026-02-02−15,838→ 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.