Dutil Charles 4
4 · REV Group, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
REV Group (REVG) Director Charles Dutil Sells Shares in Merger
What Happened
Charles Dutil, a director of REV Group, reported dispositions on 2026-02-02 totaling 47,344 REV common shares (45,239 and 2,105 shares). The Form 4 shows a $0.00 per-share price because these were cancelled and converted under the Merger Agreement with Terex — each REV share was converted into 0.9809 shares of Terex common stock and $8.71 in cash. That conversion equals approximately 46,440 Terex shares and about $412,366 in cash consideration.
Key Details
- Transaction date: February 2, 2026; Filing date: February 2, 2026 (filed same day).
- Form 4 transaction code: D (Disposition to issuer); reported price per REV share: $0.00 (conversion under merger).
- Shares disposed: 45,239 and 2,105 (total 47,344).
- Consideration per REV share: 0.9809 Terex shares + $8.71 cash (per Merger Agreement). Approximate proceeds: ~46,440 Terex shares + ~$412.4K cash.
- Shares owned after transaction: REV common shares were cancelled at the effective time (no remaining REV common stock).
- Notable footnote: Outstanding REV restricted stock units were converted into Terex RSU awards (multiplied by 1.1309) and accrued dividend equivalents were converted into a restricted cash payment.
Context
This was not an open-market sale but a corporate-action conversion tied to the two-step merger by Terex (First Merger and subsequent merger into a Terex subsidiary). The $0.00 per-share price on the Form 4 reflects that REV shares were cancelled and converted under the merger terms rather than sold on the market. Converted RSUs retain their original vesting criteria but are now denominated in Terex RSUs (plus a cash component for accrued dividends).
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-02−45,239→ 2,105 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-02−2,105→ 0 total
Footnotes (3)
- [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]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.