Dutil Charles 4
Research Summary
AI-generated summary
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).