DAUCH DAVID C 4

What Happened

• David C. Dauch, a director of REV Group, reported dispositions on 2026-02-02 of 3,944 and 2,105 shares (total 6,049 shares) of REV Group common stock. The Form 4 shows the dispositions to the issuer at $0.00 because the shares were cancelled and converted under the merger with Terex Corporation.
• Under the merger terms, each REVG share was converted into 0.9809 shares of Terex common stock and $8.71 in cash. That implies Dauch received approximately $52,686.79 cash (6,049 × $8.71) plus about 5,933.46 shares of Terex stock (6,049 × 0.9809). The cash component is fixed; the equity value depends on Terex’s share price.

Key Details

• Transaction date: February 2, 2026. Reported price: $0.00 (disposition to issuer due to cancellation/conversion).
• Shares disposed: 3,944 and 2,105 (total 6,049 REVG shares).
• Consideration per share (merger): 0.9809 Terex shares + $8.71 cash.
• Approximate consideration received: ~$52,686.79 cash + ~5,933.46 Terex shares (equity portion value varies with Terex stock price).
• Shares owned after transaction: REVG common shares effectively cancelled (0 REVG shares outstanding for the holder post-closing); the filing does not state Dauch’s total Terex holdings post-conversion.
• Filing timeliness: Reported with period and filing date 2026-02-02 (no late filing indicated in the excerpt).

Context

• These were not open-market sales but automatic cancellations/conversions required by the Agreement and Plan of Merger between Terex and REV Group. RSU awards were also converted under the deal: each REVG RSU was converted into a Terex RSU equal to the prior share count × 1.1309, and accrued dividend equivalents were converted into a restricted cash payment; converted RSUs generally remain subject to the same vesting terms.
• Because the dispositions resulted from merger consideration, they do not reflect a director-initiated market sale and should be interpreted as transaction mechanics tied to the acquisition rather than a trading signal.