Steele Kathleen M. 4
4 · REV Group, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
REV Group (REVG) Director Kathleen Steele Surrenders 10,823 Shares
What Happened
- Kathleen M. Steele, a director of REV Group, recorded dispositions on 2026-02-02 totaling 10,823 REV Group shares (8,718 + 2,105). The Form 4 shows $0.00 per-share because the shares were cancelled/surrendered to the issuer as part of the company’s merger, not sold in the open market.
- Under the Merger Agreement, each REV share was converted into 0.9809 shares of Terex common stock plus $8.71 cash. As a result, the surrendered 10,823 REV shares yielded approximately 10,616.28 Terex shares and $94,268.33 in cash.
Key Details
- Transaction date: February 2, 2026 (filed same day).
- Reported disposition lines: 8,718 shares and 2,105 shares (both shown at $0.00 per share in the Form 4).
- Merger consideration per REV share: 0.9809 Terex shares + $8.71 cash.
- Approximate proceeds from the conversion: ~10,616.28 Terex shares and $94,268.33 cash (computed from the reported conversion terms).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Filing timeliness: filed for the same date as the transactions (timely).
- Footnotes: F1–F3 explain the October 29, 2025 Merger Agreement and the share/RSU conversion mechanics (including RSU conversion multiplier and treatment of dividend equivalents).
Context
- This was not an open-market sale but a mandatory conversion/cancellation of REV securities under the Terex merger. For RSU holders, the filing notes RSUs were converted into Terex RSUs (1.1309 multiplier) and accrued dividend equivalents were paid in restricted cash; those mechanics can affect future vesting and cash receipts.
Insider Transaction Report
Form 4Exit
REV Group, Inc.REVG
Steele Kathleen M.
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-02−8,718→ 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.
Signature
/s/ Stephen Zamansky, Attorney-in-Fact|2026-02-02