Skonieczny Jr. Mark A 4
4 · REV Group, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
REV Group (REVG) CEO Mark Skonieczny Jr. Receives Terex Stock & Cash
What Happened
- Mark A. Skonieczny Jr., President & CEO and a director of REV Group (REVG), had multiple REV holdings converted and cancelled on Feb 2, 2026 as part of the Merger Agreement with Terex. The Form 4 shows dispositions to the issuer totaling 614,173 REV shares (329,025; 75,896; 120,066; 89,186) and a deemed acquisition of 75,896 shares in respect of performance stock units (PSUs). Transactions are reported at $0 because REV common shares and awards were converted under the merger.
- Under the merger terms each REV share was converted into 0.9809 shares of Terex common stock plus $8.71 in cash. Based on the cancelled 614,173 REV shares, that implies roughly $5.35 million cash consideration and approximately 602,000 Terex shares (approximate figures). Outstanding PSUs/RSUs were converted into Terex RSU awards (multiplier 1.1309 for PSUs/RSUs) and certain restricted cash payments, generally remaining subject to original vesting conditions.
Key Details
- Transaction date: 2026-02-02 (reported in Form 4 accession 0000950103-26-001464).
- Reported prices: $0.00 per share (conversion/cancellation under the merger, not an open-market trade).
- Shares disposed to issuer: 329,025; 75,896; 120,066; 89,186 (total 614,173). Reported acquisition: 75,896 (PSU-related conversion).
- Merger consideration: 0.9809 Terex shares + $8.71 cash per REV share; PSU/RSU conversion multiplier: 1.1309 where noted.
- Shares owned after transaction: not specified in this Form 4.
- Notable footnotes: F1–F6 explain the two-step merger (REV into Terex subsidiaries), cancellation/conversion mechanics for common stock, PSUs, RSAs and RSUs, and resulting Terex RSU awards and restricted cash payments; awards generally remain subject to original vesting terms.
- Filing timeliness: No late filing is indicated on the form.
Context
- These entries are merger-driven conversions and cancellations (not open-market sales or purchases). Dispositions "to the issuer" reflect cancellation of REV shares in exchange for Terex consideration; the reported "acquisition" entries reflect conversion of equity awards into Terex RSU awards or deemed share interests. Such corporate-action filings reflect deal mechanics rather than a buy/sell trading signal by the insider.
Insider Transaction Report
Form 4Exit
REV Group, Inc.REVG
Skonieczny Jr. Mark A
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-02−329,025→ 209,252 total - Award
Common Stock
[F1][F3]2026-02-02+75,896→ 285,148 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-02−75,896→ 209,252 total - Disposition to Issuer
Common Stock
[F1][F5]2026-02-02−120,066→ 89,186 total - Disposition to Issuer
Common Stock
[F1][F6]2026-02-02−89,186→ 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.
Signature
/s/ Stephen Zamansky, Attorney-in-Fact|2026-02-02