Skonieczny Jr. Mark A 4

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.