OCONNELL MAUREEN 4
4 · REV Group, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
REV Group (REVG) Director Maureen O'Connell Sells Shares
What Happened
- Maureen O'Connell, a director of REV Group, reported dispositions of REV common stock on 2026-02-02. The filing shows two dispositions to the issuer: 13,434 shares and 2,105 shares (total 15,539 shares) reported at $0.00 because the shares were cancelled under the merger agreement.
- Under the merger, each REV share was converted into 0.9809 shares of Terex common stock plus $8.71 in cash. That implies O'Connell received approximately 15,242.21 shares of Terex common stock and about $135,348.69 in cash (15,539 × $8.71). The $0.00 price on the Form 4 reflects cancellation/conversion, not an open-market sale.
Key Details
- Transaction date: February 2, 2026. Reported on Form 4 same day (timely).
- Reported dispositions: 13,434 shares and 2,105 shares (total 15,539 REV shares) as "D" (disposition to issuer).
- Per-share merger consideration: 0.9809 Terex shares + $8.71 cash.
- Estimated consideration received: ~15,242.21 Terex shares and ~$135,348.69 cash (approximate).
- Shares owned after transaction: REV common shares were cancelled at the Effective Time; the reporting person now holds Terex shares/converted RSUs as described in the footnotes.
- Notable footnotes: F1–F3 describe the two-step merger (Merger Sub 1 into REV, then REV into Merger Sub 2) and the conversion mechanics for both common stock and restricted stock units (RSUs). Issuer RSUs were converted into Terex RSU awards (multiplied by 1.1309) and accrued dividend equivalents were converted to a restricted cash payment.
Context
- This filing reflects merger consideration and conversion of REV securities into Terex consideration—not an open-market sale driven by the insider. Such merger-related cancellations commonly appear on Form 4 with $0.00 price entries because shares are converted or cancelled under the transaction terms.
- RSU treatment: outstanding REV RSUs (vested or unvested) were converted into Terex RSUs (1.1309×) with similar vesting terms, and accrued dividend equivalents were paid in cash as described in the filing.
Insider Transaction Report
Form 4Exit
REV Group, Inc.REVG
OCONNELL MAUREEN
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-02−13,434→ 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