OCONNELL MAUREEN 4

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.