TEREX CORP 8-K

What Happened Terex Corporation filed an 8-K on January 20, 2026 supplementing the Definitive Joint Proxy Statement for its proposed merger with REV Group. The supplement responds to demand letters and three shareholder lawsuits (two vs. REV in New York and one vs. Terex in Connecticut) alleging disclosure deficiencies and seeking injunctions, rescission or damages. Terex says the claims are without merit but voluntarily supplemented disclosures to reduce legal risk and avoid delays; the Special Meeting remains scheduled virtually for January 28, 2026 and the Board continues to recommend a vote “FOR” the proposals, including the Terex stock issuance.

Key Details

• Merger background added: Terex’s Sept 3, 2025 Preliminary Proposal included an Aerials divestiture, a post-divestiture ownership split of 61.5% Terex / 38.5% REV, Mr. Meester as CEO of the combined company and two of nine board seats for REV designees.
• Financial advisor valuations (discounted cash flow): Terex implied enterprise value $6,354M–$8,192M → implied Terex share price $71–$98 (based on 67,296,364 diluted shares). REV implied enterprise value $3,719M–$4,645M → implied REV share price $74–$93 (based on 49,680,627 diluted shares).
• Deal economics / synergies per advisors: J.P. Morgan used a pro forma synergy NPV of ~$595M (run-rate synergies ~$75M); estimated cash consideration to REV holders of ~ $425M and transaction expenses ~ $90M.
• Barclays fees disclosed: $4.0M paid on delivery of opinion, $18.0M payable on closing (credit for opinion fee), plus up to $2.0M discretionary performance fee and expense reimbursement; Barclays received ~$5.5M from Terex for other services (1/1/2023–10/22/2025).

Why It Matters The supplement clarifies deal background, advisor analyses and advisor fees and acknowledges active litigation and shareholder demands. For investors this means: (1) the planned shareholder vote remains on January 28, 2026 and the transaction terms and consideration to REV holders are unchanged by the supplement; (2) litigation and shareholder demands introduce timing and execution risk — Terex says it denies the claims but chose to supplement the proxy to reduce legal delay and cost; and (3) the filing provides concrete valuation ranges, synergy estimates and projected standalone results (Terex revenue and adjusted EBITDA growth through 2029) that investors can use to assess the fairness and strategic rationale of the merger.