TEREX CORP 8-K

What Happened

• Terex Corporation (TEX) held a special stockholder meeting on January 28, 2026 and approved the proposal to issue Terex common stock to REV Group, Inc. stockholders in connection with the agreed merger.
• The company reported a quorum: 57,398,568 shares were present in person or by proxy (about 87.51% of the 65,589,513 shares outstanding as of the December 16, 2025 record date). The Terex Stock Issuance Proposal passed by a majority of votes cast.
• Terex and REV issued a joint press release on January 28, 2026 stating the shareholder approvals required for the transaction have been obtained and the transaction is expected to close the first week of February 2026, subject to customary closing conditions.

Key Details

• Vote on issuance proposal: For 54,715,508; Against 2,531,328; Abstain 151,732; Broker non-votes 0.
• Shares outstanding (record date Dec 16, 2025): 65,589,513; shares present/voting: 57,398,568 (87.51%).
• Proxy Statement for the meeting was filed with the SEC on December 23, 2025; joint press release attached as Exhibit 99.1 to the 8-K.
• Closing remains subject to satisfaction or waiver of customary closing conditions.

Why It Matters

• The shareholder approval is a required step that allows the REV–Terex merger to move toward completion; if the remaining closing conditions are met, the deal is expected to close in early February 2026.
• The transaction will involve issuance of Terex common stock to REV holders, which may change Terex’s share count and ownership mix—investors should watch for final terms at closing and pro forma share counts in subsequent filings.
• Terex’s filing highlights standard forward‑looking risks (e.g., closing conditions, integration, potential costs, and strategic reviews such as options for its Aerials segment), so investors should monitor future SEC filings and company communications for updates and financial impacts.