TEREX CORP 8-K

What Happened

• Terex Corporation announced on February 2, 2026 that it completed its previously announced acquisition of REV Group, Inc. (the “Closing Date”/“Effective Time”). Under the merger terms, each outstanding REV common share (except excluded shares) was converted into 0.9809 shares of Terex common stock plus $8.71 in cash (cash in lieu for fractional shares). REV restricted share awards and RSU awards were converted into Terex-equivalent awards (restricted shares at the 0.9809 exchange ratio; RSUs at a 1.1309 award exchange ratio) and, where applicable, restricted cash for accrued dividend equivalents. A press release announcing the closing was furnished as Exhibit 99.1.

Key Details

• Merger consideration per REV share: 0.9809 Terex shares + $8.71 cash (no interest).
• REV RSU exchange ratio: 1.1309 (performance-assumed where applicable); REV restricted shares converted at 0.9809.
• Board changes: Terex’s board size increased to 12; Paula H. J. Cholmondeley and Christopher Rossi resigned (no reported disagreements); Cholmondeley was designated director emeritus.
• Five former REV directors appointed to Terex’s board effective at closing: Jean Marie (John) Canan, David Dauch, Charles Dutil, Kathleen Steele and Maureen O’Connell (O’Connell to chair the Audit Committee). Each is considered independent under NYSE standards and will receive Terex’s standard non‑employee director compensation.
• Financial statements/pro forma info for REV were not included in this 8‑K because they were previously filed or incorporated by reference.

Why It Matters

• The filing confirms the merger is complete and describes exactly how REV equity and awards converted into Terex stock and cash, which determines what former REV shareholders and award holders received.
• Board composition changed immediately, adding five former REV directors and expanding the board to 12 — a governance shift investors should note for oversight and integration oversight.
• Investors should watch for future disclosures (earnings, integration guidance or pro‑forma results previously filed) to assess the transaction’s financial impact; this 8‑K documents the closing mechanics and governance changes but does not provide new pro‑forma financials in this report.