POSNER SCOTT 4

What Happened

• Scott Posner, Senior Vice President and General Counsel of Terex Corporation (TEX), received three restricted stock unit (RSU) awards totaling 21,883 RSUs on March 15, 2026 (7,659; 7,112; 7,112). RSUs were issued at $0.00 (contingent rights to receive shares upon vesting).
• On the same date, 5,827 shares were disposed of (withheld) at $59.41 per share to cover tax liability tied to scheduled vesting of previously granted restricted stock — proceeds/value of the withholding reported as $346,182.

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely).
• Grants: 7,659 RSUs (time-based: 1/3 vests 3/15/2027, 1/3 vests 3/15/2028, 1/3 vests 3/15/2029); 7,112 RSUs tied to ROIC targets (vesting in Q1 2029 subject to 2026–2028 ROIC); 7,112 RSUs tied to TSR percentile vs peers (vesting in Q1 2029 subject to 2026–2028 TSR performance).
• Withholding: 5,827 shares withheld to pay tax liability on vesting of previously granted restricted stock (transaction code F = tax withholding).
• Shares owned after transaction: not specified in this filing / total includes previously reported RSUs per the footnotes.
• No indication this was a market sale — the disposition was a routine tax-withholding event, not an open-market sale (routine, not necessarily a bearish signal).

Context

• RSUs are contingent awards (one RSU = right to one share upon vesting). Performance-based RSUs (ROIC and TSR) vest only if company targets are met; time-based RSUs vest over 2027–2029.
• The withheld shares reflect tax-related withholding, a common administrative step when restricted stock vests. Such withholding should not be read as an independent investment decision by the insider.