KONG-PICARELLO JENNIFER 4

What Happened Jennifer Kong‑Picarello, Senior Vice President and Chief Financial Officer of Terex Corporation (TEX), received three restricted stock unit (RSU) awards totaling 26,932 RSUs on March 15, 2026. On the same date 1,843 shares were disposed (withheld) to satisfy tax withholding at $59.41 per share, generating $109,493. The RSU grants were reported as awards (A); the withholding is reported as a tax-withholding disposition (F).

Key Details

• Transaction date(s): March 15, 2026; Form filed March 17, 2026 (Accession 0002053424-26-000010).
• Awards: 9,426 RSUs; 8,753 RSUs (performance-based on ROIC); 8,753 RSUs (performance-based on TSR). Total awarded = 26,932 RSUs. Reported acquisition value = $0 (RSUs are contingent awards).
• Withholding/disposition: 1,843 shares withheld at $59.41 = $109,493 (code F — tax withholding).
• Shares owned after transaction: Not disclosed in the filing.
• Footnotes:
  • Withholding was to cover tax liability on vesting (routine).
  • 9,426 RSUs vest 1/3 on March 15 of 2027, 2028 and 2029, subject to continued employment.
  • One 8,753 RSU grant vests in Q1 2029 if targeted ROIC is met for 2026–2028 (adjustable up/down).
  • The other 8,753 RSU grant vests in Q1 2029 if targeted TSR vs. peers is met for 2026–2028 (adjustable up/down).
• Transaction codes: A = Award/Grant; F = Tax withholding. This withholding appears to be routine, not an open-market sale.

Context RSUs are contingent rights to receive shares if vesting conditions are met; many of these awards vest over time or are performance-contingent, so their eventual value depends on continued employment and company performance. The withheld shares merely satisfy tax obligations on vested awards and are common in executive compensation; they should not be interpreted alone as a bullish or bearish signal.