Terex Corporation (TEX) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated February 2, 2026, announces the completion of the previously announced acquisition of REV Group, Inc. ("REV") by Terex Corporation ("Terex"). The transaction closed on February 2, 2026 (the "Closing Date"), following the effectiveness of the Merger Agreement entered into on October 29, 2025.
Key Financial Metrics and Transaction Terms
This filing details the structure of the merger consideration rather than Terex's standalone operating results for a specific period. Key financial terms of the acquisition include:
- Merger Consideration: Each outstanding share of REV Common Stock was converted into the right to receive:
- 0.9809 shares of Terex Common Stock.
- $8.71 in cash per share (without interest).
- Fractional Shares: Cash was paid in lieu of fractional shares of Terex Common Stock.
- Equity Awards: REV restricted share awards were converted into Terex restricted share awards (multiplied by 0.9809) and restricted cash (multiplied by $8.71). REV RSUs were converted using an exchange ratio of 1.1309 for the stock portion.
Note: This filing does not provide Terex's current revenue, profit, cash flow, margins, debt, or liquidity metrics. Pro forma financial information and REV's financial statements were previously filed in the Registration Statement on Form S-4 and are not included in this report.
Material Changes
The primary material change is the consolidation of REV into Terex as a wholly-owned subsidiary. Additionally, the composition of the Terex Board of Directors changed effective at the Closing Date:
- Board Expansion: The Board size increased to 12 members.
- Resignations: Paula H. J. Cholmondeley and Christopher Rossi resigned from the Board. Ms. Cholmondeley was designated as director emeritus.
- New Appointments: Five former REV directors were appointed to the Terex Board:
- Jean Marie (John) Canan
- David Dauch
- Charles Dutil
- Kathleen Steele
- Maureen O'Connell (appointed Chair of the Audit Committee)
Guidance, Outlook, and Risks
This filing does not contain updated financial guidance, management commentary on future outlook, or specific risk factors related to the post-merger integration. The document states that the description of the Mergers is a summary and is subject to the full text of the Merger Agreement filed as Exhibit 2.1. The resignations of the departing directors were not due to any disagreement with Terex regarding operations or policies.
Investor Verification Checklist
- Verify the final exchange ratio and cash consideration details in the definitive Merger Agreement (Exhibit 2.1).
- Review the Registration Statement on Form S-4 (File No. 333-292000) for pro forma financial information and REV's historical financial statements.
- Confirm the new Board composition and committee assignments in the company's subsequent proxy filings.
- Monitor future 10-K or 10-Q filings for the first consolidated financial results of the combined entity.