Terex Corp Enters Material Definitive Agreement

Ticker: TEX · Form: 8-K · Filed: Oct 30, 2025 · CIK: 97216

Sentiment: neutral

Topics: material-definitive-agreement, corporate-event

TL;DR

Terex just signed a big deal, details to follow.

AI Summary

Terex Corporation announced on October 30, 2025, that it entered into a material definitive agreement on October 29, 2025. The filing also indicates other events and the submission of financial statements and exhibits. Specific details of the agreement, including parties involved and financial terms, are not provided in this excerpt.

Why It Matters

This filing signals a significant business transaction for Terex Corporation, potentially impacting its future operations and financial standing.

Risk Assessment

Risk Level: medium — The nature of a 'material definitive agreement' can carry significant financial and operational implications, but the lack of specific details in this excerpt necessitates a medium risk assessment.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement Terex Corporation entered into?

The filing states that Terex Corporation entered into a material definitive agreement on October 29, 2025, but does not provide specific details about the agreement itself.

When was this Form 8-K filed with the SEC?

This Form 8-K was filed on October 30, 2025.

What is the earliest event date reported in this filing?

The earliest event reported in this filing is October 29, 2025.

Where are Terex Corporation's principal executive offices located?

Terex Corporation's principal executive offices are located at 301 Merritt 7, 4th Floor, Norwalk, Connecticut 06851.

What is Terex Corporation's standard industrial classification?

Terex Corporation's standard industrial classification is INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537].

Filing Stats: 4,064 words · 16 min read · ~14 pages · Grade level 18.5 · Accepted 2025-10-30 07:28:20

Key Financial Figures

Filing Documents

01

Item 1.01. Entry Into a Material Definitive Agreement . The Merger Agreement On October 29, 2025, Terex Corporation, a Delaware corporation (" Terex " or the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with REV Group, Inc., a Delaware corporation (" REV Group "), Tag Merger Sub 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Terex (" Merger Sub 1 "), and Tag Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Terex (" Merger Sub 2 "). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub 1 will be merged with and into REV Group (the " First Merger "), with REV Group continuing as the surviving corporation in the First Merger (the time the First Merger becomes effective, the " Effective Time ") and (2) immediately following the First Merger, REV Group will be merged with and into Merger Sub 2 (the " Second Merger " and, together with the First Merger, the " Mergers "), with Merger Sub 2 continuing as the surviving company in the Second Merger as a wholly owned, direct subsidiary of Terex. At the Effective Time, each issued and outstanding share of common stock, $0.001 par value per share, of REV Group (" REV Group Common Stock ") (other than certain excluded shares) will be converted into the right to receive (i) 0.9809 shares of common stock , par value $0.01 per share, of Terex (" Terex Common Stock "), and (ii) $8.71 in cash (without interest) (clauses (i) and (ii) together, the " Merger Consideration "), in each case subject to the terms and conditions of the Merger Agreement. Under the Merger Agreement, each REV Group restricted stock award (a " REV Group Restricted Share Award ") will be converted into (i) a Terex restricted share award (a " Terex Restricted Share Award "), relating to a number of shares of Terex Common Stock, equal to the product of (a) the number of s

01. Other Events

Item 8.01. Other Events. On October 30, 2025, Terex and REV Group issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On October 30, 2025, in connection with the announcement of the Merger Agreement, Terex and REV Group intend to hold a conference call available to investors and the public. Details for accessing the conference call can be found in the press release attached as Exhibit 99.1 hereto. A presentation (the " Investor Presentation ") for reference during such call is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d ) Exhibits Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as of October 29, 2025, by and among Terex Corporation, REV Group, Inc., Tag Merger Sub 1 Inc. and Tag Merger Sub 2 LLC. 99.1 Joint Press Release, dated October 30, 2025, issued by Terex Corporation and REV Group, Inc. 99.2 Investor Presentation, dated as of October 30, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request. - 4 - Cautionary Statement About Forward-Looking This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which involve risks and uncertainties. Any statements about REV Group, Terex or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events and any other statements to the extent they are not statements of historical fact are forward-looking statements. Words, phrases or expressions such as "will," "creates," "anticipate," "believe," "could," "confident," "continue," "estimate," "expect," "forecast," "hope," "intend," "likely," "may," "might," "objective," "plan," "possible," "potential," "predict," "project", "target," "trend" and similar words, phrases or expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are based on information available and assumptions made at the time the those expressed in or implied by the forward-looking statements. Forward-looking statements in this

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 30, 2025 TEREX CORPORATION By: /s/ Scott J. Posner Scott J. Posner Senior Vice President, Secretary and General Counsel

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