REV Group, Inc. Files 8-K: Material Agreement

Rev Group, Inc. 8-K Filing Summary
FieldDetail
CompanyRev Group, Inc.
Form Type8-K
Filed DateOct 30, 2025
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$0.001, $0.01, $8.71, $128,000,000
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, regulation-fd, exhibits

TL;DR

REV Group signed a big deal, filing an 8-K on 10/29/25.

AI Summary

On October 29, 2025, REV Group, Inc. entered into a material definitive agreement. The filing also includes information regarding Regulation FD disclosures and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Brookfield, WI.

Why It Matters

This 8-K filing indicates a significant new agreement for REV Group, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

  • REV Group, Inc. (company) — Registrant
  • October 29, 2025 (date) — Date of earliest event reported
  • October 30, 2025 (date) — Date of Report
  • Delaware (jurisdiction) — State of Incorporation
  • 26-3013415 (identifier) — IRS Employer Identification No.
  • 245 South Executive Drive, Suite 100 Brookfield, WI 53005 (address) — Address of Principal Executive Offices
  • 414-290-0190 (phone_number) — Registrant's Telephone Number

FAQ

What type of material definitive agreement did REV Group, Inc. enter into?

The filing does not specify the exact nature of the material definitive agreement, only that one was entered into on October 29, 2025.

What is the significance of the 'Regulation FD Disclosure' item?

This indicates that the company is making disclosures to the public in accordance with Regulation Fair Disclosure, ensuring broad dissemination of material non-public information.

When is REV Group, Inc.'s fiscal year end?

REV Group, Inc.'s fiscal year ends on October 31st.

What is the SEC file number for REV Group, Inc.?

The SEC file number for REV Group, Inc. is 001-37999.

What is the Standard Industrial Classification code for REV Group, Inc.?

The Standard Industrial Classification code for REV Group, Inc. is 3711, which corresponds to MOTOR VEHICLES & PASSENGER CAR BODIES.

Filing Stats: 4,208 words · 17 min read · ~14 pages · Grade level 18.2 · Accepted 2025-10-30 07:59:49

Key Financial Figures

  • $0.001 — nge on which registered Common Stock ($0.001 Par Value) REVG New York Stock Exchan
  • $0.01 — .9809 shares of common stock, par value $0.01 per share, of Terex (" Terex Common Sto
  • $8.71 — erex (" Terex Common Stock "), and (ii) $8.71 in cash (without interest) (clauses (i)
  • $128,000,000 — a termination fee to the other party of $128,000,000. In no event will either party be entit

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. The Merger Agreement On October 29, 2025, REV Group, Inc., a Delaware corporation (" REV Group " or the " Company "), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Terex Corporation, a Delaware corporation (" Terex "), 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 share

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 30, 2025, REV Group and Terex 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, REV Group and Terex 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. The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 , is being furnished and is not deemed to be "filed" with the SEC for the purposes of Section 18 of the Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of REV Group under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. REV Group does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. 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 – the cover page XBRL tags are 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. Cautionary Statement About Forward-Looking Statements 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 risks and uncertainties that could cause actual results to differ materially from those expressed in or impl

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REV Group, Inc. Date: October 30, 2025 By: /s/ Amy A. Campbell Name: Amy A. Campbell Title: Chief Financial Officer (Principal Financial Officer)

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