Stephen Zamansky - 02 Feb 2026 Form 4 Insider Report for REV Group, Inc. (REVG)

Footnote F1

On February 2, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 29, 2025, by and among Terex Corporation, a Delaware corporation ("Terex"), Tag Merger Sub 1 Inc. ("Merger Sub 1"), a Delaware corporation and wholly owned subsidiary of Terex, Tag Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Terex ("Merger Sub 2"), and REV Group, Inc. (the "Issuer"), among other things, Merger Sub 1 merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Terex (the "First Merger"). Immediately following the First Merger, Issuer merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving corporation and a wholly owned subsidiary of Terex.

Footnote F2

At the effective time of the First Merger (the "Effective Time"), each outstanding share of Issuer common stock ("Issuer Common Stock") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive from Terex (i) 0.9809 shares of Terex common stock, par value $0.01 per share ("Terex Common Stock") and (ii) $8.71 in cash without interest.

Footnote F3

Represents a deemed of acquisition Issuer Common Stock in respect of outstanding performance stock unit awards of the Issuer ("Issuer PSU Award") pursuant to the terms of the Merger Agreement.

Footnote F4

At the Effective Time, each outstanding Issuer PSU Award held by the reporting person as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into a restricted stock unit of Terex ("Terex RSU Award") covering a number of shares of Terex Common Stock equal to (i) the number of shares of Issuer Common Stock subject to the Issuer PSU Award as of immediately prior to the Effective Time (assuming forecasted level of performance is achieved), multiplied by (ii) 1.1309. The dividend equivalents accrued, but unpaid, with respect to each such Issuer PSU Award were converted to a restricted cash payment ("PSU Restricted Cash Payment"). The resulting Terex RSU Awards and PSU Restricted Cash Payments are each generally subject to the same vesting criteria as the corresponding Issuer PSU Award as of immediately prior to the Effective Time (except with respect to performance-vesting conditions).

Footnote F5

At the Effective Time, each outstanding restricted share award of the Issuer ("Issuer RSA") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into (i) a restricted stock award of Terex ("Terex RSA") covering a number of shares of Terex Common Stock equal to (A) the number of shares of Issuer Common Stock underlying the Issuer RSA as of immediately prior to the Effective Time, multiplied (B) 0.9809, and (ii) a restricted cash payment ("RSA Restricted Cash Payment") equal to (A) $8.71, multiplied by (B) the number of shares of Issuer Common Stock subject to the Issuer RSA as of immediately prior to the Effective Time. The resulting Terex RSA and RSA Restricted Cash Payment are each generally subject to the same vesting criteria as the corresponding Issuer RSA as of immediately prior to the Effective Time.

Footnote F6

At the Effective Time, each outstanding restricted stock unit award of the Issuer ("Issuer RSU Award") held by the reporting person as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into a Terex RSU Award covering a number of shares of Terex Common Stock equal to (i) the number of shares of Issuer Common Stock subject to the Issuer RSU Award as of immediately prior to the Effective Time, multiplied by (ii) 1.1309. The dividend equivalents accrued, but unpaid, with respect to each such Issuer RSU Award were converted to a restricted cash payment ("RSU Restricted Cash Payment"). The resulting Terex RSU Awards and RSU Restricted Cash Payments are each generally subject to the same vesting criteria as the corresponding Issuer RSU Award as of immediately prior to the Effective Time.