Charles Dutil - 02 Feb 2026 Form 4 Insider Report for TEREX CORP (TEX)

Footnote F1

In accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (such transactions, the "Mergers" and such agreement, the "Merger Agreement"), dated as of October 29, 2025, by and among the Issuer, REV Group, Inc. ("REV"), Tag Merger Sub 1 Inc. and Tag Merger Sub 2 LLC, and subject to the terms and upon the conditions set forth in the Merger Agreement, at the effective time of the Mergers occurring on February 2, 2026, (the "Effective Time"), each share of common stock of REV, $.001 par value per share ("REV Common Stock"), was converted into 0.9809 shares (the "Exchange Ratio") of common stock of the Issuer, $0.01 par value per share ("Issuer Common Stock") and $8.71 of cash merger consideration (the "Cash Merger Consideration").

Footnote F2

At the Effective Time, each restricted stock unit ("RSU") in respect of REV Common Stock outstanding immediately prior to the Effective Time (each, a "REV RSU Award") was automatically assumed by the Issuer and converted, at the Effective Time, into (i) an award of RSUs relating to shares of Issuer Common Stock (each, a "Terex RSU Award") in respect of a number of shares of Issuer Common Stock equal to the number of shares of Rev Common Stock subject to such REV RSU Award immediately prior to the Effective Time, multiplied by the Award Exchange Ratio (as defined in the Merger Agreement and equaling 1.1309), and (ii) an amount in restricted cash equal to the amount of any dividend equivalent rights that were accrued, but unpaid, as of immediately prior to the Effective Time with respect to such REV RSU Award.

Footnote F3

Number of shares beneficially held includes 2,380 Terex RSU Awards, of which 100% will vest on December 31, 2026, subject to the continued service of the Registrant as a Director or the application of certain termination of services rights under the terms applicable to the Terex RSU Awards.