REV Group Inc.

02/02/2026 | Press release | Distributed by Public on 02/02/2026 18:47

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LaDue Joseph
2. Issuer Name and Ticker or Trading Symbol
REV Group, Inc. [REVG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Corp. Controller & CAO
(Last) (First) (Middle)
C/O REV GROUP, INC, 245 S. EXECUTIVE DRIVE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026
(Street)
BROOKFIELD, WI 53005
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 02/02/2026 D 7,454(2) D $ 0 12,898 D
Common Stock(1) 02/02/2026 D 12,898(3) D $ 0 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LaDue Joseph
C/O REV GROUP, INC
245 S. EXECUTIVE DRIVE, SUITE 100
BROOKFIELD, WI 53005
VP, Corp. Controller & CAO

Signatures

/s/ Stephen Zamansky, Attorney-in-Fact 02/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) 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.
(3) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
REV Group Inc. published this content on February 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 03, 2026 at 00:47 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]