SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

On October 29, 2025, the Company entered into a definitive merger agreement with REV Group, Inc. (“REV”), a publicly traded manufacturer and distributor of specialty vehicles and related aftermarket parts and services, in a stock-and-cash transaction (the “REV Transaction”). On February 2, 2026, the Company completed the REV Transaction in accordance with the terms of the agreement. The provisional purchase consideration of $3,262 million is based on the conversion of each outstanding share of REV to 0.9809 of a share of Terex and $8.71 in cash ($426 million in total) and estimated fair value of converted unvested share based awards attributable to pre-combination service. In connection with the REV Transaction, there were an additional 48.1 million shares of Terex issued upon conversion.

REV serves a diversified customer base, primarily in the U.S. and their products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users. REV provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (motorized recreational vehicles). The REV Transaction created a diversified specialty equipment manufacturer of emergency, waste, utilities, environmental, material processing equipment and mobile elevating work platforms with attractive end markets characterized by low cyclicality and long-term growth profiles.

The REV Transaction will be accounted for as a business combination under ASC 805, Business Combinations, using the acquisition method of accounting. Because the REV Transaction closed in close proximity to the filing of this Annual Report on Form 10‑K for the year ended December 31, 2025, the initial accounting for the business combination is not yet complete. As a result, the Company is unable to provide the disclosures required by ASC 805 at this time. The Company will include the required disclosures in its Quarterly Report on Form 10‑Q for the period ending March 31, 2026.

Acquisition-Related Expenses

The Company has incurred transaction costs directly related to the REV Transaction of $11 million for the year ended December 31, 2025, which is recorded in Other income (expense) - net.

Unaudited Pro Forma Information

The following unaudited pro forma financial information has been prepared as if both the REV Transaction and the ESG Acquisition had occurred on January 1, 2024. This information is derived from the historical results of operations and does not purport to represent what the Company’s results of operations would have been had the transactions occurred on that date, nor is it intended to be indicative of the Company’s future results. The unaudited pro forma combined Net Income and Earnings per share are not presented as the initial accounting for REV Transaction is incomplete as of the date these financial statements are being issued.


(in millions)	Year Ended December 31,
	2025		2024
Net sales	$	7,928	$	8,135

TEREX CORP 10-K