REV Group, Inc. 8-K

What Happened

• REV Group (REV) and Terex Corporation agreed to a planned merger; REV filed a supplement to its definitive joint proxy/prospectus (Definitive Proxy Statement) on Form 8‑K dated January 20, 2026 to add disclosures and clarifications. The special meeting of REV stockholders is scheduled virtually for January 28, 2026 at 10:00 a.m. ET to vote on adoption of the Merger Agreement and the first merger. REV’s board continues to recommend a vote “FOR” the proposals.
• REV and Terex say the supplement is voluntary and intended to mitigate litigation risk; REV denies that additional disclosure is legally required. Following the Definitive Proxy Statement, three shareholder lawsuits/demand letters were filed alleging disclosure omissions and seeking injunctions, rescission or damages (Carter v. REV No.650076/2026; Stevens v. REV No.650177/2026; Garfield v. Cholmondeley et al., FBT‑CV26‑6155173‑S).

Key Details

• Proxy timing and filings: Preliminary joint proxy/prospectus filed Dec 8, 2025 (revised Dec 19); Definitive joint proxy/prospectus filed Dec 23, 2025; Form S‑4 effective Dec 23, 2025; special meeting Jan 28, 2026.
• Valuation ranges disclosed from financial advisors:
  • Barclays (Terex analyses): implied Terex enterprise value $6,354M–$8,192M; implied Terex price per share $71–$98.
  • Barclays (REV analyses): implied REV enterprise value $3,719M–$4,645M; implied REV price per share $74–$93.
• Transaction economics and synergies (per J.P. Morgan / REV management): estimated present value of synergies ≈ $595M (net present value of run‑rate synergies ≈ $75M); estimated cash consideration to REV stockholders ≈ $425M; estimated transaction expenses ≈ $90M.
• Advisor fees (disclosed): Terex paid Barclays $4.0M upon delivery of its fairness opinion, with $18.0M payable on completion (crediting amounts paid), and up to $2.0M discretionary performance fee; Barclays received ≈ $5.5M from Terex for other services from Jan 1, 2023–Oct 22, 2025.
• Background items added: early Terex Preliminary Proposal (Sept 3, 2025) contemplated divestiture of Terex Aerials, a combined company ownership split of 61.5% Terex / 38.5% REV, and Mr. Meester as CEO of the combined company.

Why It Matters

• The supplement does not change the transaction consideration or the scheduled special meeting date, and REV’s board still recommends shareholders vote to approve the merger. The additional disclosures provide investors more detail on valuation ranges, advisor fees, management projections and the merger background—useful when evaluating the fairness and expected benefits of the deal.
• The lawsuits and demand letters allege disclosure deficiencies and seek to delay or block the transaction; REV and Terex say they deny the claims but opted to supplement the proxy to reduce litigation risk and avoid potential delays or costs. Investors should monitor the outcome of these legal actions and the Jan 28, 2026 vote, as either could affect the timing or completion of the merger.