MEESTER SIMON 4

What Happened

• Simon Meester, President, CEO and Director of Terex Corporation (TEX), was granted a total of 105,200 restricted stock units (RSUs) on March 15, 2026 (three separate awards: 36,820; 34,190; 34,190). These awards are reported as acquisitions at $0.00 (awards/grants).
• On the same date he had 14,926 shares withheld to satisfy tax withholding obligations associated with vesting, a disposition (code F) of those shares at $59.41 per share for proceeds of $886,754. The withholding was to cover taxes—not an open-market sale for cash.

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely).
• Withheld/Disposed: 14,926 shares at $59.41 = $886,754 (tax withholding, code F).
• Grants/Acquisitions: 36,820 RSUs; 34,190 RSUs (performance-based, ROIC); 34,190 RSUs (performance-based, TSR); each shown at $0.00 (code A).
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes of note:
  • F1: Shares withheld to pay tax liability on vested restricted stock.
  • F3: 36,820 RSUs vest 1/3 on 3/15/2027, 1/3 on 3/15/2028, 1/3 on 3/15/2029, subject to continued employment.
  • F4: 34,190 RSUs vest in Q1 2029 if targeted ROIC is met for 2026–2028; amount may be adjusted.
  • F5: 34,190 RSUs vest in Q1 2029 based on three‑year TSR percentile vs. peers for 2026–2028; amount may be adjusted.
• Transaction codes: A = award/grant (RSUs); F = tax withholding (share disposition to cover taxes).

Context

• RSUs are conditional awards that convert to shares upon vesting; the reported grants do not require an outlay by the executive and are recorded at $0 in the filing. Two of the RSU grants are performance‑based and only vest if specified ROIC or TSR goals are met.
• The 14,926‑share disposition was a tax‑withholding action (common when RSUs vest) rather than a discretionary open‑market sale, so it’s primarily a routine administrative step to satisfy tax obligations.