• Creates a scaled specialty equipment manufacturer with complementary, leading brands in attractive, low cyclical, highly resilient and growing end markets
• Unlocks significant value-creating synergies of $75 million of run-rate value in 2028 with approximately 50% achieved twelve months after closing
• Terex to pursue strategic options to exit its Aerials segment, further reducing its exposure to cyclical end markets
• Resulting organization will feature low capital intensity, an attractive leverage profile, an efficient cost base with resilient and predictable earnings and free cash flow to enable profitability enhancing and growth investments
• Companies to host a joint conference call today at 8:30 AM ET
• Terex announces plans to exit its aerials segment

Terex Corporation and REV Group have announced that they have entered into a definitive merger agreement to merge in a stock and cash transaction (“the Merger”) to form a leading specialty equipment manufacturer.

The Merger will create a diversified leader in emergency, waste, utilities, environmental and materials processing equipment with attractive end markets characterized by low cyclicality, resilient demand and long-term growth profiles. With a substantial U.S. manufacturing footprint, the combined organization will be well-positioned to benefit from domestic demand growth.

Combining the complementary portfolios will unlock significant value-creating synergies totalling $75 million of run-rate value in 2028, with approximately 50% achieved 12 months after closing. Both Terex and REV Group have demonstrated their ability to successfully execute large integrations and deliver expected synergy value.

Today, Terex also announced that it will initiate a process to exit its Aerials segment, including the assessment of a potential sale or spin-off.

Upon closing of the Merger, Terex CEO, Simon Meester, will serve as President & Chief Executive Officer of the combined company, supported by a proven management team that reflects the strengths and capabilities of both organizations.

Simon Meester, Chief Executive Officer of Terex, commented:

“This transaction represents a transformative step for both companies. By combining our complementary portfolios and leveraging our collective strengths, we are creating a large-scale, diversified industrial leader well-positioned to capitalize on long-term secular growth trends. The transaction will unlock significant value for both Terex and REV Group shareholders and creates exciting opportunities for our team members and customers by strengthening our ability to invest in the combined business, innovate and deliver quality solutions.”

Mark Skonieczny, Chief Executive Officer of REV Group, commented:

“Joining forces with Terex is a natural evolution of our strategy of building a stronger, more profitable and scaled company by bringing together two highly respected organizations with shared values and a commitment to innovation, operational excellence, and customer success. We are beginning an exciting new chapter that will generate meaningful value for our shareholders, customers and employees.”

Strategic Rationale and Transaction Benefits

• Complementary Portfolio of Specialty Equipment Businesses. As a combined company, Terex and REV Group will offer a diversified portfolio of emergency, waste, utilities, environmental and material processing equipment with attractive end markets characterized by low cyclicality, resilient demand, and long-term growth.
• Financial Strength and Flexibility. Together, Terex and REV Group will operate from a position of enhanced financial strength with an attractive leverage position, low capital intensity, and significant free cash flow to fuel growth. This strong financial foundation will support continued investment in growth while maintaining discipline and flexibility.
• Enhanced Scale and Growth Profile. The transaction will enhance the combined company’s overall growth profile, creating a more diversified platform with multiple avenues for expansion. By combining complementary capabilities, the business is positioned for stronger, more sustainable growth over the long term.
• Compelling Value Creation Through Synergies. The transaction will unlock significant value-creating synergies that enhance competitiveness and reduce operating costs with $75 million of run-rate value in 2028 and approximately 50% achieved twelve months after closing.

Merger Agreement

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, REV Group shareholders will receive, for each REV Group share, 0.9809 of a share of the combined company and $8.71 in cash ($425 million in total). Upon closing, Terex shareholders will own approximately 58%, while REV Group shareholders will own approximately 42%, of the combined company’s fully diluted shares on a pro forma basis. Following the close, the combined company will continue to be traded on the NYSE under the symbol TEX. Both parties expect to pay dividends in the ordinary course of business through closing.

The combined company is expected to have approximately $7.8 billion in net sales and an attractive combined Adjusted EBITDA margin of approximately 11% as of year-end 2025 excluding benefit of synergies. It is estimated that at closing the combined company would have a net debt to trailing twelve-month pro forma Adjusted EBITDA ratio of approximately 2.5x including run-rate synergies of $75 million, with the opportunity to de-lever further post-Aerials exit. The exchange ratio and the closing share prices for Terex and REV Group as of October 28, 2025 represent an implied total enterprise value of the combined company of approximately $9 billion. Excluding Aerials and including $75 million of synergies, it is estimated that the combined company would have an even stronger pro forma Adjusted EBITDA margin of approximately 14% for 2025.

Corporate Governance

Following the close, the board of the combined company will consist of 12 directors, of which 7 will be from the Terex board and 5 from the REV Group board.

Timing & Approvals

The transaction is expected to close in the first half of 2026, subject to approval by both companies’ shareholders, required regulatory clearance, and satisfaction of other customary closing conditions.

Advisors

Barclays is serving as the exclusive financial advisor, and Fried, Frank, Harris, Shriver & Jacobson LLP and Pryor Cashman LLP are serving as legal counsel to Terex. J.P. Morgan is serving as exclusive financial advisor and Davis Polk & Wardwell LLP is serving as legal counsel to REV Group.