Material Event (Form 8-K)

Item 8.01 Other Events

As previously reported, on October 29, 2025, REV Group, Inc., a Delaware corporation ("REV" or the "Company"), entered into the Agreement and Plan of Merger (as it has been or may be amended, supplemented or modified from time to time, the "Merger Agreement") by and among REV, Terex Corporation ("Terex"), Tag Merger Sub 1 Inc. ("Merger Sub 1") and Tag Merger Sub 2 LLC ("Merger Sub 2").

On December 8, 2025, Terex filed a preliminary joint proxy statement/prospectus with the Securities and Exchange Commission ("SEC"), a revised version of which was filed with the SEC on December 19, 2025 (as revised, the "Preliminary Proxy Statement"). On December 23, 2025, REV filed a definitive joint proxy statement/prospectus (the "Definitive Proxy Statement") with the SEC in connection with the special meeting of REV stockholders to be held virtually on January 28, 2026 at 10:00 a.m. Eastern Time (the "Special Meeting"), which can be accessed by visiting www.virtualshareholdermeeting.com/REVG2026SM for the purpose of voting on, among other things, a proposal to adopt the Merger Agreement and approve the first merger. Capitalized terms used below, unless otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement.

Following the filing of the Definitive Proxy Statement, and as of the date of this Current Report on Form 8-K, two lawsuits have been filed by purported stockholders of REV against REV and members of REV's Board of Directors in the Supreme Court of the State of New York (captioned Carter v. REV Group, Inc., et al., No. 650076/2026, and Stevens v. REV Group, Inc., et al., No. 650177/2026), and an additional lawsuit has been filed by a purported stockholder of Terex against Terex, members of Terex's Board of Directors and REV in the Superior Court of the State of Connecticut, Judicial District of Bridgeport (captioned Garfield v. Cholmondeley, et al., No. FBT-CV26-6155173-S) (collectively, the "Actions"). The Actions generally allege, among other things, that the Definitive Proxy Statement omits material information regarding the mergers and seek, among other things, an injunction enjoining the Special Meeting and/or consummation of the mergers until such time as the alleged disclosure deficiencies are corrected, rescission of the mergers or damages in the event the mergers are consummated, and an award of costs, including reasonable attorneys' and experts' fees. Both Terex and REV have also received demand letters from purported stockholders (collectively, the "Shareholder Letters") alleging, among other things, that the disclosures contained in the Preliminary Proxy Statement and/or the Definitive Proxy Statement are deficient and demanding that certain corrective disclosures be made.

REV believes that the allegations in the Shareholder Letters and Actions are without merit, that each of the Preliminary Proxy Statement and the Definitive Proxy Statement complies with applicable law, and that no further disclosure is required. However, solely in order to mitigate any risk of the Shareholder Letters and Actions delaying or otherwise adversely affecting the consummation of the mergers and to minimize any costs, risks, and uncertainties inherent in any litigation related thereto, and without admitting any liability or wrongdoing, Terex and REV have determined to voluntarily supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Shareholder Letters and Actions and any assertion that additional disclosure was or is required.

These supplemental disclosures will not change the consideration to be paid to REV stockholders in connection with the transactions contemplated by the Merger Agreement or the timing of the Special Meeting. The Board continues to recommend that you vote "FOR" each of the proposals to be voted on at the Special Meeting described in the Definitive Proxy Statement, including the proposal to adopt the Merger Agreement and approve the first merger.

The information contained in this Current Report on Form 8-K is incorporated by reference into the Definitive Proxy Statement. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Definitive Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement such information in the Definitive Proxy Statement.