+
Baird Conference
November 12, 2025
Additional Information
Important Information and Where to Find It
In connection with the proposed transaction, Terex will file with the SEC a Registration Statement on Form S-4 to register the shares of Terex common stock to be issued in connection with the transaction. The Registration Statement will include a joint proxy statement of Terex and REV Group that also constitutes a prospectus of Terex. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of Terex and REV Group.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING TEREX, REV GROUP, THE COMBINED COMPANY, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Terex or REV Group through the website maintained by the SEC at https://http://www.sec.gov, from Terex at its website, https://www.Terex.com, or from REV Group at its website, https://www.revgroup.com (information included on or accessible through either of Terex's or REV Group's website is not incorporated by reference into this communication).
Reference to year is to fiscal year unless otherwise stated. Terex's fiscal year end is December 31 and REV Group's fiscal year end is October 31. References to the merged company's fiscal year on a pro
forma basis reflect these different fiscal years.
Participants in the Solicitation
Terex, REV Group, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in connection with the transaction under the rules of the SEC. Information about the interests of the directors and executive officers of Terex and REV Group and other persons who may be deemed to be participants in the solicitation of proxies in connection with the transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the transaction, which will be filed with the SEC. Information about the directors and executive officers of Terex and their ownership of Terex common stock can be found in the sections entitled "Executive Compensation Program", "Executive Compensation Practices", "Executive Compensation Components", "Director Compensation", "Executive Compensation Tables", and "Security Ownership of Certain Beneficial Owners and
Management" included in Terex's definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders, filed with the SEC on April 1, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by Terex's directors and executive officers; and in other documents subsequently filed by Terex with the SEC. Information about the directors and executive officers of REV Group and their ownership of REV Group common stock is set forth in the sections entitled "Director Compensation", "Security Ownership of Certain Beneficial Owners and Management", and "Executive Compensation Tables" included in the definitive proxy statement for REV Group's 2025 Annual Meeting of Stockholders, filed with the SEC on January 17, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by REV Group's directors and executive officers; and in other documents subsequently filed by REV Group with the SEC. Free copies of the documents referenced in this paragraph may be obtained as described above under the heading "Important Information and Where to Find It."
No Offer or Solicitation
This communication is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
3
Terex and REV to Merge ― A Transformative New Chapter+
Strong portfolio of diversified specialty equipment with leading brands
Bolsters combined long-term growth outlook
Resilient, low cyclical, growing end markets
Differentiated products and channels
$75M of readily achievable synergies
Extensive U.S. manufacturing footprint
Low capital intensity and attractive leverage position
A win-win combination for all stakeholders
Terex's Purposeful Strategic Transformation to Create a More Resilient Company
Focusing on core businesses that reduce cyclicality and deliver
consistent growth, stronger margins and predictable returns
Terex
Actions Undertaken
July 2024 Announced $2B acquisition of ESG, a market leading, strong growth, resilient top-line performer through the cycle with
robust margins
(completed Oct. 2024)
Terex
Prior to Strategic Actions
(2024A)1
(excl. Aerials) + REV2
Further Potential for Long-Term Margin Accretion
September 2025 Announced exit of Tower and Rough Terrain Cranes,
Revenue $4.9B $5.8B
Adj. EBITDA $590M $815M
% Margin 12% 14%3 Terex
Cyclicality
>15%Terex + REV 2027 Adj. EBITDA Margin4
continuing plan to transition from low-margin, capital intensive businesses (completed Nov. 2025)
October 2025 Announced merger with REV Group, a non-cyclical, high-growth and highly complementary business
Announced review of strategic alternatives for Aerials segment to maximize shareholder value
Completion of merger with REV Group not conditional on outcome
of the strategic review
1. Reported FY'24, excluding ESG. 2. REV Group Adj. EBITDA presented net of estimated share-based compensation expense of ~ $12.5M
3. Includes $75mm of run-rate synergies. 5
4. Reflects 2025 figures for Terex excluding Aerials, and 2027 target for REV Group. Includes $75M of run-rate synergies.
REV's Performance and Momentum Support Robust Growth Outlook
REV Group performance and outlook
Adj. EBITDA ($MM)1
$225
$145
$310
Tracking ahead of FY'27 targets3
Sales CAGR4
6% - 8%(2024 - 2027)
Adj. EBITDA margin
10% - 12%2028 and Beyond
Growth and industry-leading Adj.
EBITDA margin profile supported by
normalized backlog of
1 - 1.5 yearsfor specialty vehicles sales
5
FY'24
FY'25 Guidance 2
FY'27 Target 3
(2027)
30 - 50 bpsCurrent record backlog of $4.2B, which supports
2 - 2.5 yearsof specialty vehicle sales
Adj. EBITDA CAGR5
29%(2024 - 2027)
annual margin expansion
6
Source: Company website, presentations, filings and management targets Note: Fiscal year ends 10/31. 1. REV Group Adj. EBITDA figures excludes stock-based compensation, consistent with how REV Group reports. 2. Midpoint of Adj. EBITDA guidance of $220-230M provided during REV's third quarter analyst call on 9/3/25. 3. Provided during REV's investor presentation on 12/11/24 4. Compound annual growth rate (CAGR) is based on $2.22 billion pro forma fiscal 2024 net sales reflecting the divestiture of Collins and ENC in fiscal 2024 that generated $163.6 million of net sales in fiscal 2024. Assumes mid-cycle RV. 5. CAGR based on $145.2M pro forma Adj. EBITDA for fiscal 2024, reflecting the divestiture of Collins and ENC (which represented $17.6M of Adj.
EBITDA in fiscal 2024) and $310M Adj. EBITDA target in fiscal 2027.
Pro Forma Terex End Markets Growing at Mid to High Single Digits
Emergency Vehicles
Waste & Recycling
Utilities
Infrastructure
% of '25E revenue1
~30% ~30% ~10%
~20%
6-10%2
Growth
Backed by municipal tax receipts and federal stimulus (2000-2024 CAGR 4.4%3)
Large installed base with consistent and mandated replacement cycle
Urban sprawl and population growth tailwinds
Technology upgrades
5%4
Growth
Essential service with strong performance through cycles
Contracts anchored by multi-year forecasts and long-term commitments
Increased focus on upgrades to drive safety, productivity and efficiency
8-15%5
Growth
Underpinned by secular tailwinds
Increased power consumption supports AI and data centers infrastructure buildout
Renewed focus on grid resiliency
Replacing aging infrastructure
5%6
Growth
Sustained and growing public sector investment
Significant funding available
$9.1T anticipated U.S. infrastructure investment required by 20337
U.S. municipalities spend ~$200B / year on capital equipment.8
Additional growth in aftermarket and digital
Note: End market breakdown may not sum to 100% due to exclusion of "Other" which includes Industrial and Commercial / Leisure end markets.
1. Represents share of Terex and REV Group combined 2025E sales, excluding Terex's Aerials business. 2. Sep 2025 Kaisser Research and Analysis Report for Speciality Vehicles. 3. U.S. Bureau of Economic Analysis, Personal Current
Tax Receipts: State and Local Government: Property Taxes 4. ESG long-term growth from July 2024 investor presentation. 5. Aug 2025 North American Electric Transmission Market Forecast Report. 6. 23A - 27E CAGR for 7
infrastructure starts per Dodge Analytics as of September 2025. 7. American Society of Engineers. 8. https://www.census.gov, fred.stlouisfed.org, https://www.usgovernmentspending.com
Establishing a Stable and Profitable Specialty Vehicle Portfolio Well-Positioned for Accelerated Growth and Value Creation2025E2
Sales Growth
Adj. EBITDA
Margin
Adj. EBITDA
Margin Growth
Revenue Contribution
13%
19%
200 bps
~~$11.7.7BB
(9)%
13%
- 50 bps
~~$11..77BB
9%
9%
280 bps
~~$22..44BB
3%
14%1
280 bps
Unites leading market positions across segments
Front/Rear Load
Compactors
Digger
Derricks
Bucket
Trucks
Self-contained
Compactors
Digital Solutions
Environmental Solutions
RevAMPTM Electric ASL
Front Loader with Curotto-Can®
Materials Processing
Aggregates
REV Group1
Environmental
Concrete
Material Handling
Pumper / Tanker
Ambulance
Aerial
Cab and
Chassis
Pro Forma
1. REV Group figures are net of stock-based compensation to be like-for-like with Terex. Figures for 2024 are pro forma adjusted for Terex's acquisition of ESG and REV Group's divestiture of Collins and ENC. Fiscal 2025 figures are 8
midpoint of management guidance. 14% is inclusive of $75M of run-rate synergies. 2. Sales Growth and Adj. EBITDA Margin growth based on fiscal 2025 vs. fiscal 2024.
Accelerate REV Operational Transformation to Lean High-Flow ManufacturingManufacturing Synergy Example
Leverage Terex's strength and proven results on Digital Manufacturing Execution Systems (MES) and Advanced Supply Planning to achieve higher throughput while improving overall plant efficiency
Training Quality Output Efficiency
Work instructions and training videos directly at the cell
Individual team member training status at the cell
~1,100 New Hires
~650 Job Instructions
~250 Training Videos
Real-time data with closed-loop system for resolution
Ensures defects are captured early w/ CI to eliminate future issues
End-of-Line Defects per unit reduced by 80%
Live status tracking vs target pitch by workstream
Visual management aid on resource flexing and balance
Daily trucks / day produced
increased by 45%
Enables faster adjustments and decision-making
Automates manual paper-based work to speed up operations
Overall plant efficiency improved by 13%
Terex Connected Operations Demonstrated Results at ESG
Lean flow design
CELL-BASED
MANUFACTURING
FLOW-BASED
MANUFACTURING
Design Commonization
Digital MES & Analytics
Integrated Planning (SIOP)
Automation & Robotics
Cont. Improvement
9
$75M in Clearly Identified and Executable SynergiesComplementary cultures and systems enhance business performance and drive value creation
Corporate
Overhead
Procurement
Operations
$75M Run-Rate Synergies1,2
Significant Value Creation
~50%
achieved 12 months
after closing
Fully-realized in 2028
~20%
~25%
~50%
Low integration risk: REV businesses to be standalone segment with existing leadership
Acquired in 2024
Operated as new division which limited integration risk
On track to over-deliver against synergy target
PATRICK CARROLL
Environmental Solutions
Strong command of Terex Operating System
Led five acquisitions while leading Materials Processing
Strong track record of
delivering synergies
KIERAN HEGARTY
Materials Processing
MIKE VIRNIG
Specialty Vehicles
Will continue to lead Specialty Vehicle as new standalone Terex segment
Significant integration experience; led Spartan combination for REV Group
Track record of delivering synergies in
transformative M&A
29 years of industry experience
34 years of industry experience
35 years of industry experience
Source: Management estimates. 1. Cash costs to achieve are one-time and expected to be ~1x run-rate synergies. 2. 95% of the $75M in run-rate synergies are cost synergies. 10
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