Background
In accordance with Internal Revenue Code Section 6045B, Terex Corporation ("Terex") is making IRS Form 8937 available to provide information regarding the exchange for cash and shares of Terex pursuant to the Agreement and Plan of Merger, dated as of October 29, 2025, and completed on February 2, 2026, by and among Terex, Tag Merger Sub 1, Inc., Tag Merger Sub 2, LLC, (both direct wholly owned subsidiaries of Terex) and REV Group Inc. that may affect the U.S. federal income tax basis of Terex's shares. The Form 8937 posted below is intended to assist shareholders in determining the tax implications of the relevant corporate action. This information does not constitute tax advice. Shareholders should consult their own tax advisors regarding the impact of these actions on their individual tax situations.
Form 8937 (December 2017) Department of the Treasury Internal Revenue Service | Report of Organizational Actions Affecting Basis of Securities a See separate instructions. | OMB No. 1545-0123 | ||
Part I | Reporting Issuer | |||
1 Issuer's name Terex Corporation | 2 Issuer's employer identification number (EIN) 34-1531521 | |||
3 Name of contact for additional information Vice President, Investor Relations | 4 Telephone No. of contact 203-222-7170 | 5 Email address of contact investorrelations@terex.com | ||
6 Number and street (or P.O. box if mail is not delivered to street address) of contact | 7 City, town, or post office, state, and ZIP code of contact | |||
8 Date of action February 2, 2026 | 9 Classification and description Acquisition in exchange for cash and shares of Terex Corporation | |||
10 CUSIP number 880779103 | 11 Serial number(s) N/A | 12 Ticker symbol TEX (NYSE) | 13 Account number(s) N/A | |
Part II | Organizational Action Attach additional statements if needed. See back of form for additional questions. | |||
Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for
the action a
See attachment.Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per share or as a percentage of old basis a See attachment.
Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the valuation dates a See attachment.
For Paperwork Reduction Act Notice, see the separate Instructions. Cat. No. 37752P Form 8937 (12-2017)
Form 8937 (12-2017) Page 2
Part II
List the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based a
See attachment.Can any resulting loss be recognized? a
See attachment.Provide any other information necessary to implement the adjustment, such as the reportable tax year a See attachment.
Sign Here | Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, cor ect, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. Signature a Date a 3/10/2026 Print your name a Michelle Hughes Title a Chief Tax Officer | ||||
Paid Preparer Use Only | Print/Type preparer's name | Preparer's signature | Date | Check if self-employed | PTIN |
Firm's name a | Firm's EIN a | ||||
Firm's address a | Phone no. | ||||
rect, and complete. Declaration of prepar
Send Form 8937 (including accompanying statements) to: Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054
Terex Corporation EIN: 34-1531521 Attachment to Form 8937On February 2, 2026, pursuant to the Agreement and Plan of Merger, dated as of October 29, 2025 (the "Merger Agreement"), by and among Terex Corporation, a Delaware corporation
("Tag"), Tag Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Tag ("Merger Sub 1"), Tag Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Tag ("Merger Sub 2"), and REV Group Inc., a Delaware
Corporation ("Rolex"), (i) Merger Sub 1 merged with and into Rolex (the "Merger") whereupon the separate existence of Merger Sub 1 ceased, and Rolex continued as the surviving corporation of the Merger and became a wholly owned subsidiary of Tag and (ii) immediately after the Merger, Rolex merged with and into Merger Sub 2 (the "Forward Merger" and together with the Merger, the "Mergers"), whereupon the separate existence of Rolex ceased, and Merger Sub 2 continued as the surviving company of the Forward Merger and a directly wholly owned subsidiary of Tag.
Tag described the material U.S. federal income tax consequences of the Mergers on its Form S-4, filed with the Securities and Exchange Commission (Registration No. 333-292000) and dated December 23, 2025 (as amended, the "Joint Proxy Statement/Prospectus"), (available at the following internet address: https://www.sec.gov/Archives/edgar/data/97216/000114036125046477/ny20058320x3_424b3.ht
m). The information provided herein is not tax advice, is not complete and is qualified in its entirety by reference to the Joint Proxy Statement/Prospectus. This Form 8937 does not constitute tax advice. The following discussion is not a complete analysis or discussion of all the potential tax consequences of the Mergers. Holders of Rolex Common Stock should consult their own tax advisors as to the specific tax consequences to such holders of the Mergers, including tax return reporting requirements and the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of such holders' particular circumstances. Holders of Rolex Common Stock should carefully read the Joint Proxy Statement/Prospectus, including under the heading "Material U.S. Federal Income Tax Consequences of the Mergers."
Box 14On February 2, 2026, pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Rolex Common Stock, par value $0.001 per share, issued and outstanding immediately before the Effective Time (other than shares held by Tag or Rolex to be cancelled, dissenting shares, or Rolex restricted share awards) converted into the right to receive, with respect to a share of Rolex Common Stock, (i) 0.9809 shares of Tag Common Stock, and
(ii) $8.71 in cash without interest, together with cash in lieu of the issuance of fractional shares, if any, pursuant to the terms of the Merger Agreement.
Each holder of Rolex Common Stock that otherwise would have been issued a fractional share of Tag Common Stock in the Mergers was or will be paid the cash value of such fractional share based on the volume weighted average (rounded to the nearest cent) of the trading price for a share of Tag Common Stock traded on the NYSE on each of the five (5) consecutive trading
days ending on (and including) the trading day that is two (2) trading days prior to February 2, 2026.
Box 15Tag and Rolex intend that the Mergers, taken together, qualify as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). No ruling from the Internal Revenue Service has been requested or is intended to be obtained as to the U.S. federal income tax consequences of the Mergers. Assuming that the Mergers constitute a "reorganization" within the meaning of Section 368(a)(1)(A) of the Code, with respect to holders of Rolex Common Stock that are U.S. taxpayers not in a special class of holders subject to special rules as described further in the Joint Proxy Statement/Prospectus ("U.S. Holders"), (i) a U.S. Holder who exchanges shares of Rolex Common Stock for a combination of Tag Common Stock and cash will recognize gain, if any (but not loss), equal to the lesser of (A) the excess, if any, of the amount of cash plus the fair market value at the Effective Time of the Tag Common Stock received (including any fractional share of Tag Common Stock the U.S. Holder is treated as having received, as described below) in exchange for such shares of Rolex Common Stock in the Mergers, minus such holder's adjusted tax basis in the shares of Rolex Common Stock exchanged therefor and (B) the amount of cash received by such holder in exchange for such shares of Rolex Common Stock (excluding any cash received in lieu of a fractional share of Tag Common Stock) and (ii) a U.S. Holder's aggregate adjusted tax basis in the Tag Common Stock received by such holder in the Mergers (including the basis allocable to any fractional share of Tag Common Stock deemed received and sold for cash) generally will equal such holder's aggregate adjusted tax basis in the shares of Rolex Common Stock exchanged therefor, increased by the amount of taxable gain, if any, recognized by such holder of Rolex Common Stock in the exchange of such shares (excluding any gain recognized with respect to cash received in lieu of a fractional share), and decreased by the amount of cash received by such holder of Rolex Common Stock in exchange for such shares of Rolex Common Stock (excluding any cash in lieu of a fractional share).
If a U.S. Holder of Rolex Common Stock acquired different blocks of Rolex Common Stock at different times or at different prices, the Tag Common Stock received in the Mergers will be allocated pro rata to each block of Rolex Common Stock, and the basis of such Tag Common Stock will be determined on a block-for-block basis depending on the basis of each block of Rolex Common Stock exchanged for such Tag Common Stock.
A U.S. Holder of Rolex Common Stock that receives cash in lieu of a fractional share of Tag Common Stock pursuant to the Mergers generally will recognize capital gain or loss in an
amount equal to the difference between the amount of cash received and the U.S. Holder's tax basis that is allocated to such fractional share of Tag Common Stock.
Notwithstanding the foregoing, it is possible that a holder of Rolex Common Stock may be required to treat all or a portion of any gain recognized (except cash in lieu of a fractional share of Tag Common Stock) as a dividend to the extent of such holder's ratable share of the accumulated earnings and profits of Rolex if such holder's percentage ownership in Tag (including Tag Common Stock that the holder is deemed to own under applicable constructive ownership rules) after the Mergers is not meaningfully reduced from what the holder's