☐

 ☐

☒

Definitive Proxy Statement

 ☐

 ☐

☒

No fee required.

 ☐

 ☐

•

Proposal to approve the issuance of shares of Terex common stock to holders of REV common stock pursuant to the Merger Agreement (the “Terex stock issuance proposal”); and

•

Proposal to approve the adjournment of the Terex special meeting to solicit additional proxies if there are not sufficient votes at the time of the Terex special meeting to approve the Terex stock issuance proposal (the “Terex adjournment proposal”).

(1)

a proposal to adopt the Merger Agreement and approve the first merger (the “REV merger proposal”);

(2)

a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to REV’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “REV advisory compensation proposal”); and

(3)

a proposal to approve the adjournment or postponement of the REV special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the REV merger proposal (the “REV adjournment proposal”).

•

“acquisition proposal” means any proposal or offer made by any person regarding (i) any merger, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Terex, REV or their respective subsidiaries under which such person would acquire, directly or indirectly, (a) fifteen percent (15%) or more of the consolidated assets (including stock of a subsidiary) or business of Terex or REV and their respective subsidiaries, taken as a whole, or (b) beneficial ownership of securities representing fifteen percent (15%) or more of the total voting power of any of Terex or REV on a pre-transaction basis, (ii) any acquisition or sale of fifteen percent (15%) or more of the consolidated assets (including stock of subsidiaries) or businesses of Terex or REV and their respective subsidiaries, taken as a whole, or (iii) any acquisition or sale of, or tender or exchange offer for, its voting securities (or beneficial ownership thereof) that, if consummated, would result in any person (or the stockholders or shareholders of such person) beneficially owning securities representing fifteen percent (15%) or more of the total voting power of Terex or REV (or of the surviving parent entity in such transaction), and excluding, with respect to each of Terex and REV, certain transactions described in the confidential disclosure schedules of Terex and REV accompanying the Merger Agreement;

•

•

“Barclays” means Barclays Capital Inc., financial advisor to Terex;

•

“business combination statute” means Section 203 of the DGCL;

•

“business day” means any day other than a Saturday or Sunday on which banks are open for general business in New York, New York;

•

“cancelled shares” means each share of REV common stock owned or held in treasury by REV or its subsidiaries or owned directly by Terex, Merger Sub 1, Merger Sub 2 or any of their respective subsidiaries immediately prior to the first effective time;

•

“Closing” means the closing of the mergers;

•

“Closing Date” means the date on which the Closing occurs;

•

“Code” means the Internal Revenue Code of 1986, as amended;

•

“Combined Company” means Terex after the consummation of the mergers;

•

“Combined Company Board” or “Combined Company Board of Directors” means the Board of Directors of Terex after the consummation of the mergers;

•

“DGCL” means the Delaware General Corporation Law, as amended;

•

“dissenting shares” means shares of REV common stock held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the DGCL and not validly withdrawn such demand or otherwise lost their rights of appraisal with respect to such shares pursuant to Section 262 of the DGCL;

•

“DLLCA” means the Delaware Limited Liability Company Act, as amended;

•

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

•

“exchange agent” means Terex’s transfer agent or such other bank or trust company selected by Terex and reasonably acceptable to REV to act as exchange agent for the purpose of delivering the merger consideration;

•

“exchange ratio” means 0.9809 shares of Terex common stock per share of REV common stock;

•

“first effective time” means the effective time of the first merger;

•

“first merger” means the merger of Merger Sub 1 with and into REV pursuant to the Merger Agreement, with REV surviving such merger;

•

•

“Georgeson” means Georgeson LLC, proxy solicitor for REV;

•

“Innisfree” means Innisfree M&A Incorporated, proxy solicitor for Terex;

•

“IRS” means the Internal Revenue Service;

•

“J.P. Morgan” means J.P. Morgan Securities LLC, financial advisor to REV;

•

“Merger Agreement” means the Agreement and Plan of Merger, dated as of October 29, 2025, by and among Terex, REV, Merger Sub 1 and Merger Sub 2, as amended from time to time;

•

“merger consideration” means the right to receive, with respect to a share of REV common stock, (i) 0.9809 shares of Terex 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;

•

“Merger Sub 1” means Tag Merger Sub 1 Inc., a Delaware corporation;

•

“Merger Sub 2” means Tag Merger Sub 2 LLC, a Delaware limited liability company;

•

“mergers” means the first merger and the second merger;

•

“NYSE” means the New York Stock Exchange;

•

“REV” means REV Group, Inc., a Delaware corporation;

•

“REV Board of Directors” or “REV Board” means the REV Board of Directors;

•

“REV bylaws” means the Third Amended and Restated Bylaws of REV, effective as of February 27, 2025;

•

“REV charter” means the Restated Certificate of Incorporation of REV, dated February 27, 2025;

•

“REV common stock” means the common stock, par value $0.001 per share, of REV;

•

•

“REV merger proposal” means the proposal to adopt the Merger Agreement and approve the first merger;

•

“REV requisite vote” means the affirmative vote of holders of REV common stock that is required to approve the REV merger proposal;

•

“REV restricted share award” means an award of restricted shares of REV common stock granted under the REV stock plan that is outstanding immediately prior to the first effective time;

•

“REV RSU award” means an award of REV restricted stock units granted under the REV stock plan that is outstanding immediately prior to the first effective time;

•

“REV special meeting” refer to the special meeting of the REV stockholders in connection with the mergers contemplated by the Merger Agreement, as may be adjourned or postponed from time to time;

•

“REV stock plan” means the Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan;

•

“REV superior proposal” means a bona fide acquisition proposal (other than an acquisition proposal that has resulted from a breach of Section 7.2 of the Merger Agreement by REV, as the party receiving such acquisition proposal) with all references to “fifteen percent (15%) in the definition of “acquisition proposal” being deemed to refer to “fifty percent (50%)” instead, which a majority of the REV Board determines in good faith, after consultation with its financial advisor and outside legal counsel and taking into account all financial, legal, and regulatory terms and conditions of the acquisition proposal and the Merger Agreement, including any alternative transaction (including any modifications to the terms of the Merger Agreement) proposed by Terex in response to such superior proposal, including any conditions to and expected timing of consummation, and any risks of non-consummation, of such acquisition proposal that is more favorable, from a financial point of view, to REV and its stockholders (in their capacity as stockholders) as compared to the transactions contemplated by the Merger Agreement and to any alternative transaction (including any modifications to the terms of the Merger Agreement) proposed by Terex pursuant to the Merger Agreement, taking into account the identity of the person making the acquisition proposal, any regulatory approval requirements, certainty of financing, and all other financial, regulatory, legal and other aspects of such acquisition proposal;

•

“SEC” means the U.S. Securities and Exchange Commission;

•

“second effective time” means the effective time of the second merger;

•

“second merger” means the merger of the surviving corporation with and into Merger Sub 2 pursuant to the Merger Agreement, with Merger Sub 2 surviving such merger as a direct wholly owned subsidiary of Terex;

•

“Securities Act” means the Securities Act of 1933, as amended;

•

“special meetings” refer to the Terex special meeting and the REV special meeting;

•

“surviving corporation” means REV as the surviving corporation in the first merger;

•

“surviving entity” means Merger Sub 2 immediately after the consummation of the second merger;

•

“synergies” means the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the transactions;

•

“Terex” means Terex Corporation, a Delaware corporation;

•

“Terex Board of Directors” or “Terex Board” means the Terex Board of Directors;

•

“Terex bylaws” means the Amended and Restated Bylaws of Terex, dated as of May 14, 2025;

•

“Terex charter” means the Restated Certificate of Incorporation of Terex, as amended;

•

“Terex common stock” means the common stock, par value $0.01 per share, of Terex;

•

“Terex intervening event” means any material event, change, development, occurrence, effect or states of facts that (i) was not known or reasonably foreseeable, or the material consequences of which (or the magnitude thereof) were not known or reasonably foreseeable, in each case to the Terex Board as of or prior to the date of the Merger Agreement, which event, change, development, occurrence, effect or states of fact become known to or by the Terex Board prior to the time the Terex requisite vote is obtained, and (ii) does not relate to or involve any acquisition proposal with respect to Terex; provided, that, in no event shall (a) any event, change, occurrence or development relating to the public announcement, execution, delivery or performance of the Merger Agreement, the identity of REV, or the pendency of the consummation of the mergers, or (b) any change in the market price or trading volume of REV common stock or Terex common stock, any change in the credit rating of REV or Terex or any of their respective indebtedness, or REV or Terex failing to meet, meeting or exceeding internal or published projections, forecasts, guidance or revenue or earnings prediction, or other financial or operating metric for any period be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, a Terex intervening event (provided that, solely with respect to the foregoing clause (b), any event, change, occurrence or development giving rise to or contributing to such change, failing to meet, meeting or exceedance may be considered and taken into account in determining whether a Terex intervening event has occurred).

•

“Terex requisite vote” means the affirmative vote of holders of Terex common stock that is required to approve the Terex stock issuance proposal;

•

“Terex restricted share award” means an award of restricted shares of Terex common stock;

•

“Terex RSU award” means an award of restricted stock units relating to shares of Terex common stock;

•

“Terex special meeting” refer to the special meeting of the Terex stockholders in connection with the mergers contemplated by the Merger Agreement, as may be adjourned or postponed from time to time;

•

“Terex stock issuance” means the issuance of shares of Terex common stock to REV stockholders as merger consideration at the first effective time in connection with the consummation of the first merger pursuant to the terms of the Merger Agreement;

•

“Terex stock issuance proposal” means the proposal to approve the Terex stock issuance;

•

“Terex stock plans” means the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan and the Terex Corporation Amended and Restated Employee Stock Purchase Plan.

•

“Terex superior proposal” means a bona fide acquisition proposal (other than an acquisition proposal that has resulted from a breach of Section 7.2 of the Merger Agreement by Terex, as the party receiving such acquisition proposal) with all references to “fifteen percent (15%) in the definition of “acquisition proposal” being deemed to refer to “fifty percent (50%)” instead, which a majority of the Terex Board determines in good faith, after consultation with its financial advisor and outside legal counsel and taking into account all financial, legal, and regulatory terms and conditions of the acquisition proposal and the Merger Agreement, including any alternative transaction (including any modifications to the terms of the Merger Agreement) proposed by REV in response to such superior proposal, including any conditions to and expected timing of consummation, and any risks of non-consummation, of such acquisition proposal that is more favorable, from a financial point of view, to Terex and its stockholders (in their capacity as stockholders) as compared to the transactions contemplated by the Merger Agreement and to any alternative transaction (including any modifications to the terms of the Merger Agreement) proposed by REV pursuant to the Merger Agreement, taking into account the identity of the person making the acquisition proposal, any regulatory approval requirements, certainty of financing, and all other financial, regulatory, legal and other aspects of such acquisition proposal; and

•

“transactions” means the mergers and the other transactions contemplated by the Merger Agreement.

Q:

Why am I receiving this joint proxy statement/prospectus?

A:

You are receiving this joint proxy statement/prospectus because Terex, Merger Sub 1, Merger Sub 2 and REV have entered into an Agreement and Plan of Merger, dated as of October 29, 2025 (as it may be amended from time to time, the “Merger Agreement”). A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. Under the Merger Agreement, subject to the satisfaction (or to the extent permitted by law and in accordance with the Merger Agreement, waiver) of the conditions to the mergers set forth in the Merger Agreement, Merger Sub 1 will merge with and into REV (the “first merger”), whereupon the separate existence of Merger Sub 1 shall cease, so that REV is the surviving corporation (in such capacity as the “surviving corporation”). Immediately following the completion of the first merger, the surviving corporation will merge with and into Merger Sub 2 (the “second merger” and, together with the first merger, the “mergers”), whereupon the separate existence of the surviving corporation will cease, so that Merger Sub 2 is the surviving entity (in such capacity as the “surviving entity”).

•

holders of REV common stock adopt the Merger Agreement and approve the first merger; and

•

holders of Terex common stock approve the issuance of Terex common stock in connection with the mergers.

Q:

What will happen in the mergers?

A:

In the first merger, Merger Sub 1 will merge with and into REV, whereupon the separate existence of Merger Sub 1 will cease, so that REV is the surviving corporation in the first merger. In the second merger, which is expected to occur immediately following the completion of the first merger, the surviving corporation will merge with and into Merger Sub 2, whereupon the separate existence of the surviving corporation will cease, so that Merger Sub 2 is

Q:

What will holders of REV common stock receive in connection with the mergers?

A:

Pursuant to the Merger Agreement, at the effective time of the first merger (the “first effective time”), each share of REV common stock, par value $0.001 per share (“REV common stock”), issued and outstanding immediately before the first effective time (other than shares held by Terex or REV to be cancelled, dissenting shares, or REV restricted share awards) will convert into the right to receive, with respect to a share of REV common stock, (i) 0.9809 shares of Terex 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. See the information provided in the section entitled “The Merger Agreement—Merger Consideration.”

Q:

What will holders of Terex common stock receive in connection with the mergers?

A:

Holders of Terex common stock will not receive any consideration in connection with the mergers, and their shares of Terex common stock will remain outstanding. Following the Closing, shares of Terex common stock will continue to be listed on the NYSE under the trading symbol “TEX”.

Q:

If I am a REV stockholder, how will I receive the merger consideration to which I become entitled?

A:

If you are a holder of record, as of immediately prior to the first effective time, of certificates that represent shares of REV common stock issued and outstanding immediately prior to the first effective time (other than shares held by Terex or REV to be cancelled, dissenting shares, or REV restricted share awards), a letter of transmittal and instructions for the surrender of your REV common stock certificates in exchange for the merger consideration will be mailed to you promptly after the first effective time. After receiving proper documentation from you and the surrender of any stock certificates in respect of REV common stock that you hold, Terex’s transfer agent or such other bank or trust company selected by Terex and reasonably acceptable to REV to act as exchange agent for the purpose of delivering the merger consideration (the “exchange agent”) will send to you (i) with respect to REV common stock certificates, a statement reflecting the aggregate whole number of shares of Terex common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the Merger Agreement and (ii) an amount in cash equal to the aggregate amount of cash that you have a right to receive pursuant to the Merger Agreement, plus the amount in cash equal to the cash payable in lieu of any fractional shares of Terex common stock, and any dividends or distributions, if any, on the shares of Terex common stock issuable to you under the Merger Agreement that may be payable to you due to a record date for such dividend or distribution occurring after the first effective time but prior to the time of your surrender of stock certificates in respect of REV common stock.

Q:

Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the first effective time?

A:

Yes. Although the aggregate number of shares of Terex common stock that holders of REV common stock will receive is fixed, the value of the aggregate merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the first merger based on the market value of Terex common stock. Any fluctuation in the market price of Terex common stock after the date of this joint proxy statement/prospectus will change the value of the shares of Terex common stock that holders of REV common stock will receive. See the information provided in the section entitled “The Merger Agreement—Merger Consideration.”

Q:

How will the mergers affect my REV equity awards?

A:

REV Restricted Share Awards. Each REV restricted share award will be converted into (i) a Terex restricted share award covering 0.9809 shares of Terex common stock per share of REV common stock subject to the corresponding REV restricted share award prior to Closing, and (ii) a RSA restricted cash payment of $8.71 per share of REV common stock subject to the corresponding REV restricted share award prior to Closing.

Q:

When and where will each of the special meetings take place?

A:

The Terex special meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/TEREX2026SM, on January 28, 2026, at 10:00 a.m., Eastern time. There will be no physical location for the Terex special meeting.

A:

The REV special meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/REVG2026SM, on January 28, 2026, at 10:00 a.m., Eastern time. There will be no physical location for the REV special meeting.

Q:

What matters will be considered at each of the special meetings?

A:

At the Terex special meeting, holders of Terex common stock will be asked to consider and vote on the following proposal:

Q:

How can I attend the Terex special meeting?

A:

The Terex special meeting will be a virtual-only meeting conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/TEREX2026SM. There will be no physical location for the Terex special meeting.

Q:

How can I attend the REV special meeting?

A:

The REV special meeting will be a virtual-only meeting conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/REVG2026SM. There will be no physical location for the REV special meeting.

Q:

Who do I contact if I am encountering difficulties attending each of the special meetings?

A:

If you encounter technical difficulties attending the Terex special meeting, please call the technical support telephone number that will be posted at www.virtualshareholdermeeting.com/TEREX2026SM. Technicians will be available to assist you.

Q:

How does the Terex Board recommend that I vote at the Terex special meeting?

A:

The Terex Board recommends that you vote (i) “FOR” the Terex stock issuance proposal, and (ii) “FOR” the Terex adjournment proposal.

Q:

How does the REV Board recommend that I vote at the REV special meeting?

A:

The REV Board recommends that you vote (i) “FOR” the REV merger proposal, (ii) “FOR” the REV advisory compensation proposal, and (iii) “FOR” the REV adjournment proposal.

Q:

Do any of REV’s directors or executive officers have interests in the mergers that may differ from or be in addition to the interests of holders of REV common stock?

A:

Yes. In considering the recommendation of REV’s Board to vote for the REV merger proposal and the REV advisory compensation proposal, you should be aware that REV’s directors and executive officers may have interests in the mergers that are different from, or in addition to, the interests of holders of REV common stock generally. The REV Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated by the Merger Agreement (including the mergers), in adopting and approving the Merger Agreement and the transactions contemplated by the Merger Agreement (including the mergers) and in recommending to holders of REV common stock that they vote to approve the REV merger proposal and the REV advisory compensation proposal. For a more detailed discussion of these interests, see the section entitled “The Mergers—Interests of REV’s Non-Employee Directors and Executive Officers in the Mergers.”

Q:

Do any of Terex’s directors or executive officers have interests in the mergers that may differ from or be in addition to the interests of holders of Terex common stock?

A:

Yes. In considering the recommendation of Terex’s Board to vote for the Terex stock issuance proposal, you should be aware that Terex’s directors and executive officers may have interests in the mergers that are different from, or in addition to, the interests of holders of Terex common stock generally. The Terex Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated by the Merger Agreement (including the mergers), in adopting and approving the Merger Agreement and the transactions contemplated by the Merger Agreement (including the mergers) and in recommending to holders of Terex common stock that they vote to approve the Terex stock issuance proposal. For a more detailed discussion of these interests, see the section entitled “The Mergers—Interests of Terex’s Directors and Executive Officers in the Mergers.”

Q:

Who is entitled to vote at the Terex special meeting?

A:

The record date for the Terex special meeting is December 16, 2025. All holders of Terex common stock who held shares at the close of business on the record date for the Terex special meeting are entitled to receive notice of, and

Q:

Who is entitled to vote at the REV special meeting?

A:

The record date for the REV special meeting is December 16, 2025. All holders of REV common stock who held shares at the close of business on the record date for the REV special meeting are entitled to receive notice of, and to vote at, the REV special meeting. If you hold your shares of REV common stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee that is the holder of record of those shares can give you the right to vote those shares at the REV special meeting. See the answer to the question “How can I attend the REV special meeting?” above for additional information.

Q:

What constitutes a quorum for the Terex special meeting?

A:

The holders of a majority of the voting power of the then outstanding capital stock of Terex entitled to vote at the Terex special meeting must be present or represented by proxy at the Terex special meeting to constitute a quorum for the transaction of business at the Terex special meeting. In the event that a quorum is not present at the Terex special meeting, the Terex Board may, in accordance with Terex’s bylaws, adjourn the Terex special meeting to a later date and time. If you fail to submit a proxy or to vote at the Terex special meeting on a proposal, or fail to instruct your bank, broker or other nominee how to vote on any proposals, your shares of Terex common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

Q:

What constitutes a quorum for the REV special meeting?

A:

The holders of a majority of the voting power of the then outstanding capital stock of REV entitled to vote at the REV special meeting must be present or represented by proxy at the REV special meeting to constitute a quorum for the transaction of business at the REV special meeting. In the event that a quorum is not present at the REV special meeting, the chairman of the REV special meeting may adjourn the REV special meeting to a later date and time (in each case, subject to applicable law and compliance with the REV charter and bylaws). If you fail to submit a proxy or to vote at the REV special meeting, or fail to instruct your bank, broker or other nominee how to vote, your shares of REV common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

Q:

If my shares of common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A:

If you hold your shares in a stock brokerage account or if your shares are held by a bank, broker or other nominee (that is, in “street name”) and fail to give voting instructions, your bank, broker or other nominee will not vote those shares. This applies to shares of both Terex common stock and REV common stock.

Q:

What vote is required for the approval of each proposal at the Terex special meeting?

A:

Proposal 1 – Terex stock issuance proposal: approval of the Terex stock issuance proposal requires the affirmative vote of the holders of a majority of the votes cast by Terex stockholders present in person or represented by proxy at the Terex special meeting. Shares of Terex common stock not present, in person or represented by proxy, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of the Terex stock issuance proposal.

Q:

What vote is required for the approval of each proposal at the REV special meeting?

A:

Proposal 1 – REV merger proposal: approval of the REV merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of REV common stock entitled to vote thereon at the REV special meeting. Shares of REV common stock not present, in person or represented by proxy, at the REV special meeting, and shares of REV common stock present and not voted, whether by broker-non vote, abstention or otherwise, will have the same effect as a vote “AGAINST” the REV merger proposal.

Q:

Why am I being asked to consider and vote on the REV advisory compensation proposal?

A:

Under SEC rules, REV is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to REV’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement.

Q:

What happens if the holders of REV common stock do not approve, by non-binding, advisory vote, the compensation proposal?

A:

The vote on the REV advisory compensation proposal is separate and apart from the vote to approve the other proposals being presented at the REV special meeting. Because the vote on the REV advisory compensation proposal is advisory only, it will not be binding upon REV, Terex, or the Combined Company or affect their obligation to pay or provide the applicable compensation contemplated by the compensation agreements and arrangements. Accordingly, the compensation that is the subject of the REV advisory compensation proposal will be paid to REV’s named executive officers to the extent payable in accordance with the terms of the applicable compensation agreements and arrangements even if the holders of REV common stock do not approve the REV advisory compensation proposal.

Q:

What if I hold shares in both Terex and REV?

A:

If you hold shares of both Terex common stock and REV common stock, you will receive two separate packages of proxy materials. A vote cast as a holder of Terex common stock will not count as a vote cast as a holder of REV common stock, and a vote cast as a holder of REV common stock will not count as a vote cast as a holder of Terex common stock. Therefore, please submit separate proxies for your shares of Terex common stock and your shares of REV common stock.

Q:

How can I vote my shares while in attendance at my respective special meeting?

A:

Record holders: Shares held directly in your name as the holder of record of Terex common stock or REV common stock may be voted at the Terex special meeting or the REV special meeting, as applicable. If you choose to vote your shares of Terex common stock at the Terex special meeting via the Terex special meeting website, please follow the instructions on your proxy card. If you choose to vote your shares of REV common stock at the REV special meeting via the REV special meeting website, please follow the instructions on your proxy card.

Q:

How can I vote my shares without attending my respective special meeting?

A:

Whether you hold shares directly as the holder of record of Terex common stock or REV common stock or you beneficially own shares held in “street name,” you may direct your vote by proxy without attending the Terex special meeting or the REV special meeting, as applicable.

Q:

What do I need to do now?

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote as soon as possible. If you hold shares of Terex common stock or REV common stock as a holder of record, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the Internet, as soon as possible so that your shares may be represented at your meeting. If you beneficially own shares held in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

Q:

Why is my vote important?

A:

If you do not attend the Terex special meeting or the REV special meeting, as applicable, in person or by proxy, it will be more difficult for Terex or REV, as applicable to obtain the necessary quorum to hold its special meeting. In addition, your failure to vote at the REV special meeting, or failure to instruct your bank, broker or other nominee how to vote, will have the same effect as a vote “AGAINST” the REV merger proposal.

Q:

Can I change my vote after I have delivered my proxy or voting instruction card?

A:

Yes. You can change your vote at any time before your proxy is voted at your respective special meeting. You can do this by:

•

timely delivery of a written notice of revocation of your proxy to REV’s or Terex’s secretary before the date of the respective special meeting;

•

signing and returning a subsequently dated proxy by 11:59 p.m., Eastern time on the day before the Terex special meeting or the REV special meeting, as applicable;

•

voting by telephone or the Internet at a later time; or

•

attending and voting at the respective special meeting.

Q:

What happens if I sell my shares of Terex common stock or REV common stock after the record date but before the date of the Terex special meeting or the REV special meeting?

A:

The respective record dates for the Terex special meeting and the REV special meeting are earlier than the date of the Terex special meeting and the REV special meeting and the date that the mergers are expected to be completed. If you transfer your shares of Terex common stock or REV common stock after the applicable record date but before the date of the Terex special meeting or the REV special meeting, you will retain your right to vote at the Terex special meeting or the REV special meeting, as applicable, but holders of REV common stock who have transferred their shares of REV common stock before the first effective time will not have the right to receive the merger consideration to be received by the holders of REV common stock in the first merger. To receive the merger consideration, you must hold your shares of REV common stock through the first effective time.

Q:

Are holders of Terex common stock entitled to appraisal or dissenters’ rights?

A:

No appraisal or dissenters’ rights will be available to the holders of Terex common stock in connection with the mergers.

Q:

Are holders of REV common stock entitled to appraisal or dissenters’ rights?

A:

Appraisal or dissenters’ rights will be available to the holders of REV common stock in connection with the mergers. In order to exercise your appraisal rights, you must follow the requirements set forth in Section 262 of the Delaware General Corporation Law, as amended (the “DGCL”). Under Section 262 of the DGCL, if the first merger is consummated, stockholders and beneficial owners of REV common stock who do not vote in favor of the REV merger proposal and who otherwise comply with, and do not validly withdraw or otherwise lose their appraisal rights under the applicable provisions of Delaware law, will be entitled to receive, in cash, the “fair value” of their shares, exclusive of any elements of value arising from the accomplishment or expectation of the first merger, together with interest, if any, to be paid upon the amount determined to be fair value as determined by

Q:

Are there any risks that I should consider in deciding whether to vote for the approval of the Terex stock issuance proposal or the REV merger proposal, or the other proposals to be considered at the Terex special meeting or the REV special meeting, respectively?

A:

Yes. You should read and carefully consider the risk factors set forth herein in the section entitled “Risk Factors”. You also should read and carefully consider the risk factors of Terex and REV contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

Q:

What are the material U.S. federal income tax consequences of the mergers to holders of REV common stock?

A:

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code. Based on certain representations, covenants and assumptions described below, all of which we assume will continue to be true and accurate in all material respects as of the first effective time, each of Fried, Frank, Harris, Shriver & Jacobson, LLP, counsel to Terex, and Davis Polk & Wardwell LLP, counsel to REV (together with Fried, Frank, Harris, Shriver & Jacobson, LLP, “tax counsel”), has delivered an opinion (collectively, the “Tax Opinions”) in connection with the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code (the “Tax Treatment”). In addition, the completion of the mergers is conditioned upon the receipt of a legal opinion by each of Terex and REV to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code with respect to each of the parties to the reorganization. An opinion of tax counsel neither binds the IRS nor precludes the IRS or the courts from adopting a contrary position. Neither Terex nor REV intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the mergers. Accordingly, even though Terex and REV intend that the mergers, taken together, qualify for such tax treatment, no assurance can be given that the IRS will not challenge that position or that a court would not sustain such a challenge. Assuming the mergers qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, for U.S. federal income tax purposes, a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers”) of REV common stock who exchanges shares of REV common stock for the merger consideration will recognize gain, if any, (but not loss) equal to the lesser of (i) the excess, if any, of the amount of cash plus the fair market value at the first effective time of the Terex common stock received in exchange for such shares of REV common stock in the mergers, minus such holder’s adjusted tax basis in the shares of REV common stock exchanged therefor and (ii) the amount of cash received by such holder in exchange for such shares of REV common stock. Notwithstanding the foregoing, it is possible that a holder may be required to treat any gain recognized as a dividend in certain circumstances, as described in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers—Treatment as a Dividend”.

Q:

When are the mergers expected to be completed?

A:

As of the date of this joint proxy statement/prospectus, Terex and REV expect the mergers to close by the end of the first half of calendar year 2026. However, neither Terex nor REV can predict the actual date on which the mergers will be completed, or if the mergers will be completed at all, because completion is subject to conditions and factors outside the control of both Terex and REV. Terex and REV must obtain the approval of the holders of Terex common stock for the Terex stock issuance proposal and of the holders of REV common stock for the REV merger proposal, as well as obtain regulatory clearance and satisfy certain other closing conditions. For a more detailed description of the conditions to completion of the mergers that may affect the timing of completion of the mergers, please see the section entitled “The Merger Agreement—Conditions to Completion of the Mergers” herein.

Q:

What are the conditions to completion of the mergers?

A:

The obligations of Terex and REV to complete the mergers are subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement, including: (i) the adoption of the Merger Agreement and the approval of the first merger by the holders of REV common stock; (ii) approval of the issuance of Terex common stock in connection with the mergers by the holders of the shares of Terex common stock; (iii) the shares of Terex common stock to be issued to holders of REV common stock in connection with the mergers being approved for listing on the NYSE, subject to official notice of issuance; (iv) the effectiveness of the registration statement to be filed by Terex with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the Terex common stock to be issued in the mergers; (v) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the consummation of the mergers; (vi) the absence of an injunction or law prohibiting the mergers; (viii) the accuracy of the parties’ respective representations and warranties, subject to standards of materiality set forth in the Merger Agreement, (ix) material compliance by each party with its respective obligations under the Merger Agreement; (x) the absence of a material adverse effect with respect to each of Terex and REV; and (xi) the receipt by each of the parties of a legal opinion to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code with respect to each of the parties to the reorganization. See “The Merger Agreement—Conditions to Completion of the Mergers” herein.

Q:

What happens if the mergers are not completed?

A:

If the mergers are not completed, holders of REV common stock will not receive any merger consideration for their shares of REV common stock in connection with the mergers, and REV common stock will not be exchanged for a mixture of Terex common stock and cash in connection with the mergers. Instead, REV will remain an independent public company, REV common stock will continue to be listed on the NYSE, and Terex will not complete the issuance of shares of Terex common stock pursuant to the Merger Agreement. In addition, the Merger Agreement provides for the payment by either Terex or REV, as applicable, to the other party of a termination fee of $128 million if the Merger Agreement is terminated in specified circumstances. See the section entitled “The Merger Agreement—Termination Fees” for a more detailed discussion of the circumstances under which a termination fee will be required to be paid by either Terex or REV.

Q:

Should I send in my REV stock certificates now?

A:

No. Please DO NOT send your REV common stock certificates with your proxy card. You should carefully review and follow the instructions set forth in the letter of transmittal, which will be mailed to you after the first effective time, regarding the surrender of your stock certificates. See the section entitled “The Merger Agreement—Exchange and Payment Procedures” for more information.

Q:

What should I do if I receive more than one set of voting materials for the same special meeting?

A:

If (i) you hold shares of Terex common stock or REV common stock in “street name” and also directly in your name as a holder of record or otherwise, (ii) you hold shares of Terex common stock or REV common stock in more than one brokerage account or (iii) you hold shares of both Terex common stock and REV common stock, you may receive more than one set of voting materials relating to the same special meeting. In these instances, you should vote each set of voting materials separately to make sure all your votes are counted.

Q:

Where can I find voting results of the Terex special meeting and the REV special meeting?

A:

Terex and REV intend to announce their respective preliminary voting results at the Terex special meeting and the REV special meeting, respectively, and disclose their respective final voting results in Current Reports on Form 8-K that will be filed with the SEC following the Terex special meeting and the REV special meeting. All reports that Terex and REV file with the SEC are publicly available when filed. Please see the section entitled “Where You Can Find More Information” herein.

Q:

How can I find more information about Terex and REV?

A:

You can find more information about Terex and REV from the sources described in the section entitled “Where You Can Find More Information” herein.

Q:

Who can help answer my questions?

A:

If you have any questions about the Terex special meeting, the REV special meeting, the mergers, the Terex stock issuance proposal, the REV merger proposal, how to submit your proxy, or if you need additional copies of this joint proxy statement/prospectus or documents incorporated by reference herein, the applicable enclosed proxy card or voting instructions, you should contact:

•

the market price of Terex common stock and/or REV common stock could be reduced to the extent that the current market price reflects a market assumption that the transaction will be completed;

•

Terex could owe REV a termination fee of $128 million if the Merger Agreement were terminated under specified circumstances as described in the sections titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 130, “The Merger Agreement—Effect of Termination” beginning on page 130, and “The Merger Agreement—Termination Fees” beginning on page 130;

•

REV could owe Terex a termination fee of $128 million if the Merger Agreement were terminated under specified circumstances as described in the sections titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 130, “The Merger Agreement—Effect of Termination” beginning on page 130, and “The Merger Agreement—Termination Fees” beginning on page 130;

•

Terex and/or REV could experience negative reactions from the financial markets or from their respective customers, dealers, suppliers or employees; and

•

Terex and REV could become involved in litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against Terex or REV to perform their respective obligations pursuant to the Merger Agreement.

•

the business culture of REV may not match well with Terex’s pre-completion culture;

•

Terex may acquire or assume unexpected liabilities;

•

faulty assumptions may be made regarding the integration process;

•

unforeseen difficulties may arise in integrating operations and systems;

•

Terex may fail to retain, motivate and integrate key management and other employees of REV;

•

higher than expected finance costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or benefit policies in any jurisdiction in which REV conducts its operations;

•

Terex may experience problems in retaining employees or customers and integrating REV’s customer base; and

•

a large transaction such as the mergers may stretch Terex’s resources and divert management’s attention from existing operations.

•

the Combined Company may not have enough cash to pay any future dividends or to repurchase shares due to its cash requirements, capital spending plans, cash flow or financial position;

•

decisions on whether, when and in which amounts to make any future dividends or share repurchases will remain at all times entirely at the discretion of the Combined Company Board, which could change its practices at any time and for any reason;

•

the Combined Company’s desire to obtain, maintain or improve credit ratings on its debt;

•

the amount of dividends that the Combined Company may distribute to its stockholders and the amount of shares that the Combined Company may repurchase are each subject to restrictions under Delaware law; and

•

the agreements governing the Combined Company’s indebtedness.

•

the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement;

•

the possibility that the transactions do not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all;

•

the risk that the benefits from the transactions may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Terex and REV operate;

•

any failure to promptly and effectively integrate the businesses of Terex and REV;

•

the possibility that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Terex’s or REV’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the transactions;

•

Terex’s issuance of additional shares of its capital stock in connection with the transactions; the risk that Terex’s exploration of strategic options to divest its Aerials business may not be successful or that any transaction entered into with respect to Terex’s divestment of its Aerials business is not on favorable terms; and

•

the diversion of management’s attention and time to the transactions and the exploration of strategic options with respect to the Terex Aerials business and from ongoing business operations and opportunities; and the outcome of any legal proceedings that may be instituted against REV or Terex in connection with the transactions.