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TEX 8-K filings, explained
Every material Form 8-K Terex has filed with the SEC since July 31, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Terex reported third-quarter sales of $2.2 billion and adjusted EBITDA of $286 million, representing year-over-year growth across consolidated metrics. The company refined its full-year 2026 outlook to sales of $8 billion to $8.2 billion and adjusted proforma EBITDA of $930 million to $960 million, while also approving a new $500 million share repurchase authorization. Shareholders benefit from strong order activity, rising backlogs reaching $7 billion, and ongoing active engagement regarding the potential separation of the Aerials segment.
Third-quarter net sales reached $2.2 billion, up approximately 12% year over year.
Adjusted diluted EPS for the quarter was $1.50, supported by operational execution and realized synergies.
Full-year 2026 sales outlook was refined to a range of $8 billion to $8.2 billion.
The Board approved a new $500 million share repurchase authorization during the quarter.
Terex reported third quarter 2026 sales of $2.2 billion, up 58.4% on a reported basis and 11.6% on a pro forma basis, with net income of $114 million versus $65 million a year earlier. The company refined its full-year 2026 outlook and said it is actively engaging with multiple strategic counterparties on a possible separation of its Aerials segment, and its board approved a new $500 million share repurchase authorization.
Q3 diluted EPS was $1.00 versus $0.98 a year earlier; adjusted diluted EPS was $1.50 in both periods
Adjusted EBITDA was $286 million, a 13.0% margin, up $35 million or 13.9% on a pro forma basis
2026 outlook: sales of $8.0 to $8.2 billion, adjusted EBITDA of $930 million to $960 million, adjusted diluted EPS of $4.80 to $5.00
Board approved a new $500 million share repurchase program, bringing total available repurchase authority to $611 million
Terex reported second-quarter 2026 results on July 30, 2026, with pro-forma sales up 8.5% to $2.2 billion and adjusted EBITDA up $26 million to $269 million. The company raised its full-year 2026 outlook to sales of $7.9 billion to $8.2 billion, adjusted EBITDA of $960 million to $1.0 billion, and adjusted EPS of $4.70 to $5.10, and said it is working through a strategic review of the Aerials segment with interest from multiple parties.
Q2 pro-forma sales rose 8.5% to $2.2 billion; adjusted EBITDA rose $26 million, or 10.7%, to $269 million, with adjusted EBITDA margin of 12.0%
Q2 adjusted EPS was $1.37, including a net benefit of $8 million from IEEPA tariff refunds offset by a one-time unfavorable customs-related accrual
Full-year 2026 guidance: sales $7.9 billion to $8.2 billion, adjusted EBITDA $960 million to $1.0 billion, adjusted EPS $4.70 to $5.10, free cash flow $300 million to $350 million
Company says it has interest from multiple parties in the Aerials strategic review and will provide no specific details until the process unfolds
Terex reported second quarter 2026 sales of $2.2 billion, up 50.5% on a reported basis and 8.5% on a pro forma basis, and raised its full-year 2026 outlook. Net income rose to $110 million, but diluted EPS of $0.96 was below $1.09 a year earlier, and adjusted EPS of $1.37 was below $1.49. Shareholders get a higher sales and EBITDA forecast, while per-share profit fell in the quarter.
Q2 2026 net sales of $2.2 billion, up 50.5% reported and 8.5% pro forma; diluted EPS $0.96 versus $1.09 in Q2 2025
Adjusted EPS of $1.37 versus $1.49 a year earlier; the company says it included about $8 million of IEEPA tariff refunds, net of a one-time customs accrual
2026 outlook raised: sales of $7.9 billion to $8.2 billion, adjusted EBITDA of $960 million to $1 billion, adjusted EPS of $4.70 to $5.10
Conference call scheduled for Thursday, July 30, 2026, at 8:30 a.m. Eastern Time
Terex reported first-quarter 2026 sales of $1.7 billion, up 41% on a reported basis and 10.8% on a proforma basis, with EPS of $0.98, up 18% year over year. The company reaffirmed its full-year 2026 outlook and said it is continuing a strategic review of its Aerials business with multiple interested parties, without giving details.
Q1 sales of $1.7 billion, up $505 million or 41% reported; proforma growth of 10.8%
Q1 EPS of $0.98 included approximately $0.10 of one-time tax benefit; Q1 EBITDA margin was 9.9%, down 50 basis points
Backlog reached $7.1 billion; 2026 outlook reaffirmed with sales of $7.5 billion to $8.1 billion and EPS of $4.50 to $5.00
Strategic review of the Aerials business is ongoing; no specific details were disclosed
Terex reported first-quarter 2026 sales of $1.7 billion, up 41% on a reported basis and 11% on a pro forma basis, after adding REV Group, now its Specialty Vehicles segment. The company posted a loss from continuing operations of $93 million, or $0.97 per share, which it attributed to merger-related and non-cash charges, while adjusted EPS was $0.98. Terex reaffirmed its full-year 2026 outlook of $7.5 billion to $8.1 billion in sales and $930 million to $1 billion in EBITDA.
First-quarter sales of $1.7 billion, up 41.1% from $1.2 billion a year earlier; pro forma sales up 11%.
Loss from continuing operations of $93 million, or $0.97 per share, versus income of $21 million, or $0.31 per share, in Q1 2025.
Adjusted EPS of $0.98 versus $0.83 a year earlier; backlog of $7.1 billion.
2026 EPS outlook of $4.50 to $5.00 reaffirmed; conference call held May 1, 2026 at 8:30 a.m. ET.
Terex Corporation said Stephen Johnston will no longer serve as Vice President, Chief Accounting Officer and Controller effective March 2, 2026, as part of integration following its merger with REV Group. Joseph LaDue, previously REV Group's controller and chief accounting officer, took over the role effective the same date, with a base salary of $357,500 and a 40% target bonus.
Stephen Johnston left the chief accounting officer and controller role effective March 2, 2026, and will stay on for a transition period
Joseph LaDue, 46, became VP, Chief Accounting Officer and Controller effective March 2, 2026
LaDue's annual base salary is $357,500, with a target bonus of 40% of salary and an initial long-term incentive award of $139,000
The filing states Johnston's departure was not the result of any disagreement with the company on operations, policies or practices
Terex reported fourth-quarter 2025 net sales of $1.3 billion, up 6%, and EPS of $1.12, $0.35 higher than a year earlier, with full-year EPS of $4.93 in line with its outlook. The company also completed its merger with REV Group the prior week and guided 2026 EPS to $4.50 to $5.00, below the $4.80 to $5.20 legacy Terex range, as the merger is expected to dilute EPS by about 3%.
Q4 2025 net sales were $1.3 billion, up 6% year over year; EPS was $1.12 and EBITDA was $141 million.
Full-year 2025 net sales rose 6% to $5.4 billion, and full-year EPS was $4.93, consistent with the company's outlook.
2026 outlook: pro forma sales of $7.5 billion to $8.1 billion, EBITDA of $930 million to $1 billion, and EPS of $4.50 to $5.00 on 111 million shares.
The company is evaluating inbound interest in its Aerials business under a strategic review.
Terex reported fourth-quarter 2025 net income of $63 million, or $0.95 per diluted share, compared with a loss of $0.03 per share a year earlier, on net sales of $1.3 billion, up 6.2%. For full-year 2025, diluted EPS fell to $3.33 from $4.96 as operating profit declined to $475 million, and the company guided 2026 EPS to $4.50 to $5.00 on sales of $7.5 billion to $8.1 billion, including the REV merger.
Q4 2025 operating profit was $137 million, up from $53 million in Q4 2024; Q4 bookings were $1.9 billion, up 32% year-over-year on a pro forma basis.
Full-year 2025 net sales were $5.4 billion, up 5.7%, while operating profit fell to $475 million from $526 million.
2026 outlook: sales of $7.5 billion to $8.1 billion, EBITDA of $930 million to $1 billion, and EPS of $4.50 to $5.00, compared with $4.80 to $5.20 for legacy Terex.
Full-year 2025 free cash flow was $325 million, up from $190 million in 2024.
Terex completed its acquisition of REV Group, converting each REV share into 0.9809 Terex shares plus $8.71 in cash, and REV stock has stopped trading on the NYSE. The filing says the combined company expects $75 million of run-rate synergies in 2028, with about 50% to be achieved over the next twelve months, but gives no financial results for the combined company.
Each REV common share converted into 0.9809 Terex common shares plus $8.71 in cash, per the Merger Agreement dated October 29, 2025.
Board size increased to twelve; five former REV directors appointed effective at the Effective Time, and Paula H. J. Cholmondeley and Christopher Rossi resigned from the board.
Press release dated February 2, 2026 projects $75 million of run-rate synergies in 2028, with approximately 50% to be achieved over the next twelve months.
Terex reported third-quarter 2025 net sales of $1.4 billion, up 14.4% from a year earlier, driven by the addition of the ESG business, while legacy revenue fell 8.2%. GAAP diluted EPS fell to $0.98 from $1.31, though adjusted EPS rose to $1.50 from $1.46, and the company kept its full-year adjusted EPS outlook of $4.70 to $5.10 despite higher tariff costs.
Net sales of $1,387 million, up 14.4% year over year; legacy revenue declined 8.2%
Net income of $65 million, or $0.98 per diluted share, versus $88 million, or $1.31, in Q3 2024; the quarter included a discrete Aerials benefit of about $18 million, or $0.21 per share
Adjusted EPS of $1.50 versus $1.46 a year earlier; full-year adjusted EPS outlook maintained at $4.70 to $5.10
Free cash flow of $130 million versus $88 million; the company now expects a net unfavorable full-year tariff impact on EPS of about $0.70
Terex and REV Group entered into a merger agreement on October 29, 2025, under which REV Group shareholders will receive 0.9809 Terex shares and $8.71 in cash per share, or $425 million in total cash. Terex also said it will initiate a process to exit its Aerials segment, including assessing a potential sale or spin-off. Terex shareholders would own about 58% of the combined company on a pro forma basis, and the deal is expected to close in the first half of 2026 subject to shareholder and regulatory approvals.
Merger Agreement dated October 29, 2025; REV Group holders receive 0.9809 Terex shares plus $8.71 cash per share ($425 million in total).
Terex shareholders would own about 58% and REV Group shareholders about 42% of the combined company on a fully diluted pro forma basis.
Expected synergies of $75 million of run-rate value in 2028, with approximately 50% achieved twelve months after closing; closing expected in the first half of 2026.
A termination fee of $128,000,000 is payable in specified circumstances; the First Merger must close by April 29, 2026, subject to extensions to July 29, 2026 and October 29, 2026.
Terex Corporation said Srikanth Padmanabhan, recently retired Executive Vice President and President of Operations at Cummins, Inc., has been appointed to its Board of Directors effective December 1, 2025. The filing says he will be an independent director and is expected to serve on board committees, which adds an experienced industrial executive to board oversight.
Appointment to Terex board effective December 1, 2025, announced October 1, 2025
Mr. Padmanabhan spent 34 years at Cummins, including as President of the Engine Business
Filing states he is independent under NYSE listing standards and has no related transactions requiring disclosure
He will receive standard non-employee director compensation described in the April 1, 2025 proxy statement
Terex and certain subsidiaries entered into Amendment No. 3 to their Amended and Restated Credit Agreement on August 12, 2025, lowering the spread on U.S. dollar term loans. The company says the re-pricing is expected to reduce cash interest costs by about $3 million annually, a modest benefit to shareholders.
U.S. dollar term loans now bear interest at SOFR plus 1.75%, down from SOFR plus 2.00%.
Spread on revolving loans was reduced by 12.5 to 25 basis points.
Terex International Financial Services Company Unlimited Company was removed as a borrower.
Company expects annual cash interest cost reduction of approximately $3 million.
Terex reported second quarter 2025 results on July 31, 2025, with EPS of $1.49 and sales of $1.5 billion, up 8% year over year. Operating margin fell 310 basis points to 11.0%, and the company maintained its full-year EPS outlook of $4.70 to $5.10 while raising its Environmental Solutions sales outlook. The company also announced a new $150 million share buyback program.
Q2 EPS of $1.49, including a $0.03 benefit from a lower tax rate
Total net sales of $1.5 billion, up 8% year over year; operating margin of 11.0%, down 310 basis points
Full-year 2025 EPS outlook of $4.70 to $5.10 maintained; full-year ES sales outlook raised to up low double digits
New $150 million share buyback authorized; $21 million of stock repurchased in Q2
Terex reported second quarter 2025 net sales of $1.5 billion, up 7.6% from a year earlier, while GAAP diluted EPS fell to $1.09 from $2.08 and adjusted EPS fell to $1.49 from $2.16. The board authorized a new $150 million share repurchase program and the company kept its full-year adjusted EPS outlook of $4.70 to $5.10.
Q2 2025 operating margin was 8.7% (11.0% adjusted), versus 14.0% a year earlier
Aerials net sales fell 17.1% to $607 million; Materials Processing fell 9.0% to $454 million; Environmental Solutions rose 12.9% on a pro forma basis to $430 million
Free cash flow was $78 million, up from $43 million; liquidity was $1.2 billion as of June 30, 2025
Full-year 2025 outlook: net sales $5.3 billion to $5.5 billion, adjusted EPS $4.70 to $5.10, assuming tariffs remain at current rates
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