REV Group (REVG) Proxy Filing summary

Executive summary

• A strategic merger between two companies is proposed, with a two-step merger structure resulting in one entity becoming a wholly owned subsidiary of the other, and ultimately ceasing to exist as a public company.

• Holders of the acquired company's stock will receive a fixed exchange ratio of 0.9809 shares of the acquiring company's stock plus $8.71 in cash per share, with no fractional shares issued.

• The implied value of the merger consideration fluctuates with the acquiring company's stock price, with recent implied values ranging from $62.36 to $63.62 per share.

• Post-merger, former shareholders of the acquired company will own approximately 42% of the combined entity, and existing shareholders of the acquirer will own about 58%.

• The merger is expected to close in the first half of 2026, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders of both companies are called to special meetings to vote on the merger and related proposals on January 28, 2026.

• The acquiring company's shareholders will vote on the issuance of new shares and a potential adjournment to solicit more proxies.

• The acquired company's shareholders will vote on adopting the merger agreement, an advisory vote on executive compensation related to the merger, and a potential adjournment.

• Approval of the merger requires a majority of outstanding shares for the acquired company and a majority of votes cast for the acquirer.

• Appraisal rights are available to dissenting shareholders of the acquired company, but not to those of the acquirer.

Board of directors and corporate governance

• The post-merger board will consist of 12 directors: 7 from the acquirer and 5 from the acquired company, with specific committee leadership roles allocated between legacy directors through 2028.

• The chair of the board will be a legacy director from the acquirer, and vice chairs will be split between both companies.