Terex earned 20 cents a share in the first half, and the pro forma version of the same six months earns $1.19
Twenty cents.
That is what Terex reported in basic earnings per share for the six months to 30 June 2026, on net income of $21m. On Friday afternoon the company filed a Form 8-K under item 8.01 setting out what the same six months would have looked like had it bought REV Group on 1 January 2025 rather than on 2 February 2026. On that basis net income is $135m and basic earnings per share is $1.19, close to six times the reported figure.
The filing is voluntary. Terex says it is providing the statements to give investors additional information and to incorporate them by reference into its registration statements, which is a housekeeping reason rather than a disclosure obligation. The 8-K also carries REV Group's own unaudited accounts for the three months to 31 January 2026, the quarter that ended the day before completion, showing net sales of $552m and net income of $13m.
Where the difference comes from
The pro forma does not find money. It moves costs.
Four one-time charges sit in the reported first half and are taken out of it: $91m of fair value step-up on acquired inventory, $18m of transaction costs, $22m paid to executives under change-in-control provisions plus severance and retention, and $28m of stock compensation on accelerated vesting and stepped-up replacement awards. Article 11 of Regulation S-X requires those costs to be shown in the earliest period presented, so every one of them is pushed into the year ended 31 December 2025 instead. The tax effect of the adjustments is estimated at a flat 24.5 percent.
The 2025 column is where that lands, and it lands hard. Terex reported net income of $221m for 2025 and basic earnings per share of $3.36 on 65.8m shares. REV, on its own October year end, earned $95m. Combine the two, load in the deal costs and a full year of $167m of amortisation on the acquired intangibles, then divide by the 114.0m shares that would have been outstanding from 1 January 2025, and pro forma basic earnings per share is $0.51.
What the document does not say
Nothing in the exhibit forecasts anything. Terex states twice that the statements are illustrative, that they do not represent what results would have been, and that they exclude both the costs of integration and any benefits from the merger. Note 2 records that the purchase accounting is provisional and that amounts for contingencies and income tax positions may change materially while the measurement period runs.
The consideration is fixed at $3,384m for now: $426m of cash at $8.71 a share, $122m to retire REV's bank debt, $2,828m of stock struck at $58.99 on the closing date, and $8m of converted awards. Terex issued 47.9m shares to do it, against the 65.8m it had outstanding on average through 2025.