10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-37999

REV Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	26-3013415
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
245 South Executive Drive, Suite 100 Brookfield, WI	53005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (414) 290-0190

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock ($0.001 Par Value)	REVG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Small reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 2, 2025, the registrant had 48,797,351 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
Cautionary Statement About Forward-Looking Statements		2
Website and Social Media Disclosure		3
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Unaudited Consolidated Balance Sheets	4
	Condensed Unaudited Consolidated Statements of Income and Comprehensive Income	5
	Condensed Unaudited Consolidated Statements of Cash Flows	6
	Condensed Unaudited Consolidated Statements of Shareholders’ Equity	7
	Notes to Condensed Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II.	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5.	Other Information	30
Item 6.	Exhibits	32
Signatures		33

Cautionary Statement About Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “guidance,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “aim,” “strive,” “goal,” “seek,” “forecast” and other similar expressions, although not all forward-looking statements contain these identifying words. Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results to differ materially from these statements, including, but not limited to:

•economic factors and adverse developments in economic conditions;

•increased economic and political instability;

•a disruption, termination or alteration of the supply of vehicle chassis or other critical components from third-party suppliers due to changes in production, U.S. and foreign trade policies, tariffs, or other factors;

•competition in our markets;

•increases in the price of commodities, raw materials or other components used in our business due to inflation, tariffs, or other factors;

•a failure of a key information technology system or a breach of our information security;

•interruptions to our computer and information technology systems and cyber-attacks;

•performance of dealers, including the availability and terms of financing to dealers, and disruptions within our dealer network;

•our ability to attract, retain, and develop qualified personnel, including our ability to attract, retain, and develop proper succession plans for senior management and key employees;

•increases in the cost of labor, deterioration in employee relations, union organizing activity and work stoppages at our facilities;

•defects in our vehicles, potentially resulting in delaying new model launches, recall campaigns, increased warranty costs, liability or other costs;

•cancellations, reductions or delays in customer orders, customer breaches of purchase agreements, reduction in expected backlog, reductions in profitability of backlog due to fluctuations in product costs, or our inability to meet customer delivery schedules;

•unforeseen or recurring operational problems at any of our facilities, or a catastrophic loss of one of our key manufacturing facilities;

•changes in federal, state, and local government spending and priorities;

•fuel shortages, or high prices for fuel;

•increased public and shareholder attention to environmental, social and governance matters;

2

•the cyclical and seasonal nature of our business;

•intellectual property risks or failure to maintain the strength and value of our brands;

•changes in customer preferences for our products or our failure to gauge those preferences;

•our inability to identify and successfully integrate acquisitions;

•negative impact from divestitures on our business or retained liabilities from divested businesses;

•a decline in operating results or access to financing;

•contingent obligations;

•restrictive covenants that may impair our ability to access sufficient capital;

•impairments of goodwill or other intangible assets;

•our ability to declare dividends or have sufficient funds to pay dividends;

•laws and regulations which we are subject to;

•environmental, health and safety laws and regulations and costs or liabilities associated with environmental, health and safety matters;

•litigation and uninsured judgments, settlements or other costs, or a rise in insurance premiums;

•changes to tax laws or exposure to additional tax liabilities;

•failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act;

•and the effectiveness of risk management policies and procedures.

Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from those projected or suggested is contained in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission (“SEC”). We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this Form 10-Q or to reflect any changes in expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based.

Website and Social Media Disclosure

We use our website (www.revgroup.com) and corporate social media accounts including X (previously known as Twitter) account (@revgroupinc), LinkedIn account (@rev-group-inc), Facebook account (@REVGroupInc), YouTube (@REVGroupInc), and Instagram account (@revgroupinc) as routine channels of distribution for company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under SEC Regulation FD. Accordingly, investors should monitor our website and our corporate social media accounts in addition to following press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website (https://investors.revgroup.com/). Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Balance Sheets

(Dollars in millions, except share amounts)

			(Audited)
	April 30, 2025		October 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	28.8	$	24.6
Accounts receivable, net		200.8		152.3
Inventories, net		565.7		602.8
Assets held for sale		17.1		—
Other current assets		19.3		26.8
Total current assets		831.7		806.5
Property, plant and equipment, net		132.8		130.2
Goodwill		137.0		137.7
Intangible assets, net		86.3		95.4
Right of use assets		23.7		32.1
Deferred income taxes		8.0		5.4
Other long-term assets		8.1		5.7
Total assets	$	1,227.6	$	1,213.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	221.8	$	188.8
Short-term customer advances		159.5		158.0
Accrued compensation		27.9		33.7
Short-term accrued warranty		18.4		20.0
Short-term lease obligations		5.7		7.3
Liabilities held for sale		11.6		—
Other current liabilities		55.5		61.5
Total current liabilities		500.4		469.3
Long-term debt		130.0		85.0
Long-term customer advances		177.9		160.1
Long-term lease obligations		18.8		25.7
Other long-term liabilities		42.7		37.8
Total liabilities		869.8		777.9
Commitments and contingencies
Shareholders' Equity:
Preferred stock ($.001 par value, 95,000,000 shares authorized; none issued or outstanding)		—		—
Common stock ($.001 par value, 605,000,000 shares authorized; 48,797,351 and 52,131,600 shares issued and outstanding, respectively)		0.1		0.1
Additional paid-in capital		209.2		316.5
Retained earnings		148.5		118.3
Accumulated other comprehensive income		—		0.2
Total shareholders' equity		357.8		435.1
Total liabilities and shareholders' equity	$	1,227.6	$	1,213.0

See Notes to Condensed Unaudited Consolidated Financial Statements.

4

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Income and Comprehensive Income

(Dollars in millions, except per share amounts)

	Three Months Ended April 30,						Six Months Ended April 30,
	2025			2024			2025			2024
Net sales	$	629.1		$	616.9		$	1,154.2		$	1,202.9
Cost of sales		533.4			539.6			988.7			1,062.7
Gross profit		95.7			77.3			165.5			140.2
Operating expenses:
Selling, general and administrative		46.0			50.7			87.8			106.7
Restructuring		—			3.7			—			4.5
Impairment charges		—			—			—			12.6
Total operating expenses		46.0			54.4			87.8			123.8
Operating income		49.7			22.9			77.7			16.4
Interest expense, net		6.4			6.5			12.4			13.4
Gain on sale of business		—			(1.5	)		—			(259.0	)
Loss on assets held for sale		30.0			—			30.0			—
Income before (benefit) provision for income taxes		13.3			17.9			35.3			262.0
(Benefit) provision for income taxes		(5.7	)		2.7			(1.9	)		64.1
Net income	$	19.0		$	15.2		$	37.2		$	197.9
Other comprehensive loss, net of tax		(0.6	)		—			(0.2	)		(0.2	)
Comprehensive income	$	18.4		$	15.2		$	37.0		$	197.7
Net income per common share:
Basic	$	0.38		$	0.29		$	0.73		$	3.53
Diluted		0.38			0.28			0.72			3.49
Dividends declared per common share		0.06			0.05			0.12			3.10

See Notes to Condensed Unaudited Consolidated Financial Statements.

5

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Cash Flows

(Dollars in millions)

	Six Months Ended April 30,
	2025			2024
Cash flows from operating activities:
Net income	$	37.2		$	197.9
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		12.1			13.0
Stock-based compensation expense		5.8			5.9
Deferred income taxes		(14.4	)		1.7
Impairment charges		—			12.6
Gain on sale of business		—			(259.0	)
Loss on assets held for sale		30.0			—
Other non-cash adjustments		1.1			0.9
Changes in operating assets and liabilities, net		32.1			(2.6	)
Net cash provided by (used in) operating activities		103.9			(29.6	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(16.3	)		(16.4	)
Proceeds from sale of business		—			318.2
Other investing activities		0.4			0.1
Net cash (used in) provided by investing activities		(15.9	)		301.9
Cash flows from financing activities:
Net proceeds from borrowings on revolving credit facility		45.0			70.0
Payment of dividends		(7.0	)		(185.5	)
Repurchase and retirement of common stock		(107.6	)		(126.1	)
Other financing activities		(14.2	)		(13.8	)
Net cash used in financing activities		(83.8	)		(255.4	)
Net increase in cash and cash equivalents		4.2			16.9
Cash and cash equivalents, beginning of period		24.6			21.3
Cash and cash equivalents, end of period	$	28.8		$	38.2
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	8.8		$	11.3
Income taxes, net of refunds	$	17.0		$	42.5

See Notes to Condensed Unaudited Consolidated Financial Statements.

6

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Shareholders’ Equity

(Dollars in millions, except share amounts)

	Common Stock					Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
	Amount		# Shares			Capital			Earnings			Income			Equity
Balance, October 31, 2024	$	0.1		52,131,600	Sh.	$	316.5		$	118.3		$	0.2		$	435.1
Net income										18.2						18.2
Stock-based compensation expense							2.6									2.6
Vesting of restricted stock units, net of employee tax withholdings		—		172,974	Sh.		(2.2	)								(2.2	)
Employee tax withholdings on vesting of restricted stock awards		—		(67,609	Sh.)		(2.1	)								(2.1	)
Other comprehensive income, net of tax													0.4			0.4
Repurchase and retirement of common stock, including fees and excise taxes		—		(579,165	Sh.)		(19.3	)								(19.3	)
Dividends declared on common stock										(3.9	)					(3.9	)
Balance, January 31, 2025	$	0.1		51,657,800	Sh.	$	295.5		$	132.6		$	0.6		$	428.8
Net income										19.0						19.0
Stock-based compensation expense							3.2									3.2
Vesting of restricted stock units, net of employee tax withholdings		—		17,365	Sh.		(0.2	)								(0.2	)
Other comprehensive loss, net of tax													(0.6	)		(0.6	)
Repurchase and retirement of common stock, including fees and excise taxes		—		(2,877,814	Sh.)		(89.3	)								(89.3	)
Dividends declared on common stock										(3.1	)					(3.1	)
Balance, April 30, 2025	$	0.1		48,797,351	Sh.	$	209.2		$	148.5		$	—		$	357.8
	Common Stock					Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
	Amount		# Shares			Capital			Earnings			Income (Loss)			Equity
Balance, October 31, 2023	$	0.1		59,505,829	Sh.	$	445.0		$	52.7		$	0.2		$	498.0
Net income										182.7						182.7
Stock-based compensation expense							2.9									2.9
Vesting of restricted and performance stock units, net of employee tax withholdings		—		255,651	Sh.		(2.0	)								(2.0	)
Other comprehensive loss, net of tax													(0.2	)		(0.2	)
Issuances of restricted stock awards, net of employee tax withholdings on vested awards		—		14,233	Sh.		(2.9	)								(2.9	)
Dividends declared on common stock										(182.4	)					(182.4	)
Balance, January 31, 2024	$	0.1		59,775,713	Sh.	$	443.0		$	53.0		$	—		$	496.1
Net income										15.2						15.2
Stock-based compensation expense							3.0									3.0
Vesting of restricted and performance stock units, net of employee tax withholdings		—		115,232	Sh.		(1.8	)								(1.8	)
Issuances of restricted stock awards		—		23,532	Sh.		—									—
Repurchase and retirement of common stock, including fees and excise taxes		—		(8,000,000	Sh.)		(129.7	)								(129.7	)
Dividends declared on common stock										(3.1	)					(3.1	)
Balance, April 30, 2024	$	0.1		51,914,477	Sh.	$	314.5		$	65.1		$	—		$	379.7

See Notes to Condensed Unaudited Consolidated Financial Statements.

7

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(All tabular amounts presented in millions, except share and per share amounts)

Note 1. Basis of Presentation

The Condensed Unaudited Consolidated Financial Statements include the accounts of REV Group, Inc. (“REV” or “the Company”) and all its subsidiaries. In the opinion of management, the accompanying Condensed Unaudited Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments, unless otherwise noted) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These Condensed Unaudited Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2024. The interim results are not necessarily indicative of results for the full year.

Equity Sponsor Exit: Prior to the second quarter of fiscal year 2024, the Company’s largest equity holder was comprised of (i) American Industrial Partners Capital Fund IV, LP, (ii) American Industrial Partners Capital Fund IV (Parallel), LP and (iii) AIP/CHC Holdings, LLC, which the Company collectively refers to as “AIP” or “Sponsor”.

During the second quarter of fiscal year 2024, the Company completed two underwritten public offerings (the “Offerings”) in which a total of 25,795,191 shares of common stock previously held by AIP were sold. 8,000,000 of these shares were repurchased by the Company in the second quarter of fiscal year 2024. Refer to Note 15, Shareholders’ Equity, for additional information related to the Offerings and the related repurchase.

Upon completion of the second of the two Offerings, AIP ceased to beneficially own at least 15% of the Company’s outstanding shares of common stock, in the aggregate. As a result, under the terms of the Amended and Restated Shareholders Agreement, dated as of February 1, 2017 (as amended), as of the completion of the Offerings, AIP no longer had significant influence over the Company, including control over decisions that require the approval of stockholders, and no longer had the right to nominate any directors to the board of directors of the Company. Each of the board members previously nominated by AIP resigned from the Board of Directors of the Company, effective upon the completion of the second of the two Offerings. AIP is no longer considered a sponsor or related party of the Company.

Related Party Transactions: During the six months ended April 30, 2024, the Company incurred expenses associated with its former Sponsor in connection with the Offerings and the related share repurchase. Refer to Note 15, Shareholders’ Equity, for additional information related to the Offerings and the related repurchase.

Reclassifications: Certain reclassifications have been made to the prior period financial statements to conform with the fiscal year 2025 presentation and improve comparability between periods. These reclassifications had no effect on the reported results of operations.

Recent Accounting Pronouncements

Accounting Pronouncement - Adopted

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04 “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. The amendments in this ASU require that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, except for the amendment on rollfoward information, which is effective for fiscal years beginning after December 15, 2023. We adopted ASU 2022-04 in the first quarter of fiscal year 2024, except for the amendment on rollforward information which we will adopt for our annual reporting in fiscal year 2025. Refer to Note 3, Supply Chain Finance Program, for further details.

Accounting Pronouncements - To Be Adopted

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We expect to adopt the annual requirements of ASU 2023-07 in fiscal year 2025 and are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements.

8

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This update requires public entities to disclose specific categories in the rate reconciliation on an annual basis, and to provide additional information for reconciling items that meet a quantitative threshold. Additionally, this ASU requires that public entities disclose certain disaggregated information related to income taxes paid, income or loss from continuing operations and income tax expense or benefit. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We expect to adopt ASU 2023-09 in fiscal year 2026 and are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements.

Note 2. Revenue Recognition

Substantially all of the Company’s revenue is recognized from contracts with customers with product shipment destinations in North America. The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and collectability of consideration is probable. The Company determines the transaction price for each contract at inception based on the consideration that it expects to receive for the goods and services promised under the contract. The transaction price excludes sales and usage-based taxes collected and certain “pass-through” amounts collected on behalf of third parties. The Company has elected to expense incremental costs to obtain a contract when the amortization period of the related asset is expected to be less than one year.

The Company’s primary source of revenue is generated from the manufacture and sale of specialty and recreational vehicles through its direct sales force and dealer network. The Company also generates revenue through separate contracts that relate to the sale of aftermarket parts and services. Revenue is typically recognized at a point-in-time, when control is transferred, which generally occurs when the product has been shipped to the customer or when it has been picked-up from the Company’s manufacturing facilities. Shipping and handling costs that occur after the transfer of control are fulfillment costs that are recorded in Cost of sales in the Condensed Unaudited Consolidated Statements of Income and Comprehensive Income when incurred or when the related product revenue is recognized, whichever is earlier. Periodically, certain customers may request bill and hold transactions according to the terms in the contract. In such cases, revenue is not recognized until after control has transferred which is generally when the customer has requested such transaction and has been notified that the product (i) has been completed according to customer specifications, (ii) has passed our quality control inspections, (iii) has been separated from our inventory and is ready for physical transfer to the customer, and (iv) the Company cannot use the product or redirect the product to another customer. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract.

Contract Assets and Contract Liabilities

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, and payment is usually received shortly after billing. Payments for certain contracts are received in advance of satisfying the related performance obligations. Such payments are recorded as Customer advances in the Company’s Condensed Unaudited Consolidated Balance Sheets. The Company reduces the customer advance balances when the Company transfers control of the promised good or service. During the three months ended April 30, 2025, and April 30, 2024, the Company recognized $35.2 million and $44.2 million, respectively, of revenue that was included in the customer advance balances of $318.1 million and $357.4 million as of October 31, 2024 and October 31, 2023, respectively. During the six months ended April 30, 2025, and April 30, 2024, the Company recognized $70.2 million and $93.0 million, respectively, of revenue that was included in the customer advance balances of $318.1 million and $357.4 million as of October 31, 2024 and October 31, 2023, respectively. The Company’s payment terms do not include a significant financing component outside of the Specialty Vehicles segment. Within the Specialty Vehicles segment, customers earn interest on customer advances at a rate determined at contract inception. The Company incurred interest charges on customer advances during the three months ended April 30, 2025 and April 30, 2024 of $3.0 million and $2.2 million, respectively. The Company incurred interest charges on customer advances during the six months ended April 30, 2025 and April 30, 2024 of $5.8 million and $4.5 million, respectively. The interest charges were recorded in Interest expense in the Condensed Unaudited Consolidated Statements of Income and Comprehensive Income. The Company does not have significant contract assets.

Remaining Performance Obligations

As of April 30, 2025, the Company had unsatisfied performance obligations for non-cancelable contracts with an original duration greater than one year totaling $3,278.6 million, of which $1,343.8 million is expected to be satisfied and recognized in revenue in the next twelve months and $1,934.8 million is expected to be satisfied and recognized in revenue thereafter.

9

Note 3. Supply Chain Finance Program

The Company has an unsecured agreement with a third-party financial institution to facilitate a supply chain finance (“SCF”) program. The SCF program allows qualifying suppliers to sell their receivables due from the Company, on an invoice level at the selection of the supplier, to the financial institution and negotiate their outstanding receivable arrangements and associated fees directly with the financial institution. The Company is not party to the agreements between the supplier and the financial institution. The supplier invoices that have been confirmed as valid under the program require payment in full by the Company within 120 days of the invoice date.

All outstanding amounts related to suppliers participating in the SCF program are confirmed with the third-party financial institution and are recorded in Accounts payable in the Condensed Unaudited Consolidated Balance Sheets. The Company’s outstanding obligation under the SCF program as of April 30, 2025 and October 31, 2024 was $10.6 million and $9.1 million, respectively.

Note 4. Inventories

Inventories consisted of the following:

	April 30, 2025			October 31, 2024
Chassis	$	99.9		$	118.0
Raw materials & parts		178.8			193.3
Work in process		256.6			243.2
Finished products		42.8			57.4
		578.1			611.9
Less: reserves		(12.4	)		(9.1	)
Total inventories, net	$	565.7		$	602.8

Note 5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	April 30, 2025			October 31, 2024
Land & land improvements	$	15.8		$	15.7
Buildings & improvements		98.6			99.5
Machinery & equipment		97.2			96.9
Computer hardware & software		66.2			64.6
Office furniture & fixtures		6.1			6.2
Construction in process		11.1			7.7
		295.0			290.6
Less: accumulated depreciation		(162.2	)		(160.4	)
Total property, plant and equipment, net	$	132.8		$	130.2

Depreciation expense was $5.5 million and $5.9 million for the three months ended April 30, 2025 and April 30, 2024, respectively, and $10.9 million and $11.8 million for the six months ended April 30, 2025 and April 30, 2024, respectively. In connection with the discontinuation of manufacturing operations at the Company's ElDorado National (California) (“ENC”) facility, the Company recorded impairment charges of property, plant, and equipment of $4.4 million for the six months ended April 30, 2024. The fair value used in this impairment assessment was based on Level 3 inputs as defined by Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. Refer to Note 8, Restructuring and Other Related Charges, for further details.

Note 6. Goodwill and Intangible Assets

The table below represents goodwill by segment:

	April 30, 2025		October 31, 2024
Specialty Vehicles	$	95.2	$	95.2
Recreational Vehicles		41.8		42.5
Total goodwill	$	137.0	$	137.7

10

The change in the net carrying value of goodwill consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	137.7		$	157.3
Divestiture (Note 7)		—			(19.6	)
Held for sale (Note 7)		(0.7	)		—
Balance at end of period	$	137.0		$	137.7

Intangible assets (excluding goodwill) consisted of the following:

	April 30, 2025
	Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships	$	23.0	$	(18.2	)	$	4.8
Indefinite-lived trade names		81.5		—			81.5
Total intangible assets, net	$	104.5	$	(18.2	)	$	86.3

	October 31, 2024
	Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships	$	23.3	$	(17.3	)	$	6.0
Indefinite-lived trade names		89.4		—			89.4
Total intangible assets, net	$	112.7	$	(17.3	)	$	95.4

The change in the net carrying value of indefinite-lived trade names consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	89.4		$	107.4
Impairment charges		—			(7.2	)
Divestiture (Note 7)		—			(8.9	)
Held for sale (Note 7)		(7.9	)		—
Balance at end of period	$	81.5		$	91.3

Amortization expense was $0.6 million and $0.6 million for the three months ended April 30, 2025 and April 30, 2024, respectively, and $1.2 million and $1.2 million for the six months ended April 30, 2025 and April 30, 2024, respectively. Estimated future amortization expense of finite-lived intangible assets for the remainder of fiscal year 2025 and each of the five fiscal years succeeding October 31, 2025 is as follows: 2025 (remaining six months) - $0.6 million; 2026 - $1.2 million; 2027 - $1.2 million; 2028 - $1.2 million; 2029 - $0.6 million, at which point all finite-lived intangible assets will be fully amortized. As of April 30, 2025, fully amortized intangible assets and the related accumulated amortization were written off.

In connection with the expected discontinuation of manufacturing operations at the Company's ENC facility, the Company recorded an impairment charge of an indefinite-lived trade name of $7.2 million during the six months ended April 30, 2024. The fair value used in the impairment assessment of this indefinite-lived trade name was based on Level 3 inputs, as defined by ASC 820. Refer to Note 8, Restructuring and Other Related Charges, for further details related to this discontinuation.

11

Note 7. Divestiture Activities and Held for Sale

On January 26, 2024, the Company entered into a Stock Purchase Agreement (the “Collins Stock Purchase Agreement”) by and among the Company, Collins Industries, Inc. (“Collins Industries”), an indirect wholly-owned subsidiary of the Company, Collins Bus Corporation (“Collins”), a wholly-owned subsidiary of Collins Industries, Forest River, Inc. and Forest River Bus, LLC (“Forest River”), pursuant to which Collins Industries agreed to sell all of the issued and outstanding shares of capital stock of Collins to Forest River. The sale was aimed at optimizing the Company's portfolio of products and to create a more focused operating structure aligned with markets where the Company has a strong presence of industry leading brands. The transactions under the Collins Stock Purchase Agreement closed on January 26, 2024. In connection with the completion of the sale of Collins, the Company received cash consideration of $308.2 million and recorded a gain on sale of $257.5 million, which is included in the Company’s Condensed Unaudited Consolidated Statements of Income and Comprehensive Income for the six months ended April 30, 2024. The Company incurred $5.0 million of transaction costs in connection with this sale, which are included in the Selling, general and administrative expense in the Company’s Condensed Unaudited Consolidated Statements of Income and Comprehensive Income for the six months ended April 30, 2024. Collins was previously reported as part of the Specialty Vehicles segment.

On April 30, 2024, in connection with a strategic review of the product portfolio, the Company entered into an agreement to sell certain assets of the Fire Regional Technical Center (“Fire RTC”) business. In connection with the sale, the Company recorded a gain of $1.5 million, which is included in the Company’s Condensed Unaudited Consolidated Statement of Income and Comprehensive Income for the three and six months ended April 30, 2024. The remaining assets and liabilities of the Fire RTC business are included within the Specialty Vehicles segment.

In connection with a strategic review of the product portfolio, the Company is pursuing a sale of certain businesses within the Recreational Vehicles segment. The assets and liabilities to be divested in connection with this transaction met the held for sale criteria as of April 30, 2025. The carrying value of the assets held for sale was greater than the estimated sales proceeds, less expected costs to sell, resulting in a non-cash loss of $30.0 million and a related $16.6 million discrete tax benefit, both of which are included in the Condensed Unaudited Consolidated Statements of Income and Comprehensive Income for the three and six months ended April 30, 2025.

As of April 30, 2025, assets and liabilities held for sale consisted of the following balances:

	April 30, 2025
ASSETS
Accounts receivable, net	$	3.1
Inventories, net		15.6
Property, plant and equipment, net		2.1
Goodwill		0.7
Intangible assets, net		7.9
Deferred tax asset		11.9
Right of use assets		5.7
Other long-term assets		0.1
Loss on assets held for sale		(30.0	)
Total assets held for sale	$	17.1
LIABILITIES
Accounts payable	$	2.2
Lease obligations		5.9
Other liabilities		3.5
Total liabilities held for sale	$	11.6

Note 8. Restructuring and Other Related Charges

On January 29, 2024, the Company announced that it would discontinue manufacturing operations at the Company’s ENC facility in Riverside, California. Management believed the discontinuation of manufacturing at ENC created a more focused portfolio that provides opportunities for growth, consistent cash generation and improved margin performance.

The Company incurred certain restructuring and other related charges in connection with the decision to discontinue manufacturing at the ENC facility. For the three and six months ended April 30, 2024, the Company recorded restructuring charges of $3.7 million and $4.5 million, respectively, primarily related to severance and retention costs. For the six months ended April 30, 2024, the Company incurred additional charges related to this activity consisting of $11.6 million of impairment charges related to intangible assets and property, plant, and equipment, $5.8 million of inventory write-offs, and $0.3 million of other costs.

12

This restructuring activity is complete and there is no remaining restructuring liability as of April 30, 2025. ENC was previously reported as part of the Specialty Vehicles Segment.

Note 9. Long-Term Debt

The Company was obligated under the following debt instrument:

	April 30, 2025		October 31, 2024
ABL facility	$	130.0	$	85.0

ABL Facility

On February 20, 2025, the Company entered into a third amendment to its then existing ABL agreement (the “2021 ABL Agreement” or the “2021 ABL Facility”), hereafter referred to as the “Amended 2021 ABL Agreement” or the “Amended 2021 ABL Facility”. The Amended 2021 ABL Facility provides for revolving loans and letters of credit in an aggregate amount of up to $450.0 million. The total credit facility is subject to a $45.0 million sublimit for swing line loans and a $35.0 million sublimit for letters of credit (plus up to an additional $20.0 million of letters of credit at issuing bank’s discretion), along with certain borrowing base and other customary restrictions as defined in the Amended 2021 ABL Agreement. The Amended 2021 ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions. Subject to certain conditions and limitations set forth in the Amended 2021 ABL Agreement, the Company is also permitted to enter into an additional secured term loan credit facility with financial institutions acceptable to the administrative agent. The debt issuance costs capitalized in connection with the Amended 2021 ABL Facility less accumulated amortization are included in Other long-term assets in the Company’s Condensed Unaudited Consolidated Balance Sheets. The debt issuance costs are amortized over the life of the debt on a straight-line basis. The Amended 2021 ABL Facility matures on February 20, 2030. The Company may prepay principal, in whole or in part, at any time without penalty.

The following table summarizes the gross borrowing and gross payments of long-term debt:

	Six Months Ended April 30,
	2025		2024
Gross borrowings	$	434.0	$	610.0
Gross payments		389.0		540.0
Total net borrowings	$	45.0	$	70.0

All revolving loans under the Amended 2021 ABL Facility bear interest at rates equal to, at the Company’s option, either a base rate plus an applicable margin, or a SOFR rate plus an applicable margin and credit spread adjustment of 0.1% for all interest periods. As of April 30, 2025, the interest rate margins are 0.5% for all base rate loans and 1.5% for all SOFR rate loans (with the SOFR rate having a floor of 0.0%), subject to adjustment based on the calculation of average quarterly availability in relation to the total revolving loan commitment. Interest is payable quarterly for the swing line loan and all base rate loans, and is payable on the last day of any interest period or every three months for all SOFR rate loans. The weighted-average interest rate on borrowings outstanding under the Amended 2021 ABL Facility was 5.9% as of April 30, 2025. The weighted-average interest rate on borrowings outstanding under the 2021 ABL Facility was 6.8% as of October 31, 2024.

The lenders under the Amended 2021 ABL Facility have a first priority security interest in substantially all personal property assets of the Company. The Amended 2021 ABL Facility’s borrowing base is comprised of eligible receivables and eligible inventory.

The Amended 2021 ABL Agreement contains customary representations and warranties, affirmative and negative covenants, subject in certain cases to customary limitations, exceptions and exclusions. The Amended 2021 ABL Agreement also contains certain customary events of default. The occurrence of an event of default under the Amended 2021 ABL Agreement could result in the termination of the commitments under the Amended 2021 ABL Facility and the acceleration of all outstanding borrowings under it.

The Company would become subject to compliance with a 1.0 to 1.0 minimum fixed charge coverage ratio financial covenant under the Amended 2021 ABL Agreement if the Company’s borrowing base availability falls below the greater of $35.0 million or 12.5% of the borrowing base. As of April 30, 2025, the Company’s availability under the Amended 2021 ABL Facility was $263.2 million. As of October 31, 2024, the Company’s availability under the 2021 ABL Facility was $349.6 million.

The fair value of the Amended 2021 ABL Facility approximated the book value on April 30, 2025 and the fair value of the 2021 ABL Facility approximated the book value on October 31, 2024.

13

Note 10. Warranties

The Company’s products generally carry explicit warranties that extend from several months to several years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s products may include warranties from original equipment manufacturers (“OEM”). These OEM warranties are passed on to the end customer of the Company’s products, and the customer deals directly with the applicable OEM for any issues encountered on those components.

Changes in the Company’s warranty liability consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	42.1		$	39.1
Warranty provisions		22.0			18.0
Settlements made		(17.7	)		(20.0	)
Divestiture (Note 7)		—			(1.1	)
Held for sale (Note 7)		(0.4	)		—
Balance at end of period	$	46.0		$	36.0

Accrued warranty is classified in the Company’s Condensed Unaudited Consolidated Balance Sheets as follows:

	April 30, 2025		October 31, 2024
Current liabilities	$	18.4	$	20.0
Other long-term liabilities		27.6		22.1
Total warranty liability	$	46.0	$	42.1

Note 11. Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding assuming dilution. The difference between basic EPS and diluted EPS is the result of the dilutive effect of performance stock units, restricted stock units, and restricted stock awards. The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average shares outstanding:

	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
Basic weighted-average common shares outstanding		50,085,286		53,117,059		50,863,200		56,116,502
Dilutive restricted stock awards		172,741		150,665		216,611		223,072
Dilutive restricted stock units		280,188		280,471		346,794		318,948
Dilutive performance stock units		—		114,015		—		102,175
Diluted weighted-average common shares outstanding		50,538,215		53,662,210		51,426,605		56,760,697

The table below represents exclusions from the calculation of diluted weighted-average shares outstanding due to their anti-dilutive effect:

	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
Anti-dilutive shares		—		23,532		—		23,532

Note 12. Income Taxes

For interim financial reporting, the Company estimates its annual effective tax rate based on the projected income for its entire fiscal year and records a provision or benefit for income taxes on a quarterly basis based on the estimated annual effective income tax rate, adjusted for any discrete tax items.

14

The Company recorded income tax benefit of $5.7 million for the three months ended April 30, 2025, or 42.9% of pre-tax income, compared to $2.7 million of expense, or 15.1% of pre-tax income, for the three months ended April 30, 2024. Income tax benefit for the three months ended April 30, 2025 was favorably impacted by $16.6 million of net discrete tax benefit, primarily related to basis differences on assets held for sale. Income tax expense for the three months ended April 30, 2024 was favorably impacted by $1.2 million of net discrete tax benefit, primarily related to the conclusion of an IRS examination.

The Company recorded income tax benefit of $1.9 million for the six months ended April 30, 2025, or 5.4% of pre-tax income, compared to $64.1 million of expense, or 24.5% of pre-tax income, for the six months ended April 30, 2024. Income tax benefit for the six months ended April 30, 2025 was favorably impacted by $18.3 million of net discrete tax benefit, primarily related to basis differences on assets held for sale and stock-based compensation tax deductions. Income tax expense for the six months ended April 30, 2024 was unfavorably impacted by $62.2 million of net discrete tax expense, primarily related to gain on sale of Collins.

The Company periodically evaluates its valuation allowance requirements as facts and circumstances change and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through the Company’s effective income tax rate.

The Company’s liability for unrecognized tax benefits, including interest and penalties, was $4.3 million as of April 30, 2025 and $3.9 million as of October 31, 2024. The unrecognized tax benefits are presented in Other long-term liabilities in the Company’s Condensed Unaudited Consolidated Balance Sheets. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in its Condensed Unaudited Consolidated Statement of Operations and Comprehensive Income.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of April 30, 2025, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates and/or from its historical income tax provisions and income tax liabilities and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments related to income tax examinations.

Note 13. Commitments and Contingencies

The Company is, from time to time, party to various legal proceedings, including product and general liability claims, arising out of the ordinary course of business. Assessments of legal proceedings can involve complex judgments about future events that may rely on estimates and assumptions. When assessing whether to record a liability related to legal proceedings, the Company adheres to the requirements of ASC 450, Contingencies, and other applicable guidance as necessary, and records liabilities in those instances where it can reasonably estimate the amount of the loss and when the loss is probable. When a range exists that is reasonably estimable and the loss is probable, the Company records an accrual in its financial statements equal to the most likely estimate of the loss, or the low end of the range, if there is no one best estimate. Additionally, these claims are generally covered by third-party insurance, which for some insurance policies are subject to a retention for which the Company is responsible.

Market Risks: The Company is contingently liable under bid, performance and specialty bonds issued by the Company’s surety company and has open standby letters of credit issued by the Company’s banks in favor of third parties as follows:

	April 30, 2025		October 31, 2024
Performance, bid and specialty bonds	$	684.8	$	675.5
Open standby letters of credit		14.2		14.2
Total	$	699.0	$	689.7

15

Chassis Contingent Liabilities: The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company upon delivery. Accordingly, the chassis are not owned by the Company when delivered, and therefore, are excluded from the Company’s inventory. Upon being put into production, the Company owns the inventory and becomes obligated to pay the manufacturer for the chassis. Chassis are typically placed into production within 90 to 120 days of delivery to the Company. If the chassis are not placed into production within this timeframe, the Company generally purchases the chassis and records inventory, or the Company is obligated to begin paying an interest charge on this inventory until purchased. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the value of the vehicle chassis that would be resold to mitigate any losses. The Company’s maximum contingent liability under such agreements was $28.9 million and $20.8 million as of April 30, 2025 and October 31, 2024, respectively.

From time to time, the Company’s customers may provide their own vehicle chassis, at their sole discretion, in connection with specific vehicle orders. These vehicle chassis are stored at the Company’s various production facilities until the related value-added work is completed and the finished unit is shipped back to the customer. The customer does not transfer the vehicle chassis certificate of origin to the Company. Accordingly, such chassis are not owned by the Company when delivered or throughout the production process, and are, therefore, excluded from the Company’s inventory. The Company’s maximum contingent liability related to these vehicle chassis was $33.3 million and $38.1 million as of April 30, 2025 and October 31, 2024, respectively. Losses incurred related to these arrangements have not been significant.

Repurchase Commitments: The Company has repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer or other customer, generally not exceeding two years. The Company also repurchases inventory from dealers from time to time due to state law or regulatory requirements that require manufacturers to repurchase inventory if a dealership exits the business. The Company’s maximum contingent liability under such agreements was $372.9 million and $380.6 million as of April 30, 2025, and October 31, 2024, respectively, which represents the total amount that would be owed to the lending institutions under such repurchase agreements. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the resale value of the units which are required to be repurchased. Losses incurred under such arrangements have not been significant. The reserve for losses on contracts outstanding as of April 30, 2025 and October 31, 2024 are immaterial.

Guarantee Arrangements: The Company is party to multiple agreements whereby it guaranteed an aggregate of $19.5 million and $21.7 million at April 30, 2025 and October 31, 2024, respectively, of indebtedness of others, including losses under loss pool agreements. The Company estimated that its maximum loss exposure under these contracts was $3.1 million and $4.0 million as of April 30, 2025 and October 31, 2024, respectively. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. The guarantee arrangements are on an individual contract basis with a term from the date it is financed by the lending institution through payment date by the customer, generally not exceeding five years. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third party’s inability to meet their obligations. Additionally, the Company cannot guarantee that the collateral underlying the agreements will be available or sufficient to avoid losses materially in excess of the amount reserved. The reserve for losses included in other liabilities on these guarantee arrangements as of April 30, 2025 and October 31, 2024 are immaterial.

Other Matters: During fiscal year 2023, the Company settled a collective group of claims brought by plaintiffs who were injured as passengers in an accident involving a shuttle bus that was manufactured by Krystal Bus prior to the Company’s acquisition of certain assets related to that business. The Company did not admit to any liability on the merits of the claims but deemed a settlement to be in its best interest based on the facts and circumstances of the claims. These claims, which totaled $13.7 million, were fully paid in fiscal year 2023. The Company is in the process of seeking reimbursement of the settlement payments from its insurers; however, it is uncertain whether the Company will be able to recover any amounts, and no loss recovery asset has been recorded as of April 30, 2025.

Note 14. Business Segment Information

The Company is organized into two reportable segments, Specialty Vehicles and Recreational Vehicles, which is aligned with the chief operating decision maker's internal reporting structure and with the chief operating decision maker's process for making operating decisions, allocating capital and measuring performance. The Company’s segments are as follows:

16

Specialty Vehicles: This segment includes Emergency One (“E-ONE”), Kovatch Mobile Equipment (“KME”), Ferrara, Spartan Emergency Response (“Spartan ER”), American Emergency Vehicles (“AEV”), Leader Emergency Vehicles (“Leader”), Horton Emergency Vehicles (“Horton”), REV Group Orlando, Capacity and LayMor. These businesses manufacture, market and distribute commercial and custom fire and ambulance vehicles primarily for fire departments, airports, other governmental units, contractors, hospitals and other care providers in the United States and other countries; trucks used in terminal type operations, i.e., rail yards, warehouses, rail terminals and shipping terminals/ports; and industrial sweepers for both the commercial and rental markets.

Recreational Vehicles: This segment includes REV Recreation Group, Renegade, Midwest, Lance and Goldshield Fiberglass, Inc., and their respective manufacturing facilities, service and parts divisions. REV Recreation Group primarily manufactures, markets and distributes Class A RVs in both gas and diesel models, and also distributes Class B and Class C RVs. Renegade primarily manufactures, markets and distributes Class C and “Super C” RVs. Midwest manufactures, markets and distributes Class B RVs and luxury vans. Lance manufactures, markets and distributes truck campers and towable campers. Goldshield manufactures, markets and distributes fiberglass reinforced molded parts to a diverse cross section of original equipment manufacturers and other commercial and industrial customers, including various components for REV Recreation Group’s Fleetwood family of brands.

For purposes of measuring financial performance of its business segments, the Company does not allocate to individual business segments costs or items that are of a corporate nature. The caption “Corporate, Other & Elims” includes corporate expenses, results of insignificant operations, intersegment eliminations and income and expense not allocated to reportable segments.

Total assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment and certain other assets pertaining to corporate and other centralized activities.

Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing which is intended to be reflective of the contribution made by the supplying business segment. All intersegment transactions have been eliminated in consolidation.

Selected financial information of the Company’s segments is as follows:

	Three Months Ended April 30, 2025
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	453.9	$	175.3	$	(0.1	)	$	629.1
Depreciation and amortization	$	4.0	$	1.5	$	0.6		$	6.1
Capital expenditures	$	9.0	$	1.2	$	1.2		$	11.4
Total assets	$	817.4	$	350.0	$	60.2		$	1,227.6
Adjusted EBITDA	$	56.3	$	10.9	$	(8.3	)

	Three Months Ended April 30, 2024
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	437.4	$	179.7	$	(0.2	)	$	616.9
Depreciation and amortization	$	4.4	$	1.6	$	0.5		$	6.5
Capital expenditures	$	3.8	$	0.9	$	1.2		$	5.9
Total assets	$	873.6	$	392.1	$	64.7		$	1,330.4
Adjusted EBITDA	$	33.8	$	12.1	$	(8.4	)

	Six Months Ended April 30, 2025
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	824.1	$	330.3	$	(0.2	)	$	1,154.2
Depreciation and amortization	$	7.9	$	3.0	$	1.2		$	12.1
Capital expenditures	$	13.1	$	1.7	$	1.5		$	16.3
Total assets	$	817.4	$	350.0	$	60.2		$	1,227.6
Adjusted EBITDA	$	91.5	$	20.1	$	(15.9	)

17

	Six Months Ended April 30, 2024
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	854.6	$	349.1	$	(0.8	)	$	1,202.9
Depreciation and amortization	$	8.7	$	3.2	$	1.1		$	13.0
Capital expenditures	$	7.7	$	6.5	$	2.2		$	16.4
Total assets	$	873.6	$	392.1	$	64.7		$	1,330.4
Adjusted EBITDA	$	60.0	$	23.7	$	(15.7	)

In considering the financial performance of the business, the chief operating decision maker analyzes the primary financial performance measure of Adjusted EBITDA. Adjusted EBITDA is defined as net income or net loss for the relevant period before depreciation and amortization, interest expense, and income taxes, as adjusted for items management believes are not indicative of the Company’s ongoing operating performance. Adjusted EBITDA is not a measure defined by U.S. GAAP but is computed using amounts that are determined in accordance with U.S. GAAP. A reconciliation of this performance measure to net income is included below.

The Company believes Adjusted EBITDA is useful to investors and used by management for measuring profitability because the measure excludes the impact of certain items which management believes have less bearing on the Company’s core operating performance, and allows for a more meaningful comparison of operating fundamentals between companies within its industries. Additionally, Adjusted EBITDA is used by management to measure and report the Company’s financial performance to the Company’s Board of Directors, assists in providing a meaningful analysis of the Company’s operating performance and is used as a measurement in incentive compensation for management.

Provided below is a reconciliation of segment Adjusted EBITDA to Net income:

	Three Months Ended April 30,						Six Months Ended April 30,
	2025			2024			2025			2024
Specialty Vehicles Adjusted EBITDA	$	56.3		$	33.8		$	91.5		$	60.0
Recreational Vehicles Adjusted EBITDA		10.9			12.1			20.1			23.7
Corporate and Other Adjusted EBITDA		(8.3	)		(8.4	)		(15.9	)		(15.7	)
Depreciation and amortization		(6.1	)		(6.5	)		(12.1	)		(13.0	)
Interest expense, net		(6.4	)		(6.5	)		(12.4	)		(13.4	)
Benefit (provision) for income taxes		5.7			(2.7	)		1.9			(64.1	)
Transaction expenses		—			(1.4	)		—			(6.4	)
Sponsor expense reimbursement		—			—			—			(0.2	)
Restructuring		—			(3.7	)		—			(4.5	)
Restructuring related charges		—			—			—			(6.1	)
Impairment charges		—			—			—			(12.6	)
Stock-based compensation expense		(3.1	)		(3.0	)		(5.9	)		(5.9	)
Legal matters		—			—			—			(2.9	)
Gain on sale of business		—			1.5			—			259.0
Loss on assets held for sale		(30.0	)		—			(30.0	)		—
Net income	$	19.0		$	15.2		$	37.2		$	197.9

Note 15. Shareholders' Equity

Share Repurchases: On June 1, 2023, the Company’s Board of Directors approved a new share repurchase program that allowed the repurchase of up to $175.0 million of the Company’s outstanding common stock (“The 2023 Repurchase Program”). The 2023 Repurchase Program replaced the previous repurchase program. The 2023 Repurchase Program would have expired 24 months after the approval date and gave management flexibility to determine conditions under which the shares may be purchased, subject to certain limitations. During the three and six months ended April 30, 2024, the Company repurchased and retired 8,000,000 shares under this repurchase program at a total cost of $126.1 million and at a price of approximately $15.76 per share, excluding commissions, fees and excise taxes.

18

On December 5, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $250.0 million of the Company’s outstanding common stock (the “2024 Repurchase Program”). The 2024 Repurchase Program replaced the 2023 Repurchase Program. The 2024 Repurchase Program expires 24 months after the authorization date and gives management flexibility to determine the conditions under which shares may be purchased from time to time through a variety of methods, including in privately negotiated or open market transactions, such as pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act or a combination of methods. The 2024 Repurchase Program does not obligate the Company to acquire any specific number of shares and it can be suspended or discontinued at any time without notice. During the three and six months ended April 30, 2025, the Company repurchased and retired 2,877,814 and 3,456,979 shares under the 2024 Share Repurchase Program at a cost of $88.4 million and $107.6 million and at an average price of approximately $30.70 and $31.10 per share, excluding commissions, fees and excise taxes, respectively.

Special Dividend: On February 16, 2024, the Company paid the previously declared special cash dividend equal to $3.00 per share of common stock to shareholders of record on February 9, 2024.

Offerings: On February 20, 2024, the Company closed the first of the Offerings, which included the sale of 18,400,000 shares of its common stock by AIP. 10,400,000 of these shares were sold to the public at the public offering price of $16.50 per share. As previously noted, the Company repurchased from the underwriters 8,000,000 of the shares at a price per common share of approximately $15.76, which is equal to the price paid by the underwriters to AIP.

On March 15, 2024, the Company closed the second of the Offerings, which included the sale of 7,395,191 shares of the Company’s common stock by AIP, at a public offering price of $18.00 per share.

The Company did not sell any shares of common stock and did not receive any proceeds from the Offerings. The Company incurred approximately $1.4 million in offering costs during the three and six months ended April 30, 2024, which were included within Selling, general and administrative expenses in the Company’s Condensed Unaudited Consolidated Statements of Income and Comprehensive Income.

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This management’s discussion and analysis should be read in conjunction with the Condensed Unaudited Consolidated Financial Statements contained in this Form 10-Q as well as the Management’s Discussion and Analysis and Risk Factors and audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K filed on December 11, 2024.

Overview

REV Group companies are leading designers, manufacturers and distributors of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base, primarily in North America, through our two segments. We provide customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (recreational vehicles). Our diverse portfolio is made up of well-established principal vehicle brands, including many of the most recognizable names within their industry.

Segments

Specialty Vehicles – Our Specialty Vehicles segment sells (i) fire apparatus equipment under the E-ONE, KME, and Ferrara brands, and Spartan ER, which consists of the Spartan Emergency Response, Smeal, Spartan Fire Chassis, and Ladder Tower brands, (ii) ambulances under the AEV, Horton, Leader, Road Rescue and Wheeled Coach brands, and (iii) terminal trucks and sweepers under the Capacity and Laymor brands, respectively. We believe we have one of the industry’s broadest portfolios of products including Type I ambulances (aluminum body mounted on a heavy truck-style chassis), Type II ambulances (van conversion ambulance), Type III ambulances (aluminum body mounted on a van-style chassis), pumpers (fire apparatus on a custom or commercial chassis with a water pump and water tank to extinguish fires), aerial trucks (fire apparatus with stainless steel or aluminum ladders), tanker trucks, rescues, aircraft rescue firefighting (“ARFF”), custom cabs & chassis, terminal trucks (specialized vehicles which move freight in warehouses, intermodal yards, distribution and fulfillment centers and ports), and sweepers (three- and four-wheel versions used in road construction activities). Each of our individual brands is distinctly positioned and targets certain price and feature points in the market such that dealers often carry, and customers often buy, more than one product type from our Specialty Vehicles brands.

Recreational Vehicles – Our Recreational Vehicles segment serves the RV market through the following principal brands: American Coach, Fleetwood RV, Holiday Rambler, Renegade RV, Midwest Automotive Designs, and Lance Camper. We believe our brand portfolio contains some of the longest standing, most recognized brands in the RV industry. Our products in the Recreational Vehicles segment include Class A motorized RVs (motorhomes built on a heavy-duty chassis with either diesel or gas engine configurations), Class C and “Super C” motorized RVs (motorhomes built on a van or commercial truck chassis), Class B RVs (motorhomes built out within a van chassis and high-end luxury van conversions), and towable travel trailers and truck campers. The Recreational Vehicles segment also includes Goldshield Fiberglass, which produces a wide range of custom molded fiberglass products for the Fleetwood family of brands, other RV manufacturers, and broader industrial markets.

Factors Affecting Our Performance

The primary factors affecting our results of operations include:

General Economic Conditions

Our business is impacted by the U.S. economic environment, employment levels, consumer confidence, municipal spending, municipal tax receipts, changes in interest rates and instability in securities markets around the world, among other factors. In particular, changes in the U.S. economic climate can impact demand in key end markets. In addition, we are susceptible to supply chain disruptions resulting from the impact of tariffs, changes in U.S. and foreign trade policies, trade restrictions, and global macro-economic factors which can have a dramatic effect, either directly or indirectly, on the availability, lead-times and costs associated with raw materials and parts.

RV purchases are discretionary in nature and therefore sensitive to the cost and availability of financing, consumer confidence, unemployment levels, levels of disposable income and changing levels of consumer home equity, among other factors. RV markets are affected by general U.S. and global economic conditions, which create risks that future economic downturns will further reduce consumer demand and negatively impact our sales.

20

While less economically sensitive than the Recreational Vehicles segment, the Specialty Vehicles segment is also impacted by the overall economic environment. For example, local tax revenues are an important source of funding for fire and ambulance purchases from emergency response departments. Volatility in tax revenues or availability of funds via budgetary appropriation can have a negative impact on the demand for these products. Additionally, these products are typically a larger cost item for municipalities and their service life is relatively long, making the purchase more deferrable, which can result in reduced demand for our products.

Seasonality

In a typical year, our operating results are impacted by seasonality. Historically, the slowest sales volume quarter has been the first fiscal quarter when the purchasing seasons for vehicles, such as RVs, are the lowest due to the colder weather and the relatively long time until the summer vacation season. Our first fiscal quarter also has fewer working days to complete and ship units due to the number of holidays and related vacation taken by employees. Sales of our products have typically been higher in the second, third and fourth fiscal quarters (with the fourth fiscal quarter typically being the strongest) due to better weather, the vacation season, buying habits of RV dealers and end-users, and timing of government and municipal customer fiscal years. Our quarterly results of operations, cash flows, and liquidity are likely to be impacted by these seasonal patterns. Sales and earnings for other vehicles that we produce, such as essential emergency vehicles, are less seasonal, but fluctuations in sales of these vehicles can also be impacted by timing surrounding the fiscal years of municipalities and commercial customers, as well as the timing and amounts of multi-unit orders.

Impact of Acquisitions and Divestitures

We actively evaluate opportunities to improve and expand our business through targeted acquisitions that are consistent with our strategy. We also may dispose of certain components of our business that no longer fit within our overall strategy. Historically, a significant component of our growth has been through acquisitions of businesses. We typically incur upfront costs as we integrate acquired businesses and implement our operating philosophy at newly acquired companies, including consolidation of supplies and materials purchases, improvements to production processes, and other restructuring initiatives. The benefits of these acquisition, integration, and divestiture activities may not positively impact our financial results until subsequent periods, if at all.

In the first quarter of fiscal year 2024, we sold Collins. Refer to Note 7, Divestiture Activities and Held for Sale, of the Notes to the Condensed Unaudited Consolidated Financial Statements for further details. During the first quarter of fiscal year 2024, we announced the discontinuation of manufacturing operations at ENC. Subsequently, in the fourth quarter of fiscal year 2024, we sold ENC. Collins and ENC are collectively referred to as the “Bus Manufacturing Businesses”.

Results of Operations

	Three Months Ended April 30,						Six Months Ended April 30,
($ in millions)	2025			2024			2025			2024
Net sales	$	629.1		$	616.9		$	1,154.2		$	1,202.9
Gross profit		95.7			77.3			165.5			140.2
Selling, general and administrative		46.0			50.7			87.8			106.7
Restructuring		—			3.7			—			4.5
Impairment charges		—			—			—			12.6
Gain on sale of business		—			(1.5	)		—			(259.0	)
Loss on assets held for sale		30.0			—			30.0			—
(Benefit) provision for income taxes		(5.7	)		2.7			(1.9	)		64.1
Net income		19.0			15.2			37.2			197.9
Net income per common share:
Basic	$	0.38		$	0.29		$	0.73		$	3.53
Diluted		0.38			0.28			0.72			3.49
Dividends declared per common share		0.06			0.05			0.12			3.10
Adjusted EBITDA	$	58.9		$	37.5		$	95.7		$	68.0
Adjusted Net Income		35.4			20.9			56.3			35.6

21

Net Sales	Three Months Ended April 30,							Six Months Ended April 30,
($ in millions)	2025		Change			2024		2025		Change			2024
Net sales	$	629.1		2.0	%	$	616.9	$	1,154.2		-4.0	%	$	1,202.9

Net Sales: Consolidated net sales increased $12.2 million for the three months ended April 30, 2025 compared to the prior year quarter. Excluding the impact of the Bus Manufacturing Businesses, net sales increased $45.1 million, or 7.7% compared to the prior year quarter. The increase in net sales, excluding the impact of the Bus Manufacturing Businesses, was primarily due to higher net sales in the Specialty Vehicles segment, partially offset by lower net sales in the Recreational Vehicles segment. The increase within the Specialty Vehicles segment, excluding the impact of the Bus Manufacturing Businesses, was primarily due to increased shipments of fire apparatus and price realization, partially offset by an unfavorable mix of fire apparatus. The decrease within the Recreational Vehicles segment was primarily due to lower unit shipments and increased dealer assistance, partially offset by pricing actions.

Consolidated net sales decreased $48.7 million for the six months ended April 30, 2025 compared to the prior year period. Excluding the impact of the Bus Manufacturing Businesses, net sales increased $60.8 million, or 5.6%, for the six months ended April 30, 2025 compared to the prior year period. The increase in net sales is primarily due to higher net sales within the Specialty Vehicles segment, partially offset by lower net sales in the Recreational Vehicles segment. The increase within the Specialty Vehicles segment, excluding the impact of the Bus Manufacturing Businesses, was primarily due to increased shipments of fire apparatus and price realization, partially offset by an unfavorable mix of fire apparatus. The decrease within the Recreational Vehicles segment was primarily due to lower unit shipments and increased dealer assistance, partially offset by pricing actions.

Gross Profit	Three Months Ended April 30,									Six Months Ended April 30,
($ in millions)	2025			Change			2024			2025			Change			2024
Gross profit	$	95.7			23.8	%	$	77.3		$	165.5			18.0	%	$	140.2
% of net sales		15.2	%					12.5	%		14.3	%					11.7	%

Gross Profit: Consolidated gross profit increased $18.4 million for the three months ended April 30, 2025 compared to the prior year quarter. Excluding the impact of the Bus Manufacturing Businesses, gross profit increased 21.3 million, or 28.6% compared to the prior year quarter. The increase in gross profit, excluding the impact of the Bus Manufacturing Businesses, was primarily attributable to higher net sales and gross margin within the Specialty Vehicles segment, partially offset by lower net sales and gross margin in the Recreational Vehicles segment.

Consolidated gross profit increased $25.3 million for the six months ended April 30, 2025 compared to the prior year period. Excluding the impact of the Bus Manufacturing Businesses, gross profit increased $35.6 million, or 27.4%, for the six months ended April 30, 2025 compared to the prior year period. The increase in gross profit was primarily attributable to higher net sales and gross margin in the Specialty Vehicles segment, partially offset by lower net sales and gross margin within the Recreational Vehicles segment.

Selling, General and Administrative	Three Months Ended April 30,							Six Months Ended April 30,
($ in millions)	2025		Change			2024		2025		Change			2024
Selling, general and administrative	$	46.0		-9.3	%	$	50.7	$	87.8		-17.7	%	$	106.7

Selling, General and Administrative: Consolidated selling, general and administrative (“SG&A”) costs decreased $4.7 million for the three months ended April 30, 2025 compared to the prior year quarter. The decrease in SG&A costs for the three months ended April 30, 2025 was primarily due to the non-recurrence of transaction expenses related to the Offerings in the second quarter of fiscal year 2024 and a decrease of SG&A costs attributable to the Bus Manufacturing Businesses.

Consolidated SG&A costs decreased $18.9 million for the six months ended April 30, 2025 compared to the prior year period. The decrease in SG&A costs for the six months ended April 30, 2025 was primarily due to the non-recurrence of transaction expenses related to the Offerings and the sale of Collins in fiscal year 2024 and a decrease in SG&A attributable to the Bus Manufacturing Businesses.

22

Restructuring	Three Months Ended April 30,							Six Months Ended April 30,
($ in millions)	2025		Change			2024		2025		Change			2024
Restructuring	$	—		-100.0	%	$	3.7	$	—		-100.0	%	$	4.5

Restructuring: Consolidated restructuring costs were $3.7 million and $4.5 million for the three and six months ended April 30, 2024, respectively. These restructuring costs were due to costs associated with the discontinuation of manufacturing operations at the Company's ENC facility, as announced in the first quarter of fiscal year 2024.

Impairment Charges	Three Months Ended April 30,					Six Months Ended April 30,
(in millions)	2025		Change	2024		2025		Change			2024
Impairment charges	$	—	N/M	$	—	$	—		-100.0	%	$	12.6

Impairment Charges: Consolidated impairment charges were $12.6 million for the six months ended April 30, 2024. These impairment charges were primarily related to the discontinuation of manufacturing operations at the Company's ENC facility, as announced in the first quarter of fiscal year 2024.

Gain on sale of business	Three Months Ended April 30,								Six Months Ended April 30,
($ in millions)	2025		Change			2024			2025		Change			2024
Gain on sale of business	$	—		-100.0	%	$	(1.5	)	$	—		-100.0	%	$	(259.0	)

Gain on Sale of Business: Consolidated gain on sale of business was $1.5 million for the three months ended April 30, 2024. The gain on sale of business was due to the sale of the Fire RTC business in the second quarter of fiscal year 2024.

Consolidated gain on sale of business was $259.0 million for the six months ended April 30, 2024. The gain on sale of business was due to the sales of the Collins and Fire RTC businesses in the first and second quarters of fiscal year 2024.

Loss on assets held for sale	Three Months Ended April 30,							Six Months Ended April 30,
($ in millions)	2025		Change			2024		2025		Change			2024
Loss on assets held for sale	$	30.0		100.0	%	$	—	$	30.0		100.0	%	$	—

Loss on Assets Held for Sale: Consolidated loss on assets held for sale was $30.0 million for the three and six months ended April 30, 2025. The loss on assets held for sale was due to the strategic decision to exit the non-motorized recreational vehicle manufacturing business through the pursuit of a sale of certain businesses within the Recreational Vehicles segment. The assets and liabilities to be divested in connection with this transaction met the criteria for held for sale as of April 30, 2025. The carrying value of the assets held for sale was greater than the expected sales proceeds, less expected costs to sell, resulting in a non-cash loss of $30.0 million.

(Benefit) provision for income taxes	Three Months Ended April 30,								Six Months Ended April 30,
($ in millions)	2025			Change			2024		2025			Change			2024
(Benefit) provision for income taxes	$	(5.7	)		-311.1	%	$	2.7	$	(1.9	)		-103.0	%	$	64.1

(Benefit) Provision for Income Taxes: Consolidated income tax benefit was $5.7 million for the three months ended April 30, 2025, or 42.9% of pre-tax income, compared to $2.7 million of expense, or 15.1% of pre-tax income, for the three months ended April 30, 2024. Income tax benefit for the three months ended April 30, 2025 was favorably impacted by $16.6 million of net discrete tax benefit, primarily related to basis differences on assets held for sale. Income tax expense for the three months ended April 30, 2024 was favorably impacted by $1.2 million of net discrete tax benefit, primarily related to the conclusion of an IRS examination.

Consolidated income tax benefit was $1.9 million for the six months ended April 30, 2025, or 5.4% of pre-tax income, compared to $64.1 million of expense, or 24.5% of pre-tax income, for the six months ended April 30, 2024. Income tax benefit for the six months ended April 30, 2025 were favorably impacted by $18.3 million of net discrete tax benefit, primarily related to basis differences on assets held for sale. Income tax expense for the six months ended April 30, 2024 were unfavorably impacted by $62.2 million of net discrete tax expense, primarily related to gain on sale of Collins.

23

Net income	Three Months Ended April 30,							Six Months Ended April 30,
($ in millions)	2025		Change			2024		2025		Change			2024
Net income	$	19.0		25.0	%	$	15.2	$	37.2		-81.2	%	$	197.9

Net income: Consolidated net income increased $3.8 million for the three months ended April 30, 2025 compared to the prior year quarter primarily due to the factors detailed above.

Consolidated net income decreased $160.7 million for the six months ended April 30, 2025 compared to the prior year period primarily due to the factors detailed above.

Adjusted EBITDA	Three Months Ended April 30,							Six Months Ended April 30,
($ in millions)	2025		Change			2024		2025		Change			2024
Adjusted EBITDA	$	58.9		57.1	%	$	37.5	$	95.7		40.7	%	$	68.0

Consolidated Adjusted EBITDA increased $21.4 million for the three months ended April 30, 2025 compared to the prior year quarter. Excluding the impact of the Bus Manufacturing Businesses, Consolidated Adjusted EBITDA increased $22.9 million, or 63.6% compared to the prior year quarter. The increase was primarily due to the higher contribution from the Specialty Vehicles segment, partially offset by lower results in the Recreational Vehicles segment.

Consolidated Adjusted EBITDA increased $27.7 million for the six months ended April 30, 2025 compared to the prior year period. Excluding the impact of the Collins divestiture, Adjusted EBITDA increased $39.1 million, or 69.1%, for the six months ended April 30, 2025 compared to the prior year period. The increase was primarily due to the higher contribution from the Specialty Vehicles segment, partially offset by lower results in the Recreational Vehicles segment.

Adjusted Net Income	Three Months Ended April 30,							Six Months Ended April 30,
($ in millions)	2025		Change			2024		2025		Change			2024
Adjusted Net Income	$	35.4		69.4	%	$	20.9	$	56.3		58.1	%	$	35.6

Consolidated Adjusted Net Income increased $14.5 million for the three months ended April 30, 2025 compared to the prior year quarter, primarily due to an increase in Adjusted Net Income in the Specialty Vehicles segment, partially offset by a decrease in Adjusted Net Income in the Recreational Vehicles segment.

Consolidated Adjusted Net Income increased $20.7 million for the six months ended April 30, 2025 compared to the prior year period, primarily due to an increase in Adjusted Net Income in the Specialty Vehicles segment, partially offset by a decrease in Adjusted Net Income in the Recreational Vehicles segment.

Refer to Adjusted EBITDA and Adjusted Net Income section of this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q for a reconciliation of Net income to Adjusted EBITDA and Adjusted Net Income.

Specialty Vehicles Segment

	Three Months Ended April 30,									Six Months Ended April 30,
($ in millions)	2025			Change			2024			2025			Change			2024
Net sales	$	453.9			3.8	%	$	437.4		$	824.1			-3.6	%	$	854.6
Adjusted EBITDA		56.3			66.6	%		33.8			91.5			52.5	%		60.0
Adjusted EBITDA % of net sales		12.4	%					7.7	%		11.1	%					7.0	%

Specialty Vehicles segment net sales increased $16.5 million for the three months ended April 30, 2025 compared to the prior year quarter. Excluding the impact of the Bus Manufacturing Businesses, net sales increased $49.4 million, or 12.2% compared to the prior year quarter. The increase in net sales was primarily due to increased shipments of fire apparatus and price realization, partially offset by an unfavorable mix of fire apparatus.

24

Specialty Vehicles segment net sales decreased $30.5 million for the six months ended April 30, 2025 compared to the prior year period. Excluding the impact of the Bus Manufacturing Businesses, net sales increased $79.0 million, or 10.6%, for the six months ended April 30, 2025 compared to the prior year period. The increase in net sales was primarily due to increased shipments of fire apparatus and price realization, partially offset by an unfavorable mix of fire apparatus.

Specialty Vehicles segment Adjusted EBITDA increased $22.5 million for the three months ended April 30, 2025 compared to the prior year quarter. Excluding the impact of the Bus Manufacturing Businesses, Adjusted EBITDA increased $24.0 million, or 74.3%. The increase, excluding the impact of the Bus Manufacturing Businesses, was primarily due to increased shipments of fire apparatus and price realization, partially offset by an unfavorable mix of fire apparatus and inflationary pressures.

Specialty Vehicles segment Adjusted EBITDA increased $31.5 million for the six months ended April 30, 2025 compared to the prior year period. Excluding the impact of the Bus Manufacturing Businesses, Adjusted EBITDA increased $42.9 million, or 88.3%, for the six months ended April 30, 2025 compared to the prior year period. The increase was primarily due to increased shipments of fire apparatus and price realization, partially offset by an unfavorable mix of fire apparatus and inflationary pressures.

Recreational Vehicles segment

	Three Months Ended April 30,									Six Months Ended April 30,
($ in millions)	2025			Change			2024			2025			Change			2024
Net sales	$	175.3			-2.4	%	$	179.7		$	330.3			-5.4	%	$	349.1
Adjusted EBITDA		10.9			-9.9	%		12.1			20.1			-15.2	%		23.7
Adjusted EBITDA % of net sales		6.2	%					6.7	%		6.1	%					6.8	%

Recreational Vehicles segment net sales decreased $4.4 million for the three months ended April 30, 2025 compared to the prior year quarter. The decrease in net sales compared to the prior year quarter was primarily due to lower unit shipments and increased dealer assistance on certain models, partially offset by pricing actions.

Recreational Vehicles segment net sales decreased $18.8 million for the six months ended April 30, 2025 compared to the prior year period. The decrease was primarily due to lower unit shipments, partially offset by favorable product mix in certain categories.

Recreational Vehicles segment Adjusted EBITDA decreased $1.2 million for the three months ended April 30, 2025 compared to the prior year quarter. The decrease was primarily due to lower unit shipments and increased dealer assistance on certain models, partially offset by pricing actions and cost reduction initiatives.

Recreational Vehicles segment Adjusted EBITDA decreased $3.6 million for the six months ended April 30, 2025 compared to the prior year period. The decrease was primarily due to lower unit shipments and increased dealer assistance on certain models, partially offset by pricing actions and cost reduction initiatives.

Backlog

Backlog represents orders received from dealers or directly from end customers. The following table presents a summary of our backlog by segment:

($ in millions)	April 30, 2025		January 31, 2025		April 30, 2024
Specialty Vehicles	$	4,282.0	$	4,226.1	$	4,064.4
Recreational Vehicles		267.9		264.5		274.7
Total Backlog	$	4,549.9	$	4,490.6	$	4,339.1

Orders from our dealers and end customers are evidenced by a contract or firm purchase order or, in the case of the Recreational Vehicles segment and certain orders in our Specialty Vehicles segment, a reserved production slot. These orders are reported in our backlog at the aggregate selling prices, net of discounts or allowances. Orders included in the Recreational Vehicles segment backlog and certain orders within the Specialty Vehicles segment backlog generally can be cancelled or postponed at the option of the dealer at any time without penalty. As a result, this backlog may not necessarily be an accurate measure of future sales.

25

As of April 30, 2025, our backlog was $4,549.9 million compared to $4,339.1 million as of April 30, 2024, the latter of which included $54.8 million related to the Bus Manufacturing Businesses. The increase in consolidated backlog was due to an increase within the Specialty Vehicles segment, partially offset by a decrease within the Recreational Vehicles segment. Specialty Vehicles segment backlog, excluding the impact of the Bus Manufacturing Businesses, increased $272.4 million compared to the prior year quarter, primarily due to continued demand and order intake for fire apparatus and ambulance units and pricing actions, partially offset by increased production and shipments of fire apparatus. Recreational Vehicles segment backlog decreased $6.8 million compared to the prior year quarter, and was primarily the result of lower order intake in certain categories.

Liquidity and Capital Resources

General

Our primary requirements for liquidity and capital resources are to fund our working capital needs, to improve and expand existing manufacturing facilities, for debt service payments, for general corporate needs and for share repurchases. Historically, these cash requirements have been met through cash provided by operating activities and borrowings under our Amended 2021 ABL Facility.

We currently anticipate that our available sources of liquidity and capital will be sufficient to finance our continued operations and growth strategy for at least the next twelve months and thereafter for the foreseeable future. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.

Cash Flow

The following table shows summary cash flows for the six months ended April 30, 2025 and April 30, 2024:

	Six Months Ended April 30,
($ in millions)	2025			2024
Net cash provided by (used in) operating activities	$	103.9		$	(29.6	)
Net cash (used in) provided by investing activities		(15.9	)		301.9
Net cash used in financing activities		(83.8	)		(255.4	)
Net increase in cash and cash equivalents	$	4.2		$	16.9

Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities for the six months ended April 30, 2025 was $103.9 million and was primarily related to cash related net income generated during the period, the timing of accounts payable payments, lower inventory purchases and higher receipts of customer advances, partially offset by the timing of accounts receivable collections. Net cash used in operating activities for the six months ended April 30, 2024 was $29.6 million and was primarily related to the income tax payments associated with the sale of Collins, timing of accounts payable payments and lower receipts of customer advances.

Net Cash (Used in) Provided by Investing Activities

Net cash used in investing activities for the six months ended April 30, 2025 was $15.9 million and was related to cash paid for capital expenditures. Net cash provided by investing activities for the six months ended April 30, 2024 was $301.9 million and was related to the cash received in connection with the sale of Collins, partially offset by cash paid for capital expenditures.

Net Cash Used in Financing Activities

Net cash used in financing activities for the six months ended April 30, 2025 was $83.8 million, which primarily consisted of repurchases of stock of $107.6 million and dividends paid of $7.0 million, partially offset by net proceeds from the revolving credit facility of $45.0 million. Net cash used in financing activities for the six months ended April 30, 2024 was $255.4 million, which primarily consisted of share repurchases of $126.1 million and dividends paid of $185.5 million, partially offset by net proceeds from the revolving credit facility of $70.0 million.

Dividends

Subject to legally available funds and the discretion of our board of directors, we expect to pay a quarterly cash dividend at the rate of $0.06 per share on our common stock. During the second quarter of fiscal year 2025, we paid cash dividends of $3.1 million.

Our dividend policy has certain risks and limitations, particularly with respect to liquidity. The dividend payment is at the discretion of our Board of Directors, and we may not pay dividends according to our policy, or at all. We cannot assure that we will declare dividends or have sufficient funds to pay dividends on our common stock in the future.

26

Share Repurchases

During the three and six months ended April 30, 2025 the Company repurchased and retired 2,877,814 and 3,456,979 shares under the 2024 Share Repurchase Program at a cost of $88.4 million and $107.6 million and at an average price of approximately $30.70 and $31.10 per share, excluding commissions, fees and excise taxes, respectively.

ABL Facility

On February 20, 2025, the Company entered into a third amendment to its then existing ABL agreement (the “2021 ABL Agreement” or the “2021 ABL Facility”), hereafter referred to as the “Amended 2021 ABL Agreement” or the “Amended 2021 ABL Facility”. The Amended 2021 ABL Facility provides for revolving loans and letters of credit in an aggregate amount of up to $450.0 million. The total credit facility is subject to a $45.0 million sublimit for swing line loans and a $35.0 million sublimit for letters of credit (plus up to an additional $20.0 million of letters of credit at issuing bank’s discretion), along with certain borrowing base and other customary restrictions as defined in the Amended 2021 ABL Agreement. The Amended 2021 ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions. Subject to certain conditions and limitations set forth in the Amended 2021 ABL Agreement, the Company is also permitted to enter into an additional secured term loan credit facility with financial institutions acceptable to the administrative agent. The debt issuance costs capitalized in connection with the Amended 2021 ABL Facility less accumulated amortization are included in Other long-term assets in the Company’s Condensed Unaudited Consolidated Balance Sheets. The debt issuance costs are amortized over the life of the debt on a straight-line basis. The Amended 2021 ABL Facility matures on February 20, 2030. The Company may prepay principal, in whole or in part, at any time without penalty.

The Company would become subject to compliance with a 1.0 to 1.0 minimum fixed charge coverage ratio financial covenant under the Amended 2021 ABL Agreement if the Company’s borrowing base availability falls below the greater of $35.0 million or 12.5% of the borrowing base. As of April 30, 2025, the Company’s outstanding debt under the Amended 2021 ABL Facility was $130.0 million, and the Company’s availability under the Amended 2021 ABL Facility was $263.2 million. Refer to Note 9, Long-Term Debt, of the Notes to the Condensed Unaudited Consolidated Financial Statements for further details.

Adjusted EBITDA and Adjusted Net Income

In considering the financial performance of the business, management analyzes the primary financial performance measures of Adjusted EBITDA and Adjusted Net Income. Adjusted EBITDA is defined as net income or net loss for the relevant period before depreciation and amortization, interest expense, income taxes, and other items described below that we believe are not indicative of our ongoing operating performance. Adjusted Net Income is defined as net income or net loss, as adjusted for certain items described below that we believe are not indicative of our ongoing operating performance.

We believe Adjusted EBITDA and Adjusted Net Income are useful to investors because these performance measures are used by our management and our Board of Directors for measuring and reporting our financial performance and as a measurement in incentive compensation for management. These measures exclude the impact of certain items which we believe have less bearing on our core operating performance because they are items that are not needed or available to our managers in the daily activities of their businesses. We believe that the core operations of our business are those which can be affected by our management in a particular period through their resource allocation decisions that affect the underlying performance of our operations conducted during that period. We also believe that decisions utilizing Adjusted EBITDA and Adjusted Net Income allow for a more meaningful comparison of operating fundamentals between companies within our markets.

To determine Adjusted EBITDA, we adjust net income or net loss for the following items: non-cash depreciation and amortization, interest expense, income taxes and other items as described below. Stock-based compensation expense and sponsor expense reimbursement are excluded from both Adjusted Net Income and Adjusted EBITDA because they represent expenses which cannot be impacted by our business managers. Stock-based compensation expense also reflects a cost which may obscure trends in our underlying vehicle businesses for a given period, due to the timing and nature of the equity awards. We also adjust for exceptional items, which are determined to be those that in management’s judgment are not indicative of our ongoing operating performance and need to be disclosed by virtue of their size, nature or incidence, and include non-cash items and items settled in cash. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence.

Adjusted EBITDA and Adjusted Net Income have limitations as analytical tools. They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition and should not be considered as an alternative to net income or net loss for the period determined in accordance with U.S. GAAP. The most directly comparable U.S. GAAP measure to Adjusted EBITDA and Adjusted Net Income is net income or net loss for the relevant period. Adjusted EBITDA and Adjusted Net Income are not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this performance measure in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with U.S. GAAP. Moreover, such measures do not reflect:

27

•our cash expenditures, or future requirements for capital expenditures or contractual commitments;

•changes in, or cash requirements for, our working capital needs;

•the cash requirements necessary to service interest or principal payments on our debt;

•the cash requirements to pay our taxes.

The following table reconciles Net income to Adjusted EBITDA for the periods presented:

	Three Months Ended April 30,						Six Months Ended April 30,
($ in millions)	2025			2024			2025			2024
Net income	$	19.0		$	15.2		$	37.2		$	197.9
Depreciation and amortization		6.1			6.5			12.1			13.0
Interest expense, net		6.4			6.5			12.4			13.4
(Benefit) provision for income taxes		(5.7	)		2.7			(1.9	)		64.1
EBITDA		25.8			30.9			59.8			288.4
Transaction expenses (a)		—			1.4			—			6.4
Sponsor expense reimbursement (b)		—			—			—			0.2
Restructuring (c)		—			3.7			—			4.5
Restructuring related charges (d)		—			—			—			6.1
Impairment charges (e)		—			—			—			12.6
Stock-based compensation expense (f)		3.1			3.0			5.9			5.9
Legal matters (g)		—			—			—			2.9
Gain on sale of business (h)		—			(1.5	)		—			(259.0	)
Loss on assets held for sale (i)		30.0			—			30.0			—
Adjusted EBITDA	$	58.9		$	37.5		$	95.7		$	68.0

The following table reconciles Net income to Adjusted Net Income for the periods presented:

	Three Months Ended April 30,						Six Months Ended April 30,
($ in millions)	2025			2024			2025			2024
Net income	$	19.0		$	15.2		$	37.2		$	197.9
Amortization of intangible assets		0.6			0.6			1.2			1.2
Transaction expenses (a)		—			1.4			—			6.4
Sponsor expense reimbursement (b)		—			—			—			0.2
Restructuring (c)		—			3.7			—			4.5
Restructuring related charges (d)		—			—			—			6.1
Impairment charges (e)		—			—			—			12.6
Stock-based compensation expense (f)		3.1			3.0			5.9			5.9
Legal matters (g)		—			—			—			2.9
Gain on sale of business (h)		—			(1.5	)		—			(259.0	)
Loss on assets held for sale (i)		30.0			—			30.0			—
Income tax effect of adjustments (j)		(17.3	)		(1.5	)		(18.0	)		56.9
Adjusted Net Income	$	35.4		$	20.9		$	56.3		$	35.6

(a)Reflects costs incurred in connection with business acquisitions, dispositions, and capital market transactions. Transaction expenses for the three months ended April 30, 2024 include costs incurred in connection with the Offerings. Transaction expenses for the six months ended April 30, 2024 include costs incurred in connection with the Offerings and expenses that were incurred in connection with the sale of Collins, which consist primarily of success bonuses and legal and accounting expenses.

(b)Reflects the reimbursement of expenses to our former equity sponsor.

(c)Reflects restructuring costs incurred in connection with the discontinuation of manufacturing operations at the Company’s ENC facility.

(d)Reflects costs that are directly attributable to restructuring activities that do not meet the definition of, or qualify as, restructuring costs under ASC 420. Restructuring related charges for the six months ended April 30, 2024, which consist primarily of write offs of inventory associated with next generation propulsion technology, were incurred in connection with the discontinuation of manufacturing operations at the Company’s ENC facility.

28

(e)Reflects charges for the impairment of intangible and fixed assets primarily associated with the discontinuation of manufacturing operations at the Company’s ENC facility.

(f)Reflects expenses associated with the vesting of equity awards, including employer payroll taxes.

(g)Reflects costs incurred to litigate and settle legal claims which are outside the normal course of business.

(h)Gain on sale of business for the three months ended April 30, 2024 reflects the pre-tax gain recognized in connection with the sale of Fire RTC. Gain on sale of business for the six months ended April 30, 2024 reflects the pre-tax gain recognized in connection with the sale of Collins and Fire RTC.

(i)Reflects the loss on held for sale related to the pursuit of a sale of certain businesses within the Recreation Vehicles segment.

(j)Income tax effect of adjustments using estimated tax rates.

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any off-balance sheet arrangements or relationships with entities that are not consolidated into or disclosed in our consolidated financial statements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures and capital resources. In addition, we do not engage in trading activities involving non-exchange traded contracts. Refer to Note 13, Commitments and Contingencies, of the Notes to Condensed Unaudited Consolidated Financial Statements for additional discussion.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates, assumptions and judgments that affect amounts reported in the consolidated financial statements and accompanying notes. Our disclosures of critical accounting policies are reported in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

Recent Accounting Pronouncements

Refer to Note 1 of the Notes to Condensed Unaudited Consolidated Financial Statements for a discussion of the impact on our financial statements of new accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our exposure to interest rate risk, foreign exchange risk and commodity price risk from the information provided in our Annual Report on Form 10-K filed on December 11, 2024.

Item 4. Controls and Procedures.

We maintain “disclosure controls and procedures”, as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of April 30, 2025.

During the quarter ended April 30, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

29

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our legal proceedings, if applicable, refer to Note 13, Commitments and Contingencies, of the Notes to Condensed Unaudited Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Information about our risk factors is disclosed in “Item 1A. Risk Factors”, in our Annual Report on Form 10-K. There have been no material changes in our risk factors from those disclosed in the Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Stock Repurchases

The following table sets forth information with respect to purchases of common stock made by the Company during the second quarter of fiscal year 2025 (in millions, except share and per share amounts):

Period	Total Number of Shares Purchased for the period		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
February 1 - February 28, 2025		424,890	$	32.55		1,004,055	$	217.0
March 1 - March 31, 2025		1,292,270	$	30.78		2,296,325	$	177.2
April 1 - April 30, 2025		1,160,654	$	29.94		3,456,979	$	142.4
Total		2,877,814

(1) On December 5, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $250.0 million of the Company’s outstanding common stock (the “2024 Share Repurchase Program”). The 2024 Share Repurchase Program replaced the 2023 Repurchase Program. The 2024 Share Repurchase Program expires 24 months after the authorization date and gives management flexibility to determine the conditions under which shares may be purchased from time to time through a variety of methods, including in privately negotiated or open market transactions, such as pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act or a combination of methods. The 2024 Repurchase Program does not obligate the Company to acquire any specific number of shares and it can be suspended or discontinued at any time without notice.

Dividend Policy

Subject to legally available funds and the discretion of our board of directors, we may or may not pay a quarterly cash dividend in the future on our common stock. During the second quarter of fiscal year 2025, the Company paid cash dividends of $3.1 million. Our ability to pay dividends is dependent on our Amended 2021 ABL Facility and board of directors approval. See our Annual Report on Form 10-K on “Item 1A. Risk Factors—Risks Related to Legal, Regulatory and Compliance Matters—We cannot assure that we will continue to declare dividends or have sufficient funds to pay dividends on our common stock.”

Item 5. Other Information

Change in Control Severance Agreements

On May 28, 2025, the Compensation Committee of the Company’s Board of Directors approved the Company’s entry into new change in control severance agreements (the “Agreements”) with each of the Company’s named executive officers (the “Eligible Officers”), and such Eligible Officers entered into their individual agreements on June 3, 2025. The Agreements replace and supersede change in control severance agreements which the Eligible Officers previously had entered into with the Company.

Under the Agreements, in the event of an Eligible Officer’s termination of employment by the Company for “cause”, by the Eligible Officer without “good reason” or due to death or “disability” following a “change in control” of the Company (as such terms are defined in the Agreements), the Eligible Officer will be entitled to receive accrued benefits, including any earned but unpaid compensation and vested benefits under applicable benefit plans (the “Accrued Benefits”).

Under the Agreements, in the event of the Eligible Officer’s “qualifying termination” (as such term is defined in the Agreements) within two years following a change in control of the Company, or if the Eligible Officer’s employment is terminated by the Company other than due to death, “disability” or “cause” prior to a change in control of the Company but following the Board of Director’s authorization of discussions that ultimately result in a change in control of the Company, the Eligible Officer will be entitled to receive the Accrued Benefits, as well as the following, subject to the Eligible Officer’s execution and non-revocation of a release:

30

•An amount, in a lump sum, equal to the applicable multiplier set forth in the Agreements, which is determined by the Eligible Officer’s level, multiplied by the sum of (i) the Eligible Officer’s annual base salary and (ii) the Eligible Officer’s target annual cash incentive, determined based on the greater of (x) the Eligible Officer’s target annual incentive for the year of termination or (y) such target incentive for the year in which the change in control occurred (the “Qualifying Termination Payment”);

•Full vesting of any unvested equity awards, with performance-based awards first converting into time-based RSUs based on the greater of target or forecasted performance;

•A pro-rated annual cash incentive for the year of termination, based on the greater of target or most recent forecasted performance;

•Continuation of benefits for 18 months; and

•Outplacement services provided for up to 12 months following termination, with costs not to exceed $30,000.

The payment of any severance under the Agreements is subject to the Eligible Officer’s continued compliance with applicable restrictive covenants, including non-competition, non-solicitation and confidentiality obligations. The duration of these covenants is determined based on the Eligible Officer’s level.

The foregoing description of the Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreements, a copy of which has been included as Exhibits 10.3, 10.4 and 10.5.

31

Item 6. Exhibits.

Exhibit Number	Description
10.1	Amendment No. 3, dated as of February 20, 2025, to Credit Agreement, by and among REV Group, Inc., as Borrower, certain subsidiaries of REV Group, Inc., as other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.1 of the REV Group, Inc. Current Report on Form 8-K (file no. 001-37999), filed on February 24, 2025).
10.2+	Form of Performance Stock Unit Award Agreement under REV Group, Inc. 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 of the REV Group, Inc. Quarterly Report on Form 10-Q (file no. 001-37999), filed on March 5, 2025).
10.3*+	Change in Control Severance Agreement dated as of June 3, 2025, by and between Registrant and Mark Skonieczny
10.4*+	Change in Control Severance Agreement dated as of June 3, 2025, by and between Registrant and Amy Campbell
10.5*+	Change in Control Severance Agreement dated as of June 3, 2025, by and between Registrant and Stephen Zamansky
31.1*	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover Page Interactive Data File (formatted in iXBRL and contained within Exhibit 101)

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	REV GROUP, INC.
Date: June 4, 2025	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		President and Chief Executive Officer (Principal Executive Officer)
Date: June 4, 2025	By:	/s/ Amy A. Campbell
		Amy A. Campbell
		Chief Financial Officer (Principal Financial Officer)
Date: June 4, 2025	By:	/s/ Joseph F. LaDue
		Joseph F. LaDue
		Chief Accounting Officer (Principal Accounting Officer)

33

EX-10.3

Exhibit 10.3

REV GROUP, INC.

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the 3rd day of June, 2025, by and between REV GROUP, INC., a Delaware corporation (“Company”), and Mark Skonieczny (“Executive”, and together with the Company, the “Parties” and each a Party”).

WITNESSETH:

WHEREAS, the Executive is employed by the Company as a key executive, and the Executive’s services in such capacities are critical to the continued successful conduct of the business of the Company;

WHEREAS, the Company recognizes that circumstances in which a change in control of the Company occurs, through acquisition or otherwise, are highly disruptive and will cause uncertainty about the Executive’s future employment with the Company without regard to the Executive’s competence or past contributions and that such uncertainty may materially adversely affect the Company;

WHEREAS, the Company and the Executive are desirous that any proposal for a change in control or acquisition of the Company will be considered by the Executive objectively, with reference only to the best interests of the Company and its stockholders and without undue regard for the Executive’s personal interests;

WHEREAS, the Executive will be in a better position to consider the Company’s and its stockholders’ best interests if the Executive is afforded reasonable security, in the form of severance as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition; and

WHEREAS, the Company has determined, in its sole direction, to modify the severance benefits payable in connection with a change in control and desires to set forth such modifications in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the Parties hereto mutually covenant and agree as follows:

1.Definitions.

(a)Accounting Firm. For purposes of this Agreement “Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change of Control for purposes of making the applicable determinations hereunder, which firm shall not, without the Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change of Control.

(b)Accrued Benefits. For purposes of this Agreement, the term “Accrued Benefits” has the meaning assigned to it in Section 4(a).

(c)Acquirer. For purposes of this Agreement, the term “Acquirer” shall mean the entity (or entities) that acquire(s), directly or indirectly, control of the Company in connection with a Change in Control of the Company, including any successor to the Company by merger, consolidation, amalgamation, sale of all or substantially all assets, or other similar transaction.

(d)Act. For purposes of this Agreement, the term “Act” shall mean the Securities Exchange Act of 1934, as amended.

(e)Affiliate and Associate. For purposes of this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations of the Act.

(f)Affiliated Entities. For purposes of this Agreement, the term “Affiliated Entities” shall mean any corporation, partnership, limited liability company, or other business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company, including any entity that would be treated as a single employer with the Company under Sections 414(b) or (c) of the Code, and, for purposes of Section 280G of the Code, any entity that would be treated as an “affiliated corporation” under Treasury Regulation Section 1.280G-1, Q&A-46.

(g)Agreement Payments. For purposes of this Agreement, the term “Agreement Payments” has the meaning assigned to it in Section 5(i).

(h)Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the “Beneficial Owner” of any securities:

(i)which such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase;

(ii)which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d‑3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules

2

and regulations under the Act and (B) is not also then reportable on a Schedule 13D under the Act (or any comparable or successor report); or

(iii)which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in Subsection 1(d)(ii) above) or disposing of any voting securities of the Company.

(i)Cause. For purposes of this Agreement, “Cause” for termination by the Company of the Executive’s employment after a Change in Control of the Company (or prior to a Change in Control of the Company pursuant to Section 2) shall be limited to any of the following: (i) the engaging by the Executive in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal) which substantially impairs the Executive’s ability to perform his duties or responsibilities; and (iii) continuing willful and unreasonable refusal by the Executive to perform the Executive’s duties or responsibilities (unless significantly changed without the Executive’s consent).

(j)Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

i.any Person (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding voting securities;

ii.the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the date of this Agreement, constitute the board of directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved or recommended by a vote of a majority of the directors then still in office who either were directors as of the date of this Agreement or whose appointment, election or nomination for election was previously so approved or recommended;

iii.there is consummated a merger, consolidation or amalgamation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, or the issuance of voting securities of the Company in connection with such a transaction; provided that immediately following such transaction, the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) thirty-five percent (35%)

3

or more of the total voting power of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, thirty-five percent (35%) or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of either the then-outstanding shares or the combined voting power of the Company’s then-outstanding voting securities shall not be considered a Change in Control of the Company; or

iv.there is a complete liquidation of the Company or there is sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect) in which any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the Stock immediately prior to such transaction or series of transactions continue to own, by virtue of their ownership of such Stock, substantially the same ownership percentage in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions as they owned of the Stock. In no event will a Change in Control of the Company be deemed to have occurred if the Executive is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control of the Company.

(k)Code. For purposes of this Agreement, the term “Code” shall mean the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

(l)Confidential Information. For purposes of this Agreement, the term “Confidential Information” has the meaning assigned to it in Section 9(a)(iv).

(m)Continuing Obligation. For purposes of this Agreement, the term “Continuing Obligation” shall mean any obligation, duty, or liability of the Executive or the Company that, by the terms of an agreement or applicable law, is intended to survive the termination or expiration of such agreement or arrangement, including but not limited to confidentiality, non-compete, non-solicitation, and indemnification covenants, as well as retirement benefits and any other obligation expressly stated to continue after termination.

(n)Covered Termination. For purposes of this Agreement, the term “Covered Termination” shall mean any termination of the Executive’s employment where the Termination

4

Date is any date on or after a Change in Control of the Company (except as provided in Section 2) and prior to the end of the Employment Period.

(o)Disability. For purposes of this Agreement, the term “Disability” shall mean the Executive’s inability to perform the essential functions of Executive’s job, with or without reasonable accommodation, for a period of one hundred and twenty (120) consecutive days, or one hundred and eighty (180) days in the aggregate during any three-hundred sixty-five (365) day period.

(p)Employment Period. For purposes of this Agreement, the term “Employment Period” shall mean the period commencing on the date of a Change in Control of the Company and ending at 11:59 p.m. Milwaukee time on the secondanniversary of such date.

(q)Equity Awards. For purposes of this Agreement, the term “Equity Awards” shall mean any restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted under the Omnibus Plan.

(r)Expenses. For purposes of this Agreement, the term “Expenses” has the meaning assigned to it in Section 10(b).

(s)Good Reason. For purposes of this Agreement, the Executive shall have a “Good Reason” for termination of employment after a Change in Control of the Company in the event of any of the following without Executive’s written consent:

i.A material reduction in any of the Executive’s base salary, annual cash incentive opportunity or long-term compensation opportunities or the value thereof;

ii.A material change in Executive’s authority, duties or responsibilities with the Company;

iii.Executive being required by the Company to be based at any office or location that is more than fifty (50) miles from the location where Executive was principally employed immediately preceding the Change in Control of the Company, which the Parties acknowledge would be a material relocation; and

iv.A material breach by the Company or its successor or assign, of this Agreement or any other agreement between the Company and Executive.

Notwithstanding the foregoing, in order for Executive to terminate for Good Reason, the Executive must give the Company a written notice of the Executive’s claim for Good Reason within ninety (90) days of the initial existence of the condition(s) specified by Executive that constitute Good Reason and the Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, Executive shall not have a “Good Reason” to terminate under this Agreement. If, during such 30-day period, the Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall have a “Good Reason” to terminate if he terminates his employment within one hundred and twenty (120) days of Executive’s original written notice of Good Reason.

5

(t)Government Agency. For purposes of this Agreement, the term “Government Agency” has the meaning assigned to it in Section 9(a)(i).

(u)Management Incentive Plan. For purposes of this Agreement, the term “management incentive plan” shall mean the REV Group Management Incentive Plan (“MIP”) or any successor incentive plan.

(v)Net After-Tax Receipt. For purposes of this Agreement, the term “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Section 280G(b)(2)(A)(ii) and Section 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Section 1 and Section 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s).

(w)Notice of Termination. For purposes of this Agreement, the term “Notice of Termination” has the meaning assigned to it in Section 8.

(x)Omnibus Plan. For purposes of this Agreement, the term “Omnibus Plan” shall mean the Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan or any successor equity compensation plan.

(y)Overpayment. For purposes of this Agreement, the term “Overpayment” has the meaning assigned to it in Section 5(iii).

(z)Parachute Value. For purposes of this Agreement, the term “Parachute Value” of a Payment shall mean the present value as of the date of the Change of Control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(aa)Payment. For purposes of this Agreement, the term “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to the Agreement or otherwise.

(bb)Person. For purposes of this Agreement, the term “Person” shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(cc)Prior Year MIP Bonus. For purposes of this Agreement, the term “Prior Year MIP Bonus” has the meaning assigned to it in Section 4(a).

(dd)Prohibited Activity. For purposes of this Agreement, the term “Prohibited Activity” has the meaning assigned to it in Section 9(c)(iv).

6

(ee)Prorated MIP Bonus. For purposes of this Agreement, the term “Prorated MIP Bonus” has the meaning assigned to it in Section 4(f).

(ff)Prospective Client. For purposes of this Agreement, the term “Prospective Client” has the meaning assigned to it in Section 9(b)(ii).

(gg)Qualifying Termination. For purposes of this Agreement, the term “Qualifying Termination” has the meaning assigned to it in Section 3(b).

(hh)Qualifying Termination Payment. For purposes of this Agreement, the term “Qualifying Termination Payment” has the meaning assigned to it in 4(b).

(ii)Release. For purposes of this Agreement, the term “Release” means a general release of claims in substantially the same form attached hereto as Exhibit A.

(jj)Restricted Client. For purposes of this Agreement, the term “Restricted Client” has the meaning assigned to it in Section 9(b)(ii).

(kk)Restricted Period. For purposes of this Agreement, the term “Restricted Period” has the meaning assigned to it in Section 9(c)(ii).

(ll)Restricted Territory. For purposes of this Agreement, the term “Restricted Territory” has the meaning assigned to it in Section 9(c)(iii).

(mm)Safe Harbor Amount. For purposes of this Agreement, the term “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(nn)Stock. For purposes of this Agreement, the term “Stock” shall mean shares of the common stock, par value $.001 per share, of the Company.

(oo)Termination Date. For purposes of this Agreement, except as otherwise provided in Section 6 hereof, the term “Termination Date” shall mean (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of Disability pursuant to Section 7 hereof, then the date the Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (iv) if the Executive’s employment is terminated by the Company (other than by reason of Disability pursuant to Section 7 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(A)If termination is by the Company for Cause pursuant to Section 1(i)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice.

7

(B)If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

(pp)Trade Secrets. For purposes of this Agreement, the term “Trade Secrets” has the meaning assigned to it in Section 9(a)(iv).

(qq)Underpayment. For purposes of this Agreement, the term “Underpayment” has the meaning assigned to it in Section 5(iii).

2.Termination or Cancellation Prior to Change in Control. The Company retains the right to terminate the Executive’s employment at any time prior to a Change in Control of the Company, subject to the terms and conditions of any other then-existing written employment arrangement or agreement between the Executive and the Company; provided, however, that if the Executive’s employment is terminated by the Company, other than by reason of (i) death, (ii) Disability in accordance with Section 7, or (iii) Cause, at any time after the board of directors’ authorized negotiations are commenced between the Company and another Person which ultimately lead to a Change in Control of the Company, then the Executive shall be entitled to receive, at the earlier to occur of the closing or the effective date of such Change in Control of the Company, all payments and benefits under Section 4, as if such termination was a Covered Termination. Except as set forth in this Section 2 or in Section 11, if the Executive’s employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and canceled and of no further force and effect, and any and all rights and obligations of the Parties hereunder shall cease.

3.Termination following a Change in Control.

(a)Covered Termination for Cause or Without Good Reason. If the Executive experiences a Covered Termination due to (i) termination of employment by the Company for Cause or (ii) the Executive’s voluntary termination of employment other than for Good Reason, then the Executive shall only be entitled to receive Accrued Benefits as described in Section 4(a) and such other compensation and benefits as may be provided under other arrangements and agreements between the Executive and the Company. Such terminations shall be subject to the procedural requirements set forth in Section 8.

(b)Qualifying Termination. If the Executive experiences a Covered Termination due to (i) termination of employment by the Company other than by reason of death, Disability or Cause or (ii) termination of employment by the Executive for Good Reason (in each case, a “Qualifying Termination”), then the Executive shall be entitled to receive the following: (i) Accrued Benefits, as set forth in Section 4(a); (ii) Qualifying Termination Payment, as set forth in Section 4(b); (iii) accelerated Equity Awards, as set forth in Section 4(c); (iv) welfare plan continuation, as set forth in Section 4(d); (v) outplacement services as set forth in Section 4(e); and (vi) the Prorated MIP Bonus described in Section 4(f).

4.Certain Payments and Benefits Upon a Covered Termination and Qualifying Termination.

8

(a)Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary earned through the Termination Date but not yet paid; (ii) reimbursement for any reasonable and necessary expenses incurred by the Executive on behalf of the Company through the Termination Date, subject to the Company’s standard policies regarding expense reimbursement; (iii) any cash compensation earned though the Termination Date and deferred at the Executive’s election or pursuant to any deferred compensation plan then in effect, subject to 409(a) Covered Employee holding requirements; (iv) if the Termination Date occurs after the end of the Company’s fiscal year but before the payment date of the annual incentive under the MIP for such year, a lump sum amount equal to the Executive’s earned but unpaid annual incentive under the MIP for such prior fiscal year (the “Prior Year MIP Bonus”); (v) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other reportable W-2 compensation otherwise payable to the Executive for the year in which termination occurs, based on actual performance under all applicable Company bonus or incentive compensation plans in which the Executive participates; and (vi) any other payments or benefits to which the Executive may be entitled as a vested participant under any applicable benefit plan, policy or program of the Company. Payment of Accrued Benefits shall be made promptly in accordance with standard Company policy, with reimbursements under subsections (ii) completed no later than the second calendar year following the year in which the Termination Date occurs.

(b)Qualifying Termination Payment.The Qualifying Termination Payment shall be an amount equal to three (3) times the sum of: (i) the Executive’s base salary, determined as the greater of (x) the Executive’s base salary in effect on the Termination Date or (y) the Executive’s base salary in effect immediately prior to the Change in Control of the Company;and(ii) the Executive’s annual target cash incentive under the MIP, determined as the greater of (x) the Executive’s target annual incentive for the year that includes the Termination Date or (y) the Executive’s target annual incentive for the year in which the Change in Control of the Company occurred. The Qualifying Termination Payment shall be paid to the Executive in a cash lump sum no later than thirty (30) calendar days after the execution and non-revocation of the Release, provided that such execution occurs within fifty-five (55) days following the Termination Date. The Executive shall not be required to mitigate the amount of the Qualifying Termination Payment by securing other employment or otherwise, nor will such Qualifying Termination Payment be reduced by reason of the Executive securing other employment or for any other reason.

(c)Equity Award Treatment. In the event of a Change in Control of the Company, treatment of Equity Awards shall be as follows:

(i)Acceleration of RSAs and RSUs. Upon the occurrence of a Qualifying Termination following a Change in Control of the Company, all unvested RSAs and RSUs, including any PSUs that are converted into RSUs in accordance with Section 4(c)(ii), held by the Executive shall immediately vest.

(ii)Conversion of PSU to RSUs. Upon the occurrence of a Change in Control of the Company, any then unvested PSUs held by the Executive shall automatically convert into time-based RSUs based on the greater of (A) the target amount of PSUs set

9

forth in the applicable award agreement and (B) the forecasted number of PSUs that would have been earned based on forecasted level of achievement of the applicable performance metrics, as solely determined by the compensation committee of the board of directors most recently prior to the consummation of the Change in Control of the Company. Such RSUs shall have the same vesting and other general terms as the PSUs from which they were converted.

(iii)Treatment Upon Non-Assumption or Non-Continuation. Notwithstanding the foregoing, in the event the Acquirer (A) does not maintain an equity incentive plan or arrangement or (B) does not assume, continue or substitute the Executive’s outstanding unvested Equity Awards with awards of equivalent value and terms, then all unvested Equity Awards held by the Executive shall immediately vest and settle (or, in the case of an option, shall become exercisable) upon a Change in Control of the Company.

(iv)Treatment of Any Award that Is Deferred Compensation. Notwithstanding the foregoing or any provision of any award agreement to the contrary, for any award that provides for accelerated distribution on a Change in Control of the Company of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control of the Company does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control of the Company but instead shall vest as of such Change in Control of the Company and shall be distributed on the scheduled payment date specified in the applicable award agreement, except to the extent that earlier distribution would not result in the participant who holds such award incurring interest or additional tax under Section 409A of the Code.

(d)Welfare Plans. Until the earlier of (i) eighteen (18) months following the Termination Date or (ii) the date the Executive becomes covered by health and welfare benefits from another employer that are, in the aggregate, no less favorable than those provided by the Company, the Company shall continue to provide the Executive, at the Company’s expense, with life insurance, medical, dental and vision benefits at the same or equivalent level as was in effect immediately prior to the date the Notice of Termination was given. The continuation of medical, dental, and vision coverage hereunder shall count as COBRA continuation coverage, if the Company or its successor so elects. If an Executive is entitled to the benefits described in this Section 4(d), then, to the extent necessary to satisfy the Company’s obligations, the Company shall either (1) reimburse the Executive for any increase in costs under such coverage paid by the Executive and/or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

(e)Outplacement Services. The Executive shall be entitled to receive, at the Company’s expense, reasonable outplacement services on an individual basis, provided by a nationally recognized executive placement firm selected by the Company. These outplacement services will be available for up to twelve (12) months following the Termination Date, with a maximum expense not to exceed Thirty Thousand Dollars ($30,000.00).

10

(f)Prorated MIP Bonus. The Executive shall be entitled to receive a prorated portion of the Executive’s annual cash incentive under the MIP for the fiscal year in which the Termination Date occurs, determined based on the greater of (x) the Executive’s target annual incentive for such year or (y) the Company’s forecasted performance for the applicable year (as discussed with the compensation committee of the board of directors most recently prior to such Termination Date); provided that, if the Change in Control of the Company and the Termination Date occur in the same fiscal year, the amount in clause (y) shall be the most recently forecasted performance prior to the Change in Control of the Company. Such pro-ration shall be calculated by multiplying the amount determined under (x) or (y), as applicable, by a fraction, the numerator of which is the number of days the Executive was employed during such fiscal year through the Termination Date and the denominator of which is 365.

(g)Release Requirement. Notwithstanding anything herein to the contrary, the payments and benefits described in Sections 4(b) through Section 4(f) shall be contingent upon the Executive executing and not revoking a Release. The Executive acknowledges and agrees that such payments and benefits are in consideration for the Executive’s continued compliance with the restrictive covenants as set forth in this Agreement or any other agreement between the Executive and the Company. For the avoidance of doubt, if the Executive is entitled to such payments and benefits, they shall be in lieu of any payments under any other severance policy or practice of the Company or its successor. Notwithstanding anything in this Agreement to the contrary, if any payment or benefit described in Sections 4(b) through Section 4(f) is subject to Section 409A of the Code and the timing of such payment could occur in one of two taxable years of the Executive depending on when the Executive executes (and does not revoke) the Release, then such payment or benefit shall be made in the later of the two taxable years, regardless of when the Release is executed.

5.Limitation on Payments and Benefits.

(i)Notwithstanding anything in this to the contrary, if the Accounting Firm shall determine that receipt of all Payments would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder.

(ii)If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 5 shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no

11

event later than thirty (30) days following the Termination Date. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are “parachute payments” in the following order: first, the outplacement benefits under Section 4(e); second, the cash Qualifying Termination Payment described under Section 4(b); third, the subsidized COBRA continuation coverage as provided under Section 4(d); fourth, PSUs until they are fully exhausted; and fifth, RSUs until they are fully exhausted. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

(iii)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with interest; provided,however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest.

(iv)To the extent requested by the Executive, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that Payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

6.Death.

12

(a) Except as provided in Section 6(b) hereof, in the event of a Covered Termination due to the Executive’s death, the Executive’s estate, heirs and/or beneficiaries (as determined by the Executive’s personal representative) shall be entitled to receive all the Executive’s Accrued Benefits through the Termination Date.

(b)If the Executive dies after a Notice of Termination has been given (i) by the Company, for reasons other than Disability, or (ii) by the Executive for Good Reason, the Executive’s estate, heirs and beneficiaries shall be entitled to the benefits described in Section 6(a) hereof, and, subject to the provisions of this Agreement, to any Qualifying Termination Payment that the Executive would have been entitled to had the Executive survived. For purposes of this Section 6(b), the Termination Date shall be the earlier of (i) thirty (30) days following the giving of the Notice of Termination or (ii) one day prior to the end of the Employment Period.

7.Termination for Disability. In the event of a Covered Termination by the Company due to the Executive’s Disability, the Executive shall be entitled only to the Accrued Benefits described in Section 4(a) hereof; provided, however, that the Executive shall remain eligible for all benefits provided under the Company’s short-term disability programs in effect at the time of such termination. The Company may terminate the Executive’s employment due to Disability only if all the following conditions are met: (i) the Company provides at least thirty (30) day’s advance written notice to Executive of its intent to terminate the Executive’s employment on account of Disability (such notice shall not constitute the Notice of Termination contemplated below); (ii) the Executive has not resumed performing essential functions of the Executive’s role, with or without accommodation, prior to the termination date specified in such notice; and (iii) the Company provides a Notice of Termination in accordance with Section 8 hereof. Notwithstanding the foregoing, the Company may also terminate the Executive’s employment immediately upon providing a Notice of Termination if, after receiving the notice of intent to terminate due to Disability pursuant to subsection (ii), the Executive returns to work but is either unable or unwilling to perform the essential functions of their role, with or without accommodation, for a consecutive period of ninety (90) days following the Executive’s return to work.

8.Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by a written intent to terminate (“Notice of Termination”) to the Executive, if such Notice of Termination is given by the Company, and to the Company, if such Notice of Termination is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 hereof:

(a)If such termination is for Disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.

(b)Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entity) then in office.

(c)The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable,

13

alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement.

(d)Except as otherwise provided in Section 1(s) hereof, the recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 hereof written notice of any dispute relating to such Notice of Termination to the Party giving such notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

9.Confidentiality Obligations of the Executive; Noncompetition; Nonsolicitation. In consideration of the benefits set forth in Section 4, the Executive hereby agrees as follows:

(a)Confidentiality and Nondisclosure Obligations.

(i)Nothing in this Agreement or otherwise limits Executive’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against Executive for any of these activities, and nothing in this Agreement or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the SEC or any other Government Agency. For the avoidance of doubt, nothing in this Agreement or otherwise shall prevent Executive from exercising any legally protected whistleblower rights (including under Rule 21F under the Exchange Act) and Executive may disclose Confidential Information to the extent it is in response to a valid order of a court or other governmental authority or to otherwise comply with applicable law.

(ii)Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Company and Executive acknowledge and agree that Executive shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a Trade Secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Trade Secret to Executive’s attorney and may use the Trade Secret information in the court proceeding, if Executive (X) files any document containing the Trade Secret under seal and (Y) does not disclose the Trade Secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section.

(iii)Executive acknowledges (1) Company’s business is both highly specialized and competitive, and (2) certain non-public documents and information regarding Company’s and its subsidiaries’ customers, clients, services, methods of operation, sales, and the specialized business needs of Company’s and its subsidiaries’

14

customers and clients, constitute highly Confidential Information (as defined herein) that is not generally known to, or readily ascertainable by, the public or Company’s or its subsidiaries’ competitors. Executive further acknowledges that, during Executive’s employment, Executive will have access to Confidential Information and property, processes and/or systems belonging to Company, its subsidiaries and/or their clients/customers, agrees such information shall remain the exclusive property of Company, its subsidiaries and/or their clients/customers respectively, and understands the misappropriation or unauthorized use/disclosure of such information at any time is prohibited and will cause Company irreparable injury.

(iv)“Trade Secrets” shall have that meaning set forth under applicable law. Likewise, the term “Confidential Information” means information, property, processes and/or systems (whether or not in writing) that is not generally known to the public, is related to Company’s or its subsidiaries’ business and is maintained as confidential. “Confidential Information” includes, without limitation, (i) any information, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes that Company or its subsidiaries considers confidential and is valuable and provides a competitive advantage because it is not generally known and not readily ascertainable by proper means; methods or policies; prices or price formulas; processes; procedures; information relating to customers, including customer lists, prospective partners, partners, and other entities; financial information; computer software (including design, programming techniques, flow charts, source code, object code, and related information and documentation); personnel information; and any and all other information of any kind or character relating to the development, improvement, manufacture, sale, or delivery of products or services by Company or its subsidiaries, whether or not reduced to writing, (ii) information that is marked or otherwise treated as confidential or proprietary by the Company or its subsidiaries; and (iii) information received by the Company or its subsidiaries from others which the Company or its subsidiaries are obligated to keep confidential. “Confidential Information” does not include information that (a) is or becomes generally available to the public other than by the fault of Executive, (b) becomes available to Executive on a non-confidential basis from a source other than Company or its subsidiaries, provided that the source is not prohibited from disclosing such information to Executive by any contractual or other obligation with Company, its subsidiaries or otherwise, or (c) information that can be demonstrated to have been known by Executive prior to Executive’s employment with the Company. “Confidential Information” also does not include the general nature of Company’s or its subsidiaries business or this Agreement or a summary of it.

(v)Both during and after Executive’s employment with the Company, Executive shall not, except as required to fulfill Executive’s job duties for the Company, directly or indirectly use or disclose Trade Secrets.

(vi)During Executive’s employment with the Company and for a period of two (2) years thereafter, Executive shall not, except as required to fulfill Executive’s job duties for the Company, directly or indirectly use or disclose any Confidential Information.

(b)Non-Solicitation.

15

(i)Executive acknowledges Company’s and its subsidiaries’ Confidential Information, Trade Secrets and relationships with their customers, clients, employees, and other business associations are among Company’s and its subsidiaries’ most important assets. Executive further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for developing and maintaining such information/relationships.

(ii)“Restricted Client” means any individual or entity (i) for whom/which the Company or its subsidiaries sold or provided products or services and (ii) with whom/which Executive had contact on behalf of the Company or its subsidiaries, or about whom/which Executive acquired Confidential Information as a result of Executive’s employment by the Company, in the case of both (i) and (ii), above, during the twelve (12) month period immediately prior to the end of Executive’s employment with the Company. Likewise, the term “Prospective Client” means any individual or entity (i) for whom/which the Company or its subsidiaries has made a bid or proposal to provide goods or services and (ii) with whom/which Executive had contact on behalf of the Company or its subsidiaries, or about whom/which Executive acquired non-public or proprietary information as a result of his/her employment with the Company, in the case of both (i) and (ii), above, during thetwelve (12) month period immediately prior to the end of Executive’s employment with the Company.

(iii)Executive agrees that, during Executive’s employment with Company and for a period of thirty-six (36) months thereafter, Executive will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any Restricted Client.

(iv)Executive agrees that, during Executive’s employment with Company and for a period of thirty-six (36) months thereafter, Executive will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any Prospective Client.

(v)Executive agrees that, during Executive’s employment with Company and for a period of thirty-six (36) monthsthereafter, Executive will not directly or indirectly, whether for Executive’s benefit or for the benefit of a third party, recruit, solicit, or induce, or attempt to recruit, solicit, or induce: (1) anyone employed by Company or its subsidiaries to terminate employment with, or otherwise cease a relationship with, Company; or (2) anyone employed by Company or its subsidiaries at any time during the immediately preceding twelve (12) months to provide services of any kind to a competitor of Company.

(c)Non-Competition.

(i)Executive acknowledges Company’s and its subsidiaries confidential/trade secret information and relationships with its customers, clients, employees, and other business associations are among Company’s and its subsidiaries most important assets. Executive further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for

16

developing and maintaining such information/relationships. During the Restricted Period, the Executive agrees and covenants not to engage in Prohibited Activity within the Restricted Territory. For the purposes of this Agreement, the following terms shall apply:

(ii)“Restricted Period” means the period of the Executive’s employment with the Company and thirty-six (36) months immediately following the termination of the Executive’s employment with the Company, or such shorter period as may be required under applicable law.

(iii)“Restricted Territory” means the geographic area in which the Company or its Affiliates conducted business and/or provided goods or services at any time during the twelve (12) months immediately preceding the termination of the Executive’s employment, including any area where the Executive had material involvement, influence or responsibility on behalf of the Company.

(iv)“Prohibited Activity” means providing services, whether directly or indirectly, as an employee, officer, director, consultant, independent contractor, advisor, agent, partner, investor, owner, or in any similar capacity, to any business or entity that sells products or services that are competitive with those of the Company during the twelve (12) month period prior to termination of employment. This includes businesses primarily engaged in the manufacture, sale, or service of the categories of specialty vehicles manufactured, sold or serviced by the Company, including but not limited to fire and emergency vehicles and recreational vehicles. Prohibited Activity also includes any activity that may require or inevitably require the use or disclosure of the Company’s Trade Secrets or other “Confidential Information”.

(v)Nothing in this Section 9(c) shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership constitutes a passive investment and that the Executive does not otherwise participate in the business of such corporation.

(vi)This Section 9 shall not restrict or impede the Executive from exercising rights that cannot be waived by agreement under applicable law or from complying with any valid order of a court or Government Agency, provided such compliance does not exceed what is legally required. The Executive shall promptly notify the Company of any such order requiring disclosure or compliance.

(d)Enforcement.

(i)Executive agrees, during the term of any restriction contained in this Agreement, to disclose the terms of this Section 9 to any person or entity that offers employment to Executive. Executive further agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions hereof known to, any of Executive’s potential or future employers.

(ii)The Parties agree that damages will be an inadequate remedy for breaches of this Section 9 and, in addition to damages and any other available relief, a court

17

shall be empowered to grant injunctive relief (without the necessity of posting bond or other security).

(iii)Notwithstanding anything in this Agreement to the contrary, the activity restrictions contained in this Section 9 are intended to run alongside, and neither supersede, be subservient to, nor replace any similar restrictions imposed by other agreements that may exist between Executive and the Company. If any provision of this Section 9 is deemed by a court of competent jurisdiction to be in irresolvable conflict with any other activity restriction that may be in place between Executive and the Company, and each restriction in question is deemed by such court to be fully enforceable on its terms, the provision which is determined by the Company to be more protective of its business interests shall control.

10.Payment Obligations and Expenses in the Event of a Dispute.

(a)Payment Obligations Absolute. The Company’s obligations during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 5 and Section 10(b) of this Agreement, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

(b)Expenses and Interest. If, after a Change in Control of the Company, a good faith dispute arises with respect to the enforcement of the Executive’s rights under this Agreement or if any legal or arbitration proceeding shall be brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, the Executive shall recover from the Company any reasonable attorneys’ fees and necessary costs and disbursements incurred by the Executive as a result of such dispute, legal or arbitration proceeding (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Executive calculated at the rate of interest announced by US Bank, N.A. from time to time as its prime or base lending rate from the date that payments to him should have been made under this Agreement. Within ten (10) days after the Executive’s written request therefor, but no later than the end of the calendar year following the year in which the Executive incurred the Expense, the Company shall reimburse the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive’s Expenses.

11.Assignment: Successors.

(a)If the Company proposes to engage in a potential Change in Control of the Company, then, at least ten (10) days prior to the closing of such event, the Company shall,

18

subject to the consummation of such Change in Control of the Company, assign all of its right, title, and interest in this Agreement, effective as of the closing date of such event, to the Person who is to succeed the Company in connection with the Change in Control of the Company. The Company shall ensure that such Person, at least ten (10) days prior to the closing of such event, by written agreement, assumes and agrees to perform all of the terms, conditions, and provisions of this Agreement imposed on the Company, effective upon the consummation of the Change in Control of the Company. If the Change in Control of the Company is consummated and the Company fails to obtain such an assumption agreement at least ten (10) days prior to the closing of such event, such failure shall constitute a breach of this Agreement, giving rise to Good Reason hereunder. Upon the effective assignment by the Company and the assumption of this Agreement by such Person, the term “Company” shall refer to the Person that has assumed the obligations of the Company under this Agreement, as well as the Company (which shall remain obligated to fulfill all obligations under this Agreement). The Executive shall be entitled to enforce the terms of this Agreement against such Person, the Company or any other successor to the Company. Except as provided in this subsection, this Agreement shall not be assignable by the Company, and it shall not be terminated by the voluntary or involuntary dissolution of the Company.

(b)This Agreement and all rights of the Executive shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive under Sections 4, 5, 6 and 7 hereof if the Executive had lived shall be paid, in the event of the Executive’s death, to the Executive’s estate, heirs and representatives.

12.Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

13.Entirety of Agreement/Amendment. This Agreement sets forth the entire agreement and understanding between the Company and the Executive relating to the subject matter contained herein and supersedes all prior agreements with respect to such subject matter, except for any agreements between the Company and the Executive that are not in conflict with this Agreement (including, without limitation, any compensation, benefit and indemnification agreements), which will remain in full force and effect even after a Change in Control of the Company. Neither the Company nor the Executive shall be bound by any representation or term with respect to the subject matter hereof other than as expressly stated in this Agreement or by a written amendment to this Agreement signed by authorized representatives of both the Company and the Executive. This Agreement shall apply to future arrangements and agreements entered into by the Executive, provided such agreements do not conflict with the terms of this Agreement or any other prior agreements between the Company and the Executive. Notwithstanding the foregoing, at all times in the future, the Executive will remain bound by the terms of the any agreements between him and the Company containing restrictive covenants, including with respect non-competition, non-solicitation and confidentiality covenants, to the extent permitted by applicable law. For the avoidance of doubt, this Agreement shall supersede and replace the Change in Control Severance Agreement dated May 2023 between the Company and Executive, which is hereby terminated and of no further effect.This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.

19

14.Withholding. The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that, the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of nationally recognized tax counsel if any question as to the amount or requirement of any such withholding shall arise.

15.Certain Rules of Construction. No Party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Executive and an authorized representative of the Company.

16.Governing Law: Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, in the judicial district encompassing the city in which the Executive resides. The Parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each Party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

17.Notice. Notices given pursuant to this Agreement shall be in writing and shall be deemed given when actually received by the Executive or actually received by the Company’s General Counsel or any officer of the Company other than the Executive. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to 245 S. Executive Drive, Suite 100, ATTN: Chief Human Resources Officer or General Counsel, Brookfield, WI 53005, or if to the Executive, at the address set forth below the Executive’s signature to this Agreement, or to such other address as the Party to be notified shall have theretofore given to the other Party in writing.

18.No Waiver. No waiver by either Party at any time of any breach by the other Party of, or compliance with, any condition or provision of this Agreement to be performed by the other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

19.Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

SIGNATURE PAGE TO FOLLOW

20

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.

EXECUTIVE	REV GROUP, INC.
	By:
/s/ Mark Skonieczny Residential Address: [Address Redacted]	Name: /s/ Stephen Zamansky Title:  General Counsel

21

EXHIBIT A

RELEASE AND WAIVER

This RELEASE AND WAIVER is made this ________ day of ________________, 20____,

by and between Mark Skonieczny and REV GROUP, INC. (the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Change in Control Severance Agreement by and between REV Group, Inc. and me (the “CIC Severance Agreement”).

IN CONSIDERATION FOR BENEFITS payable to me as contained in the CIC Severance Agreement, I hereby agree as follows:

I, with the intention of binding myself, my heirs, executors, administrators and assigns, do hereby release, acquit and forever discharge REV Group, Inc. and its past and present subsidiaries and Affiliates, and all of its past, present and future officers, directors, employees, shareholders, agents, partners, principals, members, representatives, insurers, reinsurers, estates, executors, administrators, heirs, successors, assigns and attorneys, in there capacities as such (hereinafter collectively the “Company”), of and from all manner of actions, causes of action, arbitrations, suits, debts, sums of money, accounts, reckonings, bonds, covenants, controversies, agreements, promises, damages, judgments, charges, claims and demands whatsoever that I now have or may have for actions, inactions or omissions of the Company on or prior to the date of execution of this Release and Waiver, both known and unknown, fixed and contingent, including, but not limited to, any claims of employment discrimination under federal, state or local laws, claims under the Age Discrimination in Employment Act, claims under the Fair Employment Laws, any claimed violations of statute, any violations of public policy, any claims arising from my employment with the Company and/or my separation from employment, any claims growing out of any legal restriction on the Company’s right to terminate its employees, and any tort, contract, quasi-contract or other common law claims; provided, however, that the foregoing shall not apply to: (i) any breach by the Company of this Release and Waiver; (ii) my rights to any Accrued Benefits or earned benefits or compensation under any agreement or arrangement with the Company or any employee benefit plans, (iii) my rights and benefits under the CIC Severance Agreement; (iv) my rights under any indemnification or similar agreement with the Company, and any other rights I have to indemnification, advancement of expenses, contribution and exculpation, and all rights under insurance policies; (v) my rights and benefits with respect to any Continuing Obligations, or (vi) any claims which may arise after the date this Release and Waiver is signed.

I hereby expressly waive the benefits of any statute or rule of law which, if applied to this Release and Waiver, would otherwise exclude from its binding effect any claims not known by me to exist which arose prior to the signing of this Release and Waiver.

Notwithstanding the foregoing, I understand that the scope of this Release and Waiver does not apply to claims under applicable workers’ compensation or unemployment insurance law, to any vested benefits I may be entitled, or to any other laws which, by their nature, cannot be legally released. I further understand and acknowledge that my acceptance of this Release and Waiver does not prevent, restrict or in any way limit my right to file a charge or complaint with a Government Agency or participate in an investigation or proceeding initiated or conducted by a Government Agency; provided, however, this Release and Waiver does prevent me from making any personal recovery against the Company, including the recovery of money damages, as a result of filing a charge or complaint with a Government Agency against the Company, except that this RELEASE AND WAIVER shall not limit any rights of indemnification or advancement I may have.

22

The Company understands and agrees that the releases set forth herein do not in any way affect my rights to take whatever steps may be necessary to enforce the terms of this Release and Waiver, the CIC Severance Agreement, or any Continuing Obligations or to obtain relief in the event of the breach of the terms of this Release and Waiver.

I understand that if I am 40 years of age or older, I am entitled to certain information as provided in the Older Workers Benefit Protection Act. If applicable, that information is attached and should remain attached to this RELEASE AND WAIVER. An additional copy has been provided and will be retained by me. In addition, I understand that I have a period of at least 45days to review this RELEASE AND WAIVER.

I understand that if I am under the age of 40, I have a period of at least 21 days to review this RELEASE AND WAIVER.

I have carefully read and fully understand all the provisions of this RELEASE AND WAIVER which sets forth the entire RELEASE AND WAIVER between the Company and me. Ihave entered into this RELEASE AND WAIVER voluntarily and have not relied upon any representation or statement, written or oral, concerning the subject matter of this RELEASE AND WAIVER which is not set forth herein. I have also read and fully understand the CIC Severance Agreement previously provided to me. I understand that I am hereby advised to consult, and have had the opportunity to consult with, an attorney of my choosing.

I understand that this RELEASE AND WAIVER will be governed by the laws of the state in which I reside and of the United States and may be changed only by an amendment in writing signed by both the Company and me.

I understand that if I am 40 years of age or older, that I may revoke this RELEASE AND WAIVER at any time within a seven (7) day period immediately following the execution of this RELEASE AND WAIVER. This RELEASE AND WAIVER shall not become effective or enforceable until the eighth (8th) day following execution of this RELEASE AND WAIVER.

IN WITNESS WHEREOF, the Parties have executed this RELEASE AND WAIVER on the date written above.

(EMPLOYEE): REV Group, INC. (EMPLOYER):

	By:
Name:	Title:
Date:	Date:

CAUTION

THIS IS A RELEASE AND WAIVER. PLEASE READ BEFORE SIGNING.

YOU ARE HEREBY ADVISED TO SEEK THE ADVICE OF AN ATTORNEY BEFORE SIGNING.

23

EX-10.4

Exhibit 10.4

REV GROUP, INC.

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the 3rd day of June, 2025, by and between REV GROUP, INC., a Delaware corporation (“Company”), and Amy Campbell (“Executive”, and together with the Company, the “Parties” and each a Party”).

WITNESSETH:

WHEREAS, the Executive is employed by the Company as a key executive, and the Executive’s services in such capacities are critical to the continued successful conduct of the business of the Company;

WHEREAS, the Company recognizes that circumstances in which a change in control of the Company occurs, through acquisition or otherwise, are highly disruptive and will cause uncertainty about the Executive’s future employment with the Company without regard to the Executive’s competence or past contributions and that such uncertainty may materially adversely affect the Company;

WHEREAS, the Company and the Executive are desirous that any proposal for a change in control or acquisition of the Company will be considered by the Executive objectively, with reference only to the best interests of the Company and its stockholders and without undue regard for the Executive’s personal interests;

WHEREAS, the Executive will be in a better position to consider the Company’s and its stockholders’ best interests if the Executive is afforded reasonable security, in the form of severance as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition; and

WHEREAS, the Company has determined, in its sole direction, to modify the severance benefits payable in connection with a change in control and desires to set forth such modifications in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the Parties hereto mutually covenant and agree as follows:

1.Definitions.

(a)Accounting Firm. For purposes of this Agreement “Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change of Control for purposes of making the applicable determinations hereunder, which firm shall not, without the Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change of Control.

(b)Accrued Benefits. For purposes of this Agreement, the term “Accrued Benefits” has the meaning assigned to it in Section 4(a).

(c)Acquirer. For purposes of this Agreement, the term “Acquirer” shall mean the entity (or entities) that acquire(s), directly or indirectly, control of the Company in connection with a Change in Control of the Company, including any successor to the Company by merger, consolidation, amalgamation, sale of all or substantially all assets, or other similar transaction.

(d)Act. For purposes of this Agreement, the term “Act” shall mean the Securities Exchange Act of 1934, as amended.

(e)Affiliate and Associate. For purposes of this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations of the Act.

(f)Affiliated Entities. For purposes of this Agreement, the term “Affiliated Entities” shall mean any corporation, partnership, limited liability company, or other business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company, including any entity that would be treated as a single employer with the Company under Sections 414(b) or (c) of the Code, and, for purposes of Section 280G of the Code, any entity that would be treated as an “affiliated corporation” under Treasury Regulation Section 1.280G-1, Q&A-46.

(g)Agreement Payments. For purposes of this Agreement, the term “Agreement Payments” has the meaning assigned to it in Section 5(i).

(h)Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the “Beneficial Owner” of any securities:

(i)which such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase;

(ii)which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d‑3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules

2

and regulations under the Act and (B) is not also then reportable on a Schedule 13D under the Act (or any comparable or successor report); or

(iii)which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in Subsection 1(d)(ii) above) or disposing of any voting securities of the Company.

(i)Cause. For purposes of this Agreement, “Cause” for termination by the Company of the Executive’s employment after a Change in Control of the Company (or prior to a Change in Control of the Company pursuant to Section 2) shall be limited to any of the following: (i) the engaging by the Executive in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal) which substantially impairs the Executive’s ability to perform his duties or responsibilities; and (iii) continuing willful and unreasonable refusal by the Executive to perform the Executive’s duties or responsibilities (unless significantly changed without the Executive’s consent).

(j)Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

i.any Person (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding voting securities;

ii.the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the date of this Agreement, constitute the board of directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved or recommended by a vote of a majority of the directors then still in office who either were directors as of the date of this Agreement or whose appointment, election or nomination for election was previously so approved or recommended;

iii.there is consummated a merger, consolidation or amalgamation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, or the issuance of voting securities of the Company in connection with such a transaction; provided that immediately following such transaction, the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) thirty-five percent (35%)

3

or more of the total voting power of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, thirty-five percent (35%) or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of either the then-outstanding shares or the combined voting power of the Company’s then-outstanding voting securities shall not be considered a Change in Control of the Company; or

iv.there is a complete liquidation of the Company or there is sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect) in which any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the Stock immediately prior to such transaction or series of transactions continue to own, by virtue of their ownership of such Stock, substantially the same ownership percentage in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions as they owned of the Stock. In no event will a Change in Control of the Company be deemed to have occurred if the Executive is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control of the Company.

(k)Code. For purposes of this Agreement, the term “Code” shall mean the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

(l)Confidential Information. For purposes of this Agreement, the term “Confidential Information” has the meaning assigned to it in Section 9(a)(iv).

(m)Continuing Obligation. For purposes of this Agreement, the term “Continuing Obligation” shall mean any obligation, duty, or liability of the Executive or the Company that, by the terms of an agreement or applicable law, is intended to survive the termination or expiration of such agreement or arrangement, including but not limited to confidentiality, non-compete, non-solicitation, and indemnification covenants, as well as retirement benefits and any other obligation expressly stated to continue after termination.

(n)Covered Termination. For purposes of this Agreement, the term “Covered Termination” shall mean any termination of the Executive’s employment where the Termination

4

Date is any date on or after a Change in Control of the Company (except as provided in Section 2) and prior to the end of the Employment Period.

(o)Disability. For purposes of this Agreement, the term “Disability” shall mean the Executive’s inability to perform the essential functions of Executive’s job, with or without reasonable accommodation, for a period of one hundred and twenty (120) consecutive days, or one hundred and eighty (180) days in the aggregate during any three-hundred sixty-five (365) day period.

(p)Employment Period. For purposes of this Agreement, the term “Employment Period” shall mean the period commencing on the date of a Change in Control of the Company and ending at 11:59 p.m. Milwaukee time on the secondanniversary of such date.

(q)Equity Awards. For purposes of this Agreement, the term “Equity Awards” shall mean any restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted under the Omnibus Plan.

(r)Expenses. For purposes of this Agreement, the term “Expenses” has the meaning assigned to it in Section 10(b).

(s)Good Reason. For purposes of this Agreement, the Executive shall have a “Good Reason” for termination of employment after a Change in Control of the Company in the event of any of the following without Executive’s written consent:

i.A material reduction in any of the Executive’s base salary, annual cash incentive opportunity or long-term compensation opportunities or the value thereof;

ii.A material change in Executive’s authority, duties or responsibilities with the Company;

iii.Executive being required by the Company to be based at any office or location that is more than fifty (50) miles from the location where Executive was principally employed immediately preceding the Change in Control of the Company, which the Parties acknowledge would be a material relocation; and

iv.A material breach by the Company or its successor or assign, of this Agreement or any other agreement between the Company and Executive.

Notwithstanding the foregoing, in order for Executive to terminate for Good Reason, the Executive must give the Company a written notice of the Executive’s claim for Good Reason within ninety (90) days of the initial existence of the condition(s) specified by Executive that constitute Good Reason and the Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, Executive shall not have a “Good Reason” to terminate under this Agreement. If, during such 30-day period, the Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall have a “Good Reason” to terminate if he terminates his employment within one hundred and twenty (120) days of Executive’s original written notice of Good Reason.

5

(t)Government Agency. For purposes of this Agreement, the term “Government Agency” has the meaning assigned to it in Section 9(a)(i).

(u)Management Incentive Plan. For purposes of this Agreement, the term “management incentive plan” shall mean the REV Group Management Incentive Plan (“MIP”) or any successor incentive plan.

(v)Net After-Tax Receipt. For purposes of this Agreement, the term “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Section 280G(b)(2)(A)(ii) and Section 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Section 1 and Section 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s).

(w)Notice of Termination. For purposes of this Agreement, the term “Notice of Termination” has the meaning assigned to it in Section 8.

(x)Omnibus Plan. For purposes of this Agreement, the term “Omnibus Plan” shall mean the Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan or any successor equity compensation plan.

(y)Overpayment. For purposes of this Agreement, the term “Overpayment” has the meaning assigned to it in Section 5(iii).

(z)Parachute Value. For purposes of this Agreement, the term “Parachute Value” of a Payment shall mean the present value as of the date of the Change of Control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(aa)Payment. For purposes of this Agreement, the term “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to the Agreement or otherwise.

(bb)Person. For purposes of this Agreement, the term “Person” shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(cc)Prior Year MIP Bonus. For purposes of this Agreement, the term “Prior Year MIP Bonus” has the meaning assigned to it in Section 4(a).

(dd)Prohibited Activity. For purposes of this Agreement, the term “Prohibited Activity” has the meaning assigned to it in Section 9(c)(iv).

6

(ee)Prorated MIP Bonus. For purposes of this Agreement, the term “Prorated MIP Bonus” has the meaning assigned to it in Section 4(f).

(ff)Prospective Client. For purposes of this Agreement, the term “Prospective Client” has the meaning assigned to it in Section 9(b)(ii).

(gg)Qualifying Termination. For purposes of this Agreement, the term “Qualifying Termination” has the meaning assigned to it in Section 3(b).

(hh)Qualifying Termination Payment. For purposes of this Agreement, the term “Qualifying Termination Payment” has the meaning assigned to it in 4(b).

(ii)Release. For purposes of this Agreement, the term “Release” means a general release of claims in substantially the same form attached hereto as Exhibit A.

(jj)Restricted Client. For purposes of this Agreement, the term “Restricted Client” has the meaning assigned to it in Section 9(b)(ii).

(kk)Restricted Period. For purposes of this Agreement, the term “Restricted Period” has the meaning assigned to it in Section 9(c)(ii).

(ll)Restricted Territory. For purposes of this Agreement, the term “Restricted Territory” has the meaning assigned to it in Section 9(c)(iii).

(mm)Safe Harbor Amount. For purposes of this Agreement, the term “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(nn)Stock. For purposes of this Agreement, the term “Stock” shall mean shares of the common stock, par value $.001 per share, of the Company.

(oo)Termination Date. For purposes of this Agreement, except as otherwise provided in Section 6 hereof, the term “Termination Date” shall mean (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of Disability pursuant to Section 7 hereof, then the date the Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (iv) if the Executive’s employment is terminated by the Company (other than by reason of Disability pursuant to Section 7 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(A)If termination is by the Company for Cause pursuant to Section 1(i)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice.

7

(B)If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

(pp)Trade Secrets. For purposes of this Agreement, the term “Trade Secrets” has the meaning assigned to it in Section 9(a)(iv).

(qq)Underpayment. For purposes of this Agreement, the term “Underpayment” has the meaning assigned to it in Section 5(iii).

2.Termination or Cancellation Prior to Change in Control. The Company retains the right to terminate the Executive’s employment at any time prior to a Change in Control of the Company, subject to the terms and conditions of any other then-existing written employment arrangement or agreement between the Executive and the Company; provided, however, that if the Executive’s employment is terminated by the Company, other than by reason of (i) death, (ii) Disability in accordance with Section 7, or (iii) Cause, at any time after the board of directors’ authorized negotiations are commenced between the Company and another Person which ultimately lead to a Change in Control of the Company, then the Executive shall be entitled to receive, at the earlier to occur of the closing or the effective date of such Change in Control of the Company, all payments and benefits under Section 4, as if such termination was a Covered Termination. Except as set forth in this Section 2 or in Section 11, if the Executive’s employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and canceled and of no further force and effect, and any and all rights and obligations of the Parties hereunder shall cease.

3.Termination following a Change in Control.

(a)Covered Termination for Cause or Without Good Reason. If the Executive experiences a Covered Termination due to (i) termination of employment by the Company for Cause or (ii) the Executive’s voluntary termination of employment other than for Good Reason, then the Executive shall only be entitled to receive Accrued Benefits as described in Section 4(a) and such other compensation and benefits as may be provided under other arrangements and agreements between the Executive and the Company. Such terminations shall be subject to the procedural requirements set forth in Section 8.

(b)Qualifying Termination. If the Executive experiences a Covered Termination due to (i) termination of employment by the Company other than by reason of death, Disability or Cause or (ii) termination of employment by the Executive for Good Reason (in each case, a “Qualifying Termination”), then the Executive shall be entitled to receive the following: (i) Accrued Benefits, as set forth in Section 4(a); (ii) Qualifying Termination Payment, as set forth in Section 4(b); (iii) accelerated Equity Awards, as set forth in Section 4(c); (iv) welfare plan continuation, as set forth in Section 4(d); (v) outplacement services as set forth in Section 4(e); and (vi) the Prorated MIP Bonus described in Section 4(f).

4.Certain Payments and Benefits Upon a Covered Termination and Qualifying Termination.

8

(a)Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary earned through the Termination Date but not yet paid; (ii) reimbursement for any reasonable and necessary expenses incurred by the Executive on behalf of the Company through the Termination Date, subject to the Company’s standard policies regarding expense reimbursement; (iii) any cash compensation earned though the Termination Date and deferred at the Executive’s election or pursuant to any deferred compensation plan then in effect, subject to 409(a) Covered Employee holding requirements; (iv) if the Termination Date occurs after the end of the Company’s fiscal year but before the payment date of the annual incentive under the MIP for such year, a lump sum amount equal to the Executive’s earned but unpaid annual incentive under the MIP for such prior fiscal year (the “Prior Year MIP Bonus”); (v) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other reportable W-2 compensation otherwise payable to the Executive for the year in which termination occurs, based on actual performance under all applicable Company bonus or incentive compensation plans in which the Executive participates; and (vi) any other payments or benefits to which the Executive may be entitled as a vested participant under any applicable benefit plan, policy or program of the Company. Payment of Accrued Benefits shall be made promptly in accordance with standard Company policy, with reimbursements under subsections (ii) completed no later than the second calendar year following the year in which the Termination Date occurs.

(b)Qualifying Termination Payment.The Qualifying Termination Payment shall be an amount equal to two (2) times the sum of: (i) the Executive’s base salary, determined as the greater of (x) the Executive’s base salary in effect on the Termination Date or (y) the Executive’s base salary in effect immediately prior to the Change in Control of the Company;and(ii) the Executive’s annual target cash incentive under the MIP, determined as the greater of (x) the Executive’s target annual incentive for the year that includes the Termination Date or (y) the Executive’s target annual incentive for the year in which the Change in Control of the Company occurred. The Qualifying Termination Payment shall be paid to the Executive in a cash lump sum no later than thirty (30) calendar days after the execution and non-revocation of the Release, provided that such execution occurs within fifty-five (55) days following the Termination Date. The Executive shall not be required to mitigate the amount of the Qualifying Termination Payment by securing other employment or otherwise, nor will such Qualifying Termination Payment be reduced by reason of the Executive securing other employment or for any other reason.

(c)Equity Award Treatment. In the event of a Change in Control of the Company, treatment of Equity Awards shall be as follows:

(i)Acceleration of RSAs and RSUs. Upon the occurrence of a Qualifying Termination following a Change in Control of the Company, all unvested RSAs and RSUs, including any PSUs that are converted into RSUs in accordance with Section 4(c)(ii), held by the Executive shall immediately vest.

(ii)Conversion of PSU to RSUs. Upon the occurrence of a Change in Control of the Company, any then unvested PSUs held by the Executive shall automatically convert into time-based RSUs based on the greater of (A) the target amount of PSUs set

9

forth in the applicable award agreement and (B) the forecasted number of PSUs that would have been earned based on forecasted level of achievement of the applicable performance metrics, as solely determined by the compensation committee of the board of directors most recently prior to the consummation of the Change in Control of the Company. Such RSUs shall have the same vesting and other general terms as the PSUs from which they were converted.

(iii)Treatment Upon Non-Assumption or Non-Continuation. Notwithstanding the foregoing, in the event the Acquirer (A) does not maintain an equity incentive plan or arrangement or (B) does not assume, continue or substitute the Executive’s outstanding unvested Equity Awards with awards of equivalent value and terms, then all unvested Equity Awards held by the Executive shall immediately vest and settle (or, in the case of an option, shall become exercisable) upon a Change in Control of the Company.

(iv)Treatment of Any Award that Is Deferred Compensation. Notwithstanding the foregoing or any provision of any award agreement to the contrary, for any award that provides for accelerated distribution on a Change in Control of the Company of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control of the Company does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control of the Company but instead shall vest as of such Change in Control of the Company and shall be distributed on the scheduled payment date specified in the applicable award agreement, except to the extent that earlier distribution would not result in the participant who holds such award incurring interest or additional tax under Section 409A of the Code.

(d)Welfare Plans. Until the earlier of (i) eighteen (18) months following the Termination Date or (ii) the date the Executive becomes covered by health and welfare benefits from another employer that are, in the aggregate, no less favorable than those provided by the Company, the Company shall continue to provide the Executive, at the Company’s expense, with life insurance, medical, dental and vision benefits at the same or equivalent level as was in effect immediately prior to the date the Notice of Termination was given. The continuation of medical, dental, and vision coverage hereunder shall count as COBRA continuation coverage, if the Company or its successor so elects. If an Executive is entitled to the benefits described in this Section 4(d), then, to the extent necessary to satisfy the Company’s obligations, the Company shall either (1) reimburse the Executive for any increase in costs under such coverage paid by the Executive and/or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

(e)Outplacement Services. The Executive shall be entitled to receive, at the Company’s expense, reasonable outplacement services on an individual basis, provided by a nationally recognized executive placement firm selected by the Company. These outplacement services will be available for up to twelve (12) months following the Termination Date, with a maximum expense not to exceed Thirty Thousand Dollars ($30,000.00).

10

(f)Prorated MIP Bonus. The Executive shall be entitled to receive a prorated portion of the Executive’s annual cash incentive under the MIP for the fiscal year in which the Termination Date occurs, determined based on the greater of (x) the Executive’s target annual incentive for such year or (y) the Company’s forecasted performance for the applicable year (as discussed with the compensation committee of the board of directors most recently prior to such Termination Date); provided that, if the Change in Control of the Company and the Termination Date occur in the same fiscal year, the amount in clause (y) shall be the most recently forecasted performance prior to the Change in Control of the Company. Such pro-ration shall be calculated by multiplying the amount determined under (x) or (y), as applicable, by a fraction, the numerator of which is the number of days the Executive was employed during such fiscal year through the Termination Date and the denominator of which is 365.

(g)Release Requirement. Notwithstanding anything herein to the contrary, the payments and benefits described in Sections 4(b) through Section 4(f) shall be contingent upon the Executive executing and not revoking a Release. The Executive acknowledges and agrees that such payments and benefits are in consideration for the Executive’s continued compliance with the restrictive covenants as set forth in this Agreement or any other agreement between the Executive and the Company. For the avoidance of doubt, if the Executive is entitled to such payments and benefits, they shall be in lieu of any payments under any other severance policy or practice of the Company or its successor. Notwithstanding anything in this Agreement to the contrary, if any payment or benefit described in Sections 4(b) through Section 4(f) is subject to Section 409A of the Code and the timing of such payment could occur in one of two taxable years of the Executive depending on when the Executive executes (and does not revoke) the Release, then such payment or benefit shall be made in the later of the two taxable years, regardless of when the Release is executed.

5.Limitation on Payments and Benefits.

(i)Notwithstanding anything in this to the contrary, if the Accounting Firm shall determine that receipt of all Payments would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder.

(ii)If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 5 shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no

11

event later than thirty (30) days following the Termination Date. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are “parachute payments” in the following order: first, the outplacement benefits under Section 4(e); second, the cash Qualifying Termination Payment described under Section 4(b); third, the subsidized COBRA continuation coverage as provided under Section 4(d); fourth, PSUs until they are fully exhausted; and fifth, RSUs until they are fully exhausted. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

(iii)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with interest; provided,however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest.

(iv)To the extent requested by the Executive, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that Payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

6.Death.

12

(a) Except as provided in Section 6(b) hereof, in the event of a Covered Termination due to the Executive’s death, the Executive’s estate, heirs and/or beneficiaries (as determined by the Executive’s personal representative) shall be entitled to receive all the Executive’s Accrued Benefits through the Termination Date.

(b)If the Executive dies after a Notice of Termination has been given (i) by the Company, for reasons other than Disability, or (ii) by the Executive for Good Reason, the Executive’s estate, heirs and beneficiaries shall be entitled to the benefits described in Section 6(a) hereof, and, subject to the provisions of this Agreement, to any Qualifying Termination Payment that the Executive would have been entitled to had the Executive survived. For purposes of this Section 6(b), the Termination Date shall be the earlier of (i) thirty (30) days following the giving of the Notice of Termination or (ii) one day prior to the end of the Employment Period.

7.Termination for Disability. In the event of a Covered Termination by the Company due to the Executive’s Disability, the Executive shall be entitled only to the Accrued Benefits described in Section 4(a) hereof; provided, however, that the Executive shall remain eligible for all benefits provided under the Company’s short-term disability programs in effect at the time of such termination. The Company may terminate the Executive’s employment due to Disability only if all the following conditions are met: (i) the Company provides at least thirty (30) day’s advance written notice to Executive of its intent to terminate the Executive’s employment on account of Disability (such notice shall not constitute the Notice of Termination contemplated below); (ii) the Executive has not resumed performing essential functions of the Executive’s role, with or without accommodation, prior to the termination date specified in such notice; and (iii) the Company provides a Notice of Termination in accordance with Section 8 hereof. Notwithstanding the foregoing, the Company may also terminate the Executive’s employment immediately upon providing a Notice of Termination if, after receiving the notice of intent to terminate due to Disability pursuant to subsection (ii), the Executive returns to work but is either unable or unwilling to perform the essential functions of their role, with or without accommodation, for a consecutive period of ninety (90) days following the Executive’s return to work.

8.Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by a written intent to terminate (“Notice of Termination”) to the Executive, if such Notice of Termination is given by the Company, and to the Company, if such Notice of Termination is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 hereof:

(a)If such termination is for Disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.

(b)Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entity) then in office.

(c)The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable,

13

alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement.

(d)Except as otherwise provided in Section 1(s) hereof, the recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 hereof written notice of any dispute relating to such Notice of Termination to the Party giving such notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

9.Confidentiality Obligations of the Executive; Noncompetition; Nonsolicitation. In consideration of the benefits set forth in Section 4, the Executive hereby agrees as follows:

(a)Confidentiality and Nondisclosure Obligations.

(i)Nothing in this Agreement or otherwise limits Executive’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against Executive for any of these activities, and nothing in this Agreement or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the SEC or any other Government Agency. For the avoidance of doubt, nothing in this Agreement or otherwise shall prevent Executive from exercising any legally protected whistleblower rights (including under Rule 21F under the Exchange Act) and Executive may disclose Confidential Information to the extent it is in response to a valid order of a court or other governmental authority or to otherwise comply with applicable law.

(ii)Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Company and Executive acknowledge and agree that Executive shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a Trade Secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Trade Secret to Executive’s attorney and may use the Trade Secret information in the court proceeding, if Executive (X) files any document containing the Trade Secret under seal and (Y) does not disclose the Trade Secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section.

(iii)Executive acknowledges (1) Company’s business is both highly specialized and competitive, and (2) certain non-public documents and information regarding Company’s and its subsidiaries’ customers, clients, services, methods of operation, sales, and the specialized business needs of Company’s and its subsidiaries’

14

customers and clients, constitute highly Confidential Information (as defined herein) that is not generally known to, or readily ascertainable by, the public or Company’s or its subsidiaries’ competitors. Executive further acknowledges that, during Executive’s employment, Executive will have access to Confidential Information and property, processes and/or systems belonging to Company, its subsidiaries and/or their clients/customers, agrees such information shall remain the exclusive property of Company, its subsidiaries and/or their clients/customers respectively, and understands the misappropriation or unauthorized use/disclosure of such information at any time is prohibited and will cause Company irreparable injury.

(iv)“Trade Secrets” shall have that meaning set forth under applicable law. Likewise, the term “Confidential Information” means information, property, processes and/or systems (whether or not in writing) that is not generally known to the public, is related to Company’s or its subsidiaries’ business and is maintained as confidential. “Confidential Information” includes, without limitation, (i) any information, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes that Company or its subsidiaries considers confidential and is valuable and provides a competitive advantage because it is not generally known and not readily ascertainable by proper means; methods or policies; prices or price formulas; processes; procedures; information relating to customers, including customer lists, prospective partners, partners, and other entities; financial information; computer software (including design, programming techniques, flow charts, source code, object code, and related information and documentation); personnel information; and any and all other information of any kind or character relating to the development, improvement, manufacture, sale, or delivery of products or services by Company or its subsidiaries, whether or not reduced to writing, (ii) information that is marked or otherwise treated as confidential or proprietary by the Company or its subsidiaries; and (iii) information received by the Company or its subsidiaries from others which the Company or its subsidiaries are obligated to keep confidential. “Confidential Information” does not include information that (a) is or becomes generally available to the public other than by the fault of Executive, (b) becomes available to Executive on a non-confidential basis from a source other than Company or its subsidiaries, provided that the source is not prohibited from disclosing such information to Executive by any contractual or other obligation with Company, its subsidiaries or otherwise, or (c) information that can be demonstrated to have been known by Executive prior to Executive’s employment with the Company. “Confidential Information” also does not include the general nature of Company’s or its subsidiaries business or this Agreement or a summary of it.

(v)Both during and after Executive’s employment with the Company, Executive shall not, except as required to fulfill Executive’s job duties for the Company, directly or indirectly use or disclose Trade Secrets.

(vi)During Executive’s employment with the Company and for a period of two (2) years thereafter, Executive shall not, except as required to fulfill Executive’s job duties for the Company, directly or indirectly use or disclose any Confidential Information.

(b)Non-Solicitation.

15

(i)Executive acknowledges Company’s and its subsidiaries’ Confidential Information, Trade Secrets and relationships with their customers, clients, employees, and other business associations are among Company’s and its subsidiaries’ most important assets. Executive further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for developing and maintaining such information/relationships.

(ii)“Restricted Client” means any individual or entity (i) for whom/which the Company or its subsidiaries sold or provided products or services and (ii) with whom/which Executive had contact on behalf of the Company or its subsidiaries, or about whom/which Executive acquired Confidential Information as a result of Executive’s employment by the Company, in the case of both (i) and (ii), above, during the twelve (12) month period immediately prior to the end of Executive’s employment with the Company. Likewise, the term “Prospective Client” means any individual or entity (i) for whom/which the Company or its subsidiaries has made a bid or proposal to provide goods or services and (ii) with whom/which Executive had contact on behalf of the Company or its subsidiaries, or about whom/which Executive acquired non-public or proprietary information as a result of his/her employment with the Company, in the case of both (i) and (ii), above, during thetwelve (12) month period immediately prior to the end of Executive’s employment with the Company.

(iii)Executive agrees that, during Executive’s employment with Company and for a period of twenty-four (24) months thereafter, Executive will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any Restricted Client.

(iv)Executive agrees that, during Executive’s employment with Company and for a period of twenty-four (24) months thereafter, Executive will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any Prospective Client.

(v)Executive agrees that, during Executive’s employment with Company and for a period of twenty-four (24) monthsthereafter, Executive will not directly or indirectly, whether for Executive’s benefit or for the benefit of a third party, recruit, solicit, or induce, or attempt to recruit, solicit, or induce: (1) anyone employed by Company or its subsidiaries to terminate employment with, or otherwise cease a relationship with, Company; or (2) anyone employed by Company or its subsidiaries at any time during the immediately preceding twelve (12) months to provide services of any kind to a competitor of Company.

(c)Non-Competition.

(i)Executive acknowledges Company’s and its subsidiaries confidential/trade secret information and relationships with its customers, clients, employees, and other business associations are among Company’s and its subsidiaries most important assets. Executive further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for

16

developing and maintaining such information/relationships. During the Restricted Period, the Executive agrees and covenants not to engage in Prohibited Activity within the Restricted Territory. For the purposes of this Agreement, the following terms shall apply:

(ii)“Restricted Period” means the period of the Executive’s employment with the Company and twenty-four (24) months immediately following the termination of the Executive’s employment with the Company, or such shorter period as may be required under applicable law.

(iii)“Restricted Territory” means the geographic area in which the Company or its Affiliates conducted business and/or provided goods or services at any time during the twelve (12) months immediately preceding the termination of the Executive’s employment, including any area where the Executive had material involvement, influence or responsibility on behalf of the Company.

(iv)“Prohibited Activity” means providing services, whether directly or indirectly, as an employee, officer, director, consultant, independent contractor, advisor, agent, partner, investor, owner, or in any similar capacity, to any business or entity that sells products or services that are competitive with those of the Company during the twelve (12) month period prior to termination of employment. This includes businesses primarily engaged in the manufacture, sale, or service of the categories of specialty vehicles manufactured, sold or serviced by the Company, including but not limited to fire and emergency vehicles and recreational vehicles. Prohibited Activity also includes any activity that may require or inevitably require the use or disclosure of the Company’s Trade Secrets or other “Confidential Information”.

(v)Nothing in this Section 9(c) shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership constitutes a passive investment and that the Executive does not otherwise participate in the business of such corporation.

(vi)This Section 9 shall not restrict or impede the Executive from exercising rights that cannot be waived by agreement under applicable law or from complying with any valid order of a court or Government Agency, provided such compliance does not exceed what is legally required. The Executive shall promptly notify the Company of any such order requiring disclosure or compliance.

(d)Enforcement.

(i)Executive agrees, during the term of any restriction contained in this Agreement, to disclose the terms of this Section 9 to any person or entity that offers employment to Executive. Executive further agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions hereof known to, any of Executive’s potential or future employers.

(ii)The Parties agree that damages will be an inadequate remedy for breaches of this Section 9 and, in addition to damages and any other available relief, a court

17

shall be empowered to grant injunctive relief (without the necessity of posting bond or other security).

(iii)Notwithstanding anything in this Agreement to the contrary, the activity restrictions contained in this Section 9 are intended to run alongside, and neither supersede, be subservient to, nor replace any similar restrictions imposed by other agreements that may exist between Executive and the Company. If any provision of this Section 9 is deemed by a court of competent jurisdiction to be in irresolvable conflict with any other activity restriction that may be in place between Executive and the Company, and each restriction in question is deemed by such court to be fully enforceable on its terms, the provision which is determined by the Company to be more protective of its business interests shall control.

10.Payment Obligations and Expenses in the Event of a Dispute.

(a)Payment Obligations Absolute. The Company’s obligations during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 5 and Section 10(b) of this Agreement, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

(b)Expenses and Interest. If, after a Change in Control of the Company, a good faith dispute arises with respect to the enforcement of the Executive’s rights under this Agreement or if any legal or arbitration proceeding shall be brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, the Executive shall recover from the Company any reasonable attorneys’ fees and necessary costs and disbursements incurred by the Executive as a result of such dispute, legal or arbitration proceeding (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Executive calculated at the rate of interest announced by US Bank, N.A. from time to time as its prime or base lending rate from the date that payments to him should have been made under this Agreement. Within ten (10) days after the Executive’s written request therefor, but no later than the end of the calendar year following the year in which the Executive incurred the Expense, the Company shall reimburse the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive’s Expenses.

11.Assignment: Successors.

(a)If the Company proposes to engage in a potential Change in Control of the Company, then, at least ten (10) days prior to the closing of such event, the Company shall,

18

subject to the consummation of such Change in Control of the Company, assign all of its right, title, and interest in this Agreement, effective as of the closing date of such event, to the Person who is to succeed the Company in connection with the Change in Control of the Company. The Company shall ensure that such Person, at least ten (10) days prior to the closing of such event, by written agreement, assumes and agrees to perform all of the terms, conditions, and provisions of this Agreement imposed on the Company, effective upon the consummation of the Change in Control of the Company. If the Change in Control of the Company is consummated and the Company fails to obtain such an assumption agreement at least ten (10) days prior to the closing of such event, such failure shall constitute a breach of this Agreement, giving rise to Good Reason hereunder. Upon the effective assignment by the Company and the assumption of this Agreement by such Person, the term “Company” shall refer to the Person that has assumed the obligations of the Company under this Agreement, as well as the Company (which shall remain obligated to fulfill all obligations under this Agreement). The Executive shall be entitled to enforce the terms of this Agreement against such Person, the Company or any other successor to the Company. Except as provided in this subsection, this Agreement shall not be assignable by the Company, and it shall not be terminated by the voluntary or involuntary dissolution of the Company.

(b)This Agreement and all rights of the Executive shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive under Sections 4, 5, 6 and 7 hereof if the Executive had lived shall be paid, in the event of the Executive’s death, to the Executive’s estate, heirs and representatives.

12.Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

13.Entirety of Agreement/Amendment. This Agreement sets forth the entire agreement and understanding between the Company and the Executive relating to the subject matter contained herein and supersedes all prior agreements with respect to such subject matter, except for any agreements between the Company and the Executive that are not in conflict with this Agreement (including, without limitation, any compensation, benefit and indemnification agreements), which will remain in full force and effect even after a Change in Control of the Company. Neither the Company nor the Executive shall be bound by any representation or term with respect to the subject matter hereof other than as expressly stated in this Agreement or by a written amendment to this Agreement signed by authorized representatives of both the Company and the Executive. This Agreement shall apply to future arrangements and agreements entered into by the Executive, provided such agreements do not conflict with the terms of this Agreement or any other prior agreements between the Company and the Executive. Notwithstanding the foregoing, at all times in the future, the Executive will remain bound by the terms of the any agreements between him and the Company containing restrictive covenants, including with respect non-competition, non-solicitation and confidentiality covenants, to the extent permitted by applicable law. For the avoidance of doubt, this Agreement shall supersede and replace any prior Change in Control Severance Agreement between the Company and Executive, which is hereby terminated and of no further effect. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.

19

14.Withholding. The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that, the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of nationally recognized tax counsel if any question as to the amount or requirement of any such withholding shall arise.

15.Certain Rules of Construction. No Party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Executive and an authorized representative of the Company.

16.Governing Law: Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, in the judicial district encompassing the city in which the Executive resides. The Parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each Party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

17.Notice. Notices given pursuant to this Agreement shall be in writing and shall be deemed given when actually received by the Executive or actually received by the Company’s General Counsel or any officer of the Company other than the Executive. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to 245 S. Executive Drive, Suite 100, ATTN: Chief Human Resources Officer or General Counsel, Brookfield, WI 53005, or if to the Executive, at the address set forth below the Executive’s signature to this Agreement, or to such other address as the Party to be notified shall have theretofore given to the other Party in writing.

18.No Waiver. No waiver by either Party at any time of any breach by the other Party of, or compliance with, any condition or provision of this Agreement to be performed by the other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

19.Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

SIGNATURE PAGE TO FOLLOW

20

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.

EXECUTIVE	REV GROUP, INC.
	By:
/s/ Amy Campbell Residential Address: [Address Redacted]	Name: /s/ Stephen Zamansky Title:  General Counsel

21

EXHIBIT A

RELEASE AND WAIVER

This RELEASE AND WAIVER is made this ________ day of ________________, 20____,

by and between Amy Campbell and REV GROUP, INC. (the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Change in Control Severance Agreement by and between REV Group, Inc. and me (the “CIC Severance Agreement”).

IN CONSIDERATION FOR BENEFITS payable to me as contained in the CIC Severance Agreement, I hereby agree as follows:

I, with the intention of binding myself, my heirs, executors, administrators and assigns, do hereby release, acquit and forever discharge REV Group, Inc. and its past and present subsidiaries and Affiliates, and all of its past, present and future officers, directors, employees, shareholders, agents, partners, principals, members, representatives, insurers, reinsurers, estates, executors, administrators, heirs, successors, assigns and attorneys, in there capacities as such (hereinafter collectively the “Company”), of and from all manner of actions, causes of action, arbitrations, suits, debts, sums of money, accounts, reckonings, bonds, covenants, controversies, agreements, promises, damages, judgments, charges, claims and demands whatsoever that I now have or may have for actions, inactions or omissions of the Company on or prior to the date of execution of this Release and Waiver, both known and unknown, fixed and contingent, including, but not limited to, any claims of employment discrimination under federal, state or local laws, claims under the Age Discrimination in Employment Act, claims under the Fair Employment Laws, any claimed violations of statute, any violations of public policy, any claims arising from my employment with the Company and/or my separation from employment, any claims growing out of any legal restriction on the Company’s right to terminate its employees, and any tort, contract, quasi-contract or other common law claims; provided, however, that the foregoing shall not apply to: (i) any breach by the Company of this Release and Waiver; (ii) my rights to any Accrued Benefits or earned benefits or compensation under any agreement or arrangement with the Company or any employee benefit plans, (iii) my rights and benefits under the CIC Severance Agreement; (iv) my rights under any indemnification or similar agreement with the Company, and any other rights I have to indemnification, advancement of expenses, contribution and exculpation, and all rights under insurance policies; (v) my rights and benefits with respect to any Continuing Obligations, or (vi) any claims which may arise after the date this Release and Waiver is signed.

I hereby expressly waive the benefits of any statute or rule of law which, if applied to this Release and Waiver, would otherwise exclude from its binding effect any claims not known by me to exist which arose prior to the signing of this Release and Waiver.

Notwithstanding the foregoing, I understand that the scope of this Release and Waiver does not apply to claims under applicable workers’ compensation or unemployment insurance law, to any vested benefits I may be entitled, or to any other laws which, by their nature, cannot be legally released. I further understand and acknowledge that my acceptance of this Release and Waiver does not prevent, restrict or in any way limit my right to file a charge or complaint with a Government Agency or participate in an investigation or proceeding initiated or conducted by a Government Agency; provided, however, this Release and Waiver does prevent me from making any personal recovery against the Company, including the recovery of money damages, as a result of filing a charge or complaint with a Government Agency against the Company, except that this RELEASE AND WAIVER shall not limit any rights of indemnification or advancement I may have.

22

The Company understands and agrees that the releases set forth herein do not in any way affect my rights to take whatever steps may be necessary to enforce the terms of this Release and Waiver, the CIC Severance Agreement, or any Continuing Obligations or to obtain relief in the event of the breach of the terms of this Release and Waiver.

I understand that if I am 40 years of age or older, I am entitled to certain information as provided in the Older Workers Benefit Protection Act. If applicable, that information is attached and should remain attached to this RELEASE AND WAIVER. An additional copy has been provided and will be retained by me. In addition, I understand that I have a period of at least 45days to review this RELEASE AND WAIVER.

I understand that if I am under the age of 40, I have a period of at least 21 days to review this RELEASE AND WAIVER.

I have carefully read and fully understand all the provisions of this RELEASE AND WAIVER which sets forth the entire RELEASE AND WAIVER between the Company and me. Ihave entered into this RELEASE AND WAIVER voluntarily and have not relied upon any representation or statement, written or oral, concerning the subject matter of this RELEASE AND WAIVER which is not set forth herein. I have also read and fully understand the CIC Severance Agreement previously provided to me. I understand that I am hereby advised to consult, and have had the opportunity to consult with, an attorney of my choosing.

I understand that this RELEASE AND WAIVER will be governed by the laws of the state in which I reside and of the United States and may be changed only by an amendment in writing signed by both the Company and me.

I understand that if I am 40 years of age or older, that I may revoke this RELEASE AND WAIVER at any time within a seven (7) day period immediately following the execution of this RELEASE AND WAIVER. This RELEASE AND WAIVER shall not become effective or enforceable until the eighth (8th) day following execution of this RELEASE AND WAIVER.

IN WITNESS WHEREOF, the Parties have executed this RELEASE AND WAIVER on the date written above.

(EMPLOYEE): REV Group, INC. (EMPLOYER):

	By:
Name:	Title:
Date:	Date:

CAUTION

THIS IS A RELEASE AND WAIVER. PLEASE READ BEFORE SIGNING.

YOU ARE HEREBY ADVISED TO SEEK THE ADVICE OF AN ATTORNEY BEFORE SIGNING.

23

EX-10.5

Exhibit 10.5

REV GROUP, INC.

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the 3rd day of June, 2025, by and between REV GROUP, INC., a Delaware corporation (“Company”), and Stephen Zamansky (“Executive”, and together with the Company, the “Parties” and each a Party”).

WITNESSETH:

WHEREAS, the Executive is employed by the Company as a key executive, and the Executive’s services in such capacities are critical to the continued successful conduct of the business of the Company;

WHEREAS, the Company recognizes that circumstances in which a change in control of the Company occurs, through acquisition or otherwise, are highly disruptive and will cause uncertainty about the Executive’s future employment with the Company without regard to the Executive’s competence or past contributions and that such uncertainty may materially adversely affect the Company;

WHEREAS, the Company and the Executive are desirous that any proposal for a change in control or acquisition of the Company will be considered by the Executive objectively, with reference only to the best interests of the Company and its stockholders and without undue regard for the Executive’s personal interests;

WHEREAS, the Executive will be in a better position to consider the Company’s and its stockholders’ best interests if the Executive is afforded reasonable security, in the form of severance as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition; and

WHEREAS, the Company has determined, in its sole direction, to modify the severance benefits payable in connection with a change in control and desires to set forth such modifications in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the Parties hereto mutually covenant and agree as follows:

1.Definitions.

(a)Accounting Firm. For purposes of this Agreement “Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change of Control for purposes of making the applicable determinations hereunder, which firm shall not, without the Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change of Control.

(b)Accrued Benefits. For purposes of this Agreement, the term “Accrued Benefits” has the meaning assigned to it in Section 4(a).

(c)Acquirer. For purposes of this Agreement, the term “Acquirer” shall mean the entity (or entities) that acquire(s), directly or indirectly, control of the Company in connection with a Change in Control of the Company, including any successor to the Company by merger, consolidation, amalgamation, sale of all or substantially all assets, or other similar transaction.

(d)Act. For purposes of this Agreement, the term “Act” shall mean the Securities Exchange Act of 1934, as amended.

(e)Affiliate and Associate. For purposes of this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations of the Act.

(f)Affiliated Entities. For purposes of this Agreement, the term “Affiliated Entities” shall mean any corporation, partnership, limited liability company, or other business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company, including any entity that would be treated as a single employer with the Company under Sections 414(b) or (c) of the Code, and, for purposes of Section 280G of the Code, any entity that would be treated as an “affiliated corporation” under Treasury Regulation Section 1.280G-1, Q&A-46.

(g)Agreement Payments. For purposes of this Agreement, the term “Agreement Payments” has the meaning assigned to it in Section 5(i).

(h)Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the “Beneficial Owner” of any securities:

(i)which such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase;

(ii)which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d‑3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules

2

and regulations under the Act and (B) is not also then reportable on a Schedule 13D under the Act (or any comparable or successor report); or

(iii)which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in Subsection 1(d)(ii) above) or disposing of any voting securities of the Company.

(i)Cause. For purposes of this Agreement, “Cause” for termination by the Company of the Executive’s employment after a Change in Control of the Company (or prior to a Change in Control of the Company pursuant to Section 2) shall be limited to any of the following: (i) the engaging by the Executive in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal) which substantially impairs the Executive’s ability to perform his duties or responsibilities; and (iii) continuing willful and unreasonable refusal by the Executive to perform the Executive’s duties or responsibilities (unless significantly changed without the Executive’s consent).

(j)Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

i.any Person (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding voting securities;

ii.the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the date of this Agreement, constitute the board of directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved or recommended by a vote of a majority of the directors then still in office who either were directors as of the date of this Agreement or whose appointment, election or nomination for election was previously so approved or recommended;

iii.there is consummated a merger, consolidation or amalgamation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, or the issuance of voting securities of the Company in connection with such a transaction; provided that immediately following such transaction, the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) thirty-five percent (35%)

3

or more of the total voting power of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, thirty-five percent (35%) or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of either the then-outstanding shares or the combined voting power of the Company’s then-outstanding voting securities shall not be considered a Change in Control of the Company; or

iv.there is a complete liquidation of the Company or there is sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect) in which any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the Stock immediately prior to such transaction or series of transactions continue to own, by virtue of their ownership of such Stock, substantially the same ownership percentage in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions as they owned of the Stock. In no event will a Change in Control of the Company be deemed to have occurred if the Executive is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control of the Company.

(k)Code. For purposes of this Agreement, the term “Code” shall mean the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

(l)Confidential Information. For purposes of this Agreement, the term “Confidential Information” has the meaning assigned to it in Section 9(a)(iv).

(m)Continuing Obligation. For purposes of this Agreement, the term “Continuing Obligation” shall mean any obligation, duty, or liability of the Executive or the Company that, by the terms of an agreement or applicable law, is intended to survive the termination or expiration of such agreement or arrangement, including but not limited to confidentiality, non-compete, non-solicitation, and indemnification covenants, as well as retirement benefits and any other obligation expressly stated to continue after termination.

(n)Covered Termination. For purposes of this Agreement, the term “Covered Termination” shall mean any termination of the Executive’s employment where the Termination

4

Date is any date on or after a Change in Control of the Company (except as provided in Section 2) and prior to the end of the Employment Period.

(o)Disability. For purposes of this Agreement, the term “Disability” shall mean the Executive’s inability to perform the essential functions of Executive’s job, with or without reasonable accommodation, for a period of one hundred and twenty (120) consecutive days, or one hundred and eighty (180) days in the aggregate during any three-hundred sixty-five (365) day period.

(p)Employment Period. For purposes of this Agreement, the term “Employment Period” shall mean the period commencing on the date of a Change in Control of the Company and ending at 11:59 p.m. Milwaukee time on the secondanniversary of such date.

(q)Equity Awards. For purposes of this Agreement, the term “Equity Awards” shall mean any restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted under the Omnibus Plan.

(r)Expenses. For purposes of this Agreement, the term “Expenses” has the meaning assigned to it in Section 10(b).

(s)Good Reason. For purposes of this Agreement, the Executive shall have a “Good Reason” for termination of employment after a Change in Control of the Company in the event of any of the following without Executive’s written consent:

i.A material reduction in any of the Executive’s base salary, annual cash incentive opportunity or long-term compensation opportunities or the value thereof;

ii.A material change in Executive’s authority, duties or responsibilities with the Company;

iii.Executive being required by the Company to be based at any office or location that is more than fifty (50) miles from the location where Executive was principally employed immediately preceding the Change in Control of the Company, which the Parties acknowledge would be a material relocation; and

iv.A material breach by the Company or its successor or assign, of this Agreement or any other agreement between the Company and Executive.

Notwithstanding the foregoing, in order for Executive to terminate for Good Reason, the Executive must give the Company a written notice of the Executive’s claim for Good Reason within ninety (90) days of the initial existence of the condition(s) specified by Executive that constitute Good Reason and the Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, Executive shall not have a “Good Reason” to terminate under this Agreement. If, during such 30-day period, the Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall have a “Good Reason” to terminate if he terminates his employment within one hundred and twenty (120) days of Executive’s original written notice of Good Reason.

5

(t)Government Agency. For purposes of this Agreement, the term “Government Agency” has the meaning assigned to it in Section 9(a)(i).

(u)Management Incentive Plan. For purposes of this Agreement, the term “management incentive plan” shall mean the REV Group Management Incentive Plan (“MIP”) or any successor incentive plan.

(v)Net After-Tax Receipt. For purposes of this Agreement, the term “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Section 280G(b)(2)(A)(ii) and Section 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Section 1 and Section 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s).

(w)Notice of Termination. For purposes of this Agreement, the term “Notice of Termination” has the meaning assigned to it in Section 8.

(x)Omnibus Plan. For purposes of this Agreement, the term “Omnibus Plan” shall mean the Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan or any successor equity compensation plan.

(y)Overpayment. For purposes of this Agreement, the term “Overpayment” has the meaning assigned to it in Section 5(iii).

(z)Parachute Value. For purposes of this Agreement, the term “Parachute Value” of a Payment shall mean the present value as of the date of the Change of Control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(aa)Payment. For purposes of this Agreement, the term “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to the Agreement or otherwise.

(bb)Person. For purposes of this Agreement, the term “Person” shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(cc)Prior Year MIP Bonus. For purposes of this Agreement, the term “Prior Year MIP Bonus” has the meaning assigned to it in Section 4(a).

(dd)Prohibited Activity. For purposes of this Agreement, the term “Prohibited Activity” has the meaning assigned to it in Section 9(c)(iv).

6

(ee)Prorated MIP Bonus. For purposes of this Agreement, the term “Prorated MIP Bonus” has the meaning assigned to it in Section 4(f).

(ff)Prospective Client. For purposes of this Agreement, the term “Prospective Client” has the meaning assigned to it in Section 9(b)(ii).

(gg)Qualifying Termination. For purposes of this Agreement, the term “Qualifying Termination” has the meaning assigned to it in Section 3(b).

(hh)Qualifying Termination Payment. For purposes of this Agreement, the term “Qualifying Termination Payment” has the meaning assigned to it in 4(b).

(ii)Release. For purposes of this Agreement, the term “Release” means a general release of claims in substantially the same form attached hereto as Exhibit A.

(jj)Restricted Client. For purposes of this Agreement, the term “Restricted Client” has the meaning assigned to it in Section 9(b)(ii).

(kk)Restricted Period. For purposes of this Agreement, the term “Restricted Period” has the meaning assigned to it in Section 9(c)(ii).

(ll)Restricted Territory. For purposes of this Agreement, the term “Restricted Territory” has the meaning assigned to it in Section 9(c)(iii).

(mm)Safe Harbor Amount. For purposes of this Agreement, the term “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(nn)Stock. For purposes of this Agreement, the term “Stock” shall mean shares of the common stock, par value $.001 per share, of the Company.

(oo)Termination Date. For purposes of this Agreement, except as otherwise provided in Section 6 hereof, the term “Termination Date” shall mean (i) if the Executive’s employment is terminated by the Executive’s death, then the date of death; (ii) if the Executive’s employment is terminated by reason of Disability pursuant to Section 7 hereof, then the date the Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive voluntarily (other than for Good Reason), then the date the Notice of Termination is given; and (iv) if the Executive’s employment is terminated by the Company (other than by reason of Disability pursuant to Section 7 hereof) or by the Executive for Good Reason, then the earlier of thirty (30) days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(A)If termination is by the Company for Cause pursuant to Section 1(i)(iii) of this Agreement and if the Executive has substantially cured the conduct constituting such Cause as described by the Company in its Notice of Termination within such thirty (30) day or shorter period, then the Executive’s employment hereunder shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such Notice.

7

(B)If the termination is described in Section 2 hereof, then the Termination Date shall be the date of the Executive’s termination of employment from the Company.

(pp)Trade Secrets. For purposes of this Agreement, the term “Trade Secrets” has the meaning assigned to it in Section 9(a)(iv).

(qq)Underpayment. For purposes of this Agreement, the term “Underpayment” has the meaning assigned to it in Section 5(iii).

2.Termination or Cancellation Prior to Change in Control. The Company retains the right to terminate the Executive’s employment at any time prior to a Change in Control of the Company, subject to the terms and conditions of any other then-existing written employment arrangement or agreement between the Executive and the Company; provided, however, that if the Executive’s employment is terminated by the Company, other than by reason of (i) death, (ii) Disability in accordance with Section 7, or (iii) Cause, at any time after the board of directors’ authorized negotiations are commenced between the Company and another Person which ultimately lead to a Change in Control of the Company, then the Executive shall be entitled to receive, at the earlier to occur of the closing or the effective date of such Change in Control of the Company, all payments and benefits under Section 4, as if such termination was a Covered Termination. Except as set forth in this Section 2 or in Section 11, if the Executive’s employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and canceled and of no further force and effect, and any and all rights and obligations of the Parties hereunder shall cease.

3.Termination following a Change in Control.

(a)Covered Termination for Cause or Without Good Reason. If the Executive experiences a Covered Termination due to (i) termination of employment by the Company for Cause or (ii) the Executive’s voluntary termination of employment other than for Good Reason, then the Executive shall only be entitled to receive Accrued Benefits as described in Section 4(a) and such other compensation and benefits as may be provided under other arrangements and agreements between the Executive and the Company. Such terminations shall be subject to the procedural requirements set forth in Section 8.

(b)Qualifying Termination. If the Executive experiences a Covered Termination due to (i) termination of employment by the Company other than by reason of death, Disability or Cause or (ii) termination of employment by the Executive for Good Reason (in each case, a “Qualifying Termination”), then the Executive shall be entitled to receive the following: (i) Accrued Benefits, as set forth in Section 4(a); (ii) Qualifying Termination Payment, as set forth in Section 4(b); (iii) accelerated Equity Awards, as set forth in Section 4(c); (iv) welfare plan continuation, as set forth in Section 4(d); (v) outplacement services as set forth in Section 4(e); and (vi) the Prorated MIP Bonus described in Section 4(f).

4.Certain Payments and Benefits Upon a Covered Termination and Qualifying Termination.

8

(a)Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all base salary earned through the Termination Date but not yet paid; (ii) reimbursement for any reasonable and necessary expenses incurred by the Executive on behalf of the Company through the Termination Date, subject to the Company’s standard policies regarding expense reimbursement; (iii) any cash compensation earned though the Termination Date and deferred at the Executive’s election or pursuant to any deferred compensation plan then in effect, subject to 409(a) Covered Employee holding requirements; (iv) if the Termination Date occurs after the end of the Company’s fiscal year but before the payment date of the annual incentive under the MIP for such year, a lump sum amount equal to the Executive’s earned but unpaid annual incentive under the MIP for such prior fiscal year (the “Prior Year MIP Bonus”); (v) subject to any irrevocable deferral election then in effect, a lump sum payment of the bonus, incentive compensation and other reportable W-2 compensation otherwise payable to the Executive for the year in which termination occurs, based on actual performance under all applicable Company bonus or incentive compensation plans in which the Executive participates; and (vi) any other payments or benefits to which the Executive may be entitled as a vested participant under any applicable benefit plan, policy or program of the Company. Payment of Accrued Benefits shall be made promptly in accordance with standard Company policy, with reimbursements under subsections (ii) completed no later than the second calendar year following the year in which the Termination Date occurs.

(b)Qualifying Termination Payment.The Qualifying Termination Payment shall be an amount equal to two (2) times the sum of: (i) the Executive’s base salary, determined as the greater of (x) the Executive’s base salary in effect on the Termination Date or (y) the Executive’s base salary in effect immediately prior to the Change in Control of the Company;and(ii) the Executive’s annual target cash incentive under the MIP, determined as the greater of (x) the Executive’s target annual incentive for the year that includes the Termination Date or (y) the Executive’s target annual incentive for the year in which the Change in Control of the Company occurred. The Qualifying Termination Payment shall be paid to the Executive in a cash lump sum no later than thirty (30) calendar days after the execution and non-revocation of the Release, provided that such execution occurs within fifty-five (55) days following the Termination Date. The Executive shall not be required to mitigate the amount of the Qualifying Termination Payment by securing other employment or otherwise, nor will such Qualifying Termination Payment be reduced by reason of the Executive securing other employment or for any other reason.

(c)Equity Award Treatment. In the event of a Change in Control of the Company, treatment of Equity Awards shall be as follows:

(i)Acceleration of RSAs and RSUs. Upon the occurrence of a Qualifying Termination following a Change in Control of the Company, all unvested RSAs and RSUs, including any PSUs that are converted into RSUs in accordance with Section 4(c)(ii), held by the Executive shall immediately vest.

(ii)Conversion of PSU to RSUs. Upon the occurrence of a Change in Control of the Company, any then unvested PSUs held by the Executive shall automatically convert into time-based RSUs based on the greater of (A) the target amount of PSUs set

9

forth in the applicable award agreement and (B) the forecasted number of PSUs that would have been earned based on forecasted level of achievement of the applicable performance metrics, as solely determined by the compensation committee of the board of directors most recently prior to the consummation of the Change in Control of the Company. Such RSUs shall have the same vesting and other general terms as the PSUs from which they were converted.

(iii)Treatment Upon Non-Assumption or Non-Continuation. Notwithstanding the foregoing, in the event the Acquirer (A) does not maintain an equity incentive plan or arrangement or (B) does not assume, continue or substitute the Executive’s outstanding unvested Equity Awards with awards of equivalent value and terms, then all unvested Equity Awards held by the Executive shall immediately vest and settle (or, in the case of an option, shall become exercisable) upon a Change in Control of the Company.

(iv)Treatment of Any Award that Is Deferred Compensation. Notwithstanding the foregoing or any provision of any award agreement to the contrary, for any award that provides for accelerated distribution on a Change in Control of the Company of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control of the Company does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control of the Company but instead shall vest as of such Change in Control of the Company and shall be distributed on the scheduled payment date specified in the applicable award agreement, except to the extent that earlier distribution would not result in the participant who holds such award incurring interest or additional tax under Section 409A of the Code.

(d)Welfare Plans. Until the earlier of (i) eighteen (18) months following the Termination Date or (ii) the date the Executive becomes covered by health and welfare benefits from another employer that are, in the aggregate, no less favorable than those provided by the Company, the Company shall continue to provide the Executive, at the Company’s expense, with life insurance, medical, dental and vision benefits at the same or equivalent level as was in effect immediately prior to the date the Notice of Termination was given. The continuation of medical, dental, and vision coverage hereunder shall count as COBRA continuation coverage, if the Company or its successor so elects. If an Executive is entitled to the benefits described in this Section 4(d), then, to the extent necessary to satisfy the Company’s obligations, the Company shall either (1) reimburse the Executive for any increase in costs under such coverage paid by the Executive and/or (2) provide retroactive coverage effective as of the Executive’s Termination Date.

(e)Outplacement Services. The Executive shall be entitled to receive, at the Company’s expense, reasonable outplacement services on an individual basis, provided by a nationally recognized executive placement firm selected by the Company. These outplacement services will be available for up to twelve (12) months following the Termination Date, with a maximum expense not to exceed Thirty Thousand Dollars ($30,000.00).

10

(f)Prorated MIP Bonus. The Executive shall be entitled to receive a prorated portion of the Executive’s annual cash incentive under the MIP for the fiscal year in which the Termination Date occurs, determined based on the greater of (x) the Executive’s target annual incentive for such year or (y) the Company’s forecasted performance for the applicable year (as discussed with the compensation committee of the board of directors most recently prior to such Termination Date); provided that, if the Change in Control of the Company and the Termination Date occur in the same fiscal year, the amount in clause (y) shall be the most recently forecasted performance prior to the Change in Control of the Company. Such pro-ration shall be calculated by multiplying the amount determined under (x) or (y), as applicable, by a fraction, the numerator of which is the number of days the Executive was employed during such fiscal year through the Termination Date and the denominator of which is 365.

(g)Release Requirement. Notwithstanding anything herein to the contrary, the payments and benefits described in Sections 4(b) through Section 4(f) shall be contingent upon the Executive executing and not revoking a Release. The Executive acknowledges and agrees that such payments and benefits are in consideration for the Executive’s continued compliance with the restrictive covenants as set forth in this Agreement or any other agreement between the Executive and the Company. For the avoidance of doubt, if the Executive is entitled to such payments and benefits, they shall be in lieu of any payments under any other severance policy or practice of the Company or its successor. Notwithstanding anything in this Agreement to the contrary, if any payment or benefit described in Sections 4(b) through Section 4(f) is subject to Section 409A of the Code and the timing of such payment could occur in one of two taxable years of the Executive depending on when the Executive executes (and does not revoke) the Release, then such payment or benefit shall be made in the later of the two taxable years, regardless of when the Release is executed.

5.Limitation on Payments and Benefits.

(i)Notwithstanding anything in this to the contrary, if the Accounting Firm shall determine that receipt of all Payments would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder.

(ii)If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 5 shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no

11

event later than thirty (30) days following the Termination Date. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are “parachute payments” in the following order: first, the outplacement benefits under Section 4(e); second, the cash Qualifying Termination Payment described under Section 4(b); third, the subsidized COBRA continuation coverage as provided under Section 4(d); fourth, PSUs until they are fully exhausted; and fifth, RSUs until they are fully exhausted. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

(iii)As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with interest; provided,however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest.

(iv)To the extent requested by the Executive, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that Payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

6.Death.

12

(a) Except as provided in Section 6(b) hereof, in the event of a Covered Termination due to the Executive’s death, the Executive’s estate, heirs and/or beneficiaries (as determined by the Executive’s personal representative) shall be entitled to receive all the Executive’s Accrued Benefits through the Termination Date.

(b)If the Executive dies after a Notice of Termination has been given (i) by the Company, for reasons other than Disability, or (ii) by the Executive for Good Reason, the Executive’s estate, heirs and beneficiaries shall be entitled to the benefits described in Section 6(a) hereof, and, subject to the provisions of this Agreement, to any Qualifying Termination Payment that the Executive would have been entitled to had the Executive survived. For purposes of this Section 6(b), the Termination Date shall be the earlier of (i) thirty (30) days following the giving of the Notice of Termination or (ii) one day prior to the end of the Employment Period.

7.Termination for Disability. In the event of a Covered Termination by the Company due to the Executive’s Disability, the Executive shall be entitled only to the Accrued Benefits described in Section 4(a) hereof; provided, however, that the Executive shall remain eligible for all benefits provided under the Company’s short-term disability programs in effect at the time of such termination. The Company may terminate the Executive’s employment due to Disability only if all the following conditions are met: (i) the Company provides at least thirty (30) day’s advance written notice to Executive of its intent to terminate the Executive’s employment on account of Disability (such notice shall not constitute the Notice of Termination contemplated below); (ii) the Executive has not resumed performing essential functions of the Executive’s role, with or without accommodation, prior to the termination date specified in such notice; and (iii) the Company provides a Notice of Termination in accordance with Section 8 hereof. Notwithstanding the foregoing, the Company may also terminate the Executive’s employment immediately upon providing a Notice of Termination if, after receiving the notice of intent to terminate due to Disability pursuant to subsection (ii), the Executive returns to work but is either unable or unwilling to perform the essential functions of their role, with or without accommodation, for a consecutive period of ninety (90) days following the Executive’s return to work.

8.Termination Notice and Procedure. Any Covered Termination by the Company or the Executive shall be communicated by a written intent to terminate (“Notice of Termination”) to the Executive, if such Notice of Termination is given by the Company, and to the Company, if such Notice of Termination is given by the Executive, all in accordance with the following procedures and those set forth in Section 17 hereof:

(a)If such termination is for Disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.

(b)Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted in good faith by a majority of the directors of the Company (or any successor entity) then in office.

(c)The Executive shall have thirty (30) days, or such longer period as the Company may determine to be appropriate, to substantially cure any conduct or act, if curable,

13

alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement.

(d)Except as otherwise provided in Section 1(s) hereof, the recipient of the Notice of Termination shall personally deliver or mail in accordance with Section 17 hereof written notice of any dispute relating to such Notice of Termination to the Party giving such notice within fifteen (15) days after receipt thereof. After the expiration of such fifteen (15) days, the contents of the Notice of Termination shall become final and not subject to dispute.

9.Confidentiality Obligations of the Executive; Noncompetition; Nonsolicitation. In consideration of the benefits set forth in Section 4, the Executive hereby agrees as follows:

(a)Confidentiality and Nondisclosure Obligations.

(i)Nothing in this Agreement or otherwise limits Executive’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against Executive for any of these activities, and nothing in this Agreement or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the SEC or any other Government Agency. For the avoidance of doubt, nothing in this Agreement or otherwise shall prevent Executive from exercising any legally protected whistleblower rights (including under Rule 21F under the Exchange Act) and Executive may disclose Confidential Information to the extent it is in response to a valid order of a court or other governmental authority or to otherwise comply with applicable law.

(ii)Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Company and Executive acknowledge and agree that Executive shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a Trade Secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Trade Secret to Executive’s attorney and may use the Trade Secret information in the court proceeding, if Executive (X) files any document containing the Trade Secret under seal and (Y) does not disclose the Trade Secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section.

(iii)Executive acknowledges (1) Company’s business is both highly specialized and competitive, and (2) certain non-public documents and information regarding Company’s and its subsidiaries’ customers, clients, services, methods of operation, sales, and the specialized business needs of Company’s and its subsidiaries’

14

customers and clients, constitute highly Confidential Information (as defined herein) that is not generally known to, or readily ascertainable by, the public or Company’s or its subsidiaries’ competitors. Executive further acknowledges that, during Executive’s employment, Executive will have access to Confidential Information and property, processes and/or systems belonging to Company, its subsidiaries and/or their clients/customers, agrees such information shall remain the exclusive property of Company, its subsidiaries and/or their clients/customers respectively, and understands the misappropriation or unauthorized use/disclosure of such information at any time is prohibited and will cause Company irreparable injury.

(iv)“Trade Secrets” shall have that meaning set forth under applicable law. Likewise, the term “Confidential Information” means information, property, processes and/or systems (whether or not in writing) that is not generally known to the public, is related to Company’s or its subsidiaries’ business and is maintained as confidential. “Confidential Information” includes, without limitation, (i) any information, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes that Company or its subsidiaries considers confidential and is valuable and provides a competitive advantage because it is not generally known and not readily ascertainable by proper means; methods or policies; prices or price formulas; processes; procedures; information relating to customers, including customer lists, prospective partners, partners, and other entities; financial information; computer software (including design, programming techniques, flow charts, source code, object code, and related information and documentation); personnel information; and any and all other information of any kind or character relating to the development, improvement, manufacture, sale, or delivery of products or services by Company or its subsidiaries, whether or not reduced to writing, (ii) information that is marked or otherwise treated as confidential or proprietary by the Company or its subsidiaries; and (iii) information received by the Company or its subsidiaries from others which the Company or its subsidiaries are obligated to keep confidential. “Confidential Information” does not include information that (a) is or becomes generally available to the public other than by the fault of Executive, (b) becomes available to Executive on a non-confidential basis from a source other than Company or its subsidiaries, provided that the source is not prohibited from disclosing such information to Executive by any contractual or other obligation with Company, its subsidiaries or otherwise, or (c) information that can be demonstrated to have been known by Executive prior to Executive’s employment with the Company. “Confidential Information” also does not include the general nature of Company’s or its subsidiaries business or this Agreement or a summary of it.

(v)Both during and after Executive’s employment with the Company, Executive shall not, except as required to fulfill Executive’s job duties for the Company, directly or indirectly use or disclose Trade Secrets.

(vi)During Executive’s employment with the Company and for a period of two (2) years thereafter, Executive shall not, except as required to fulfill Executive’s job duties for the Company, directly or indirectly use or disclose any Confidential Information.

(b)Non-Solicitation.

15

(i)Executive acknowledges Company’s and its subsidiaries’ Confidential Information, Trade Secrets and relationships with their customers, clients, employees, and other business associations are among Company’s and its subsidiaries’ most important assets. Executive further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for developing and maintaining such information/relationships.

(ii)“Restricted Client” means any individual or entity (i) for whom/which the Company or its subsidiaries sold or provided products or services and (ii) with whom/which Executive had contact on behalf of the Company or its subsidiaries, or about whom/which Executive acquired Confidential Information as a result of Executive’s employment by the Company, in the case of both (i) and (ii), above, during the twelve (12) month period immediately prior to the end of Executive’s employment with the Company. Likewise, the term “Prospective Client” means any individual or entity (i) for whom/which the Company or its subsidiaries has made a bid or proposal to provide goods or services and (ii) with whom/which Executive had contact on behalf of the Company or its subsidiaries, or about whom/which Executive acquired non-public or proprietary information as a result of his/her employment with the Company, in the case of both (i) and (ii), above, during thetwelve (12) month period immediately prior to the end of Executive’s employment with the Company.

(iii)Executive agrees that, during Executive’s employment with Company and for a period of twenty-four (24) months thereafter, Executive will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any Restricted Client.

(iv)Executive agrees that, during Executive’s employment with Company and for a period of twenty-four (24) months thereafter, Executive will not directly or indirectly solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any Prospective Client.

(v)Executive agrees that, during Executive’s employment with Company and for a period of twenty-four (24) monthsthereafter, Executive will not directly or indirectly, whether for Executive’s benefit or for the benefit of a third party, recruit, solicit, or induce, or attempt to recruit, solicit, or induce: (1) anyone employed by Company or its subsidiaries to terminate employment with, or otherwise cease a relationship with, Company; or (2) anyone employed by Company or its subsidiaries at any time during the immediately preceding twelve (12) months to provide services of any kind to a competitor of Company.

(c)Non-Competition.

(i)Executive acknowledges Company’s and its subsidiaries confidential/trade secret information and relationships with its customers, clients, employees, and other business associations are among Company’s and its subsidiaries most important assets. Executive further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for

16

developing and maintaining such information/relationships. During the Restricted Period, the Executive agrees and covenants not to engage in Prohibited Activity within the Restricted Territory. For the purposes of this Agreement, the following terms shall apply:

(ii)“Restricted Period” means the period of the Executive’s employment with the Company and twenty-four (24) months immediately following the termination of the Executive’s employment with the Company, or such shorter period as may be required under applicable law.

(iii)“Restricted Territory” means the geographic area in which the Company or its Affiliates conducted business and/or provided goods or services at any time during the twelve (12) months immediately preceding the termination of the Executive’s employment, including any area where the Executive had material involvement, influence or responsibility on behalf of the Company.

(iv)“Prohibited Activity” means providing services, whether directly or indirectly, as an employee, officer, director, consultant, independent contractor, advisor, agent, partner, investor, owner, or in any similar capacity, to any business or entity that sells products or services that are competitive with those of the Company during the twelve (12) month period prior to termination of employment. This includes businesses primarily engaged in the manufacture, sale, or service of the categories of specialty vehicles manufactured, sold or serviced by the Company, including but not limited to fire and emergency vehicles and recreational vehicles. Prohibited Activity also includes any activity that may require or inevitably require the use or disclosure of the Company’s Trade Secrets or other “Confidential Information”.

(v)Nothing in this Section 9(c) shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership constitutes a passive investment and that the Executive does not otherwise participate in the business of such corporation.

(vi)This Section 9 shall not restrict or impede the Executive from exercising rights that cannot be waived by agreement under applicable law or from complying with any valid order of a court or Government Agency, provided such compliance does not exceed what is legally required. The Executive shall promptly notify the Company of any such order requiring disclosure or compliance.

(vii)Notwithstanding the foregoing, to the extent that this Agreement conflicts with the Rule 5.6 of the [State Redacted] Rules of Professional Conduct for attorneys, or similar provisions of that or other states, this Section 9(c) will not apply.

(d)Enforcement.

(i)Executive agrees, during the term of any restriction contained in this Agreement, to disclose the terms of this Section 9 to any person or entity that offers employment to Executive. Executive further agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions hereof known to, any of Executive’s potential or future employers.

17

(ii)The Parties agree that damages will be an inadequate remedy for breaches of this Section 9 and, in addition to damages and any other available relief, a court shall be empowered to grant injunctive relief (without the necessity of posting bond or other security).

(iii)Notwithstanding anything in this Agreement to the contrary, the activity restrictions contained in this Section 9 are intended to run alongside, and neither supersede, be subservient to, nor replace any similar restrictions imposed by other agreements that may exist between Executive and the Company. If any provision of this Section 9 is deemed by a court of competent jurisdiction to be in irresolvable conflict with any other activity restriction that may be in place between Executive and the Company, and each restriction in question is deemed by such court to be fully enforceable on its terms, the provision which is determined by the Company to be more protective of its business interests shall control.

10.Payment Obligations and Expenses in the Event of a Dispute.

(a)Payment Obligations Absolute. The Company’s obligations during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 5 and Section 10(b) of this Agreement, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

(b)Expenses and Interest. If, after a Change in Control of the Company, a good faith dispute arises with respect to the enforcement of the Executive’s rights under this Agreement or if any legal or arbitration proceeding shall be brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, the Executive shall recover from the Company any reasonable attorneys’ fees and necessary costs and disbursements incurred by the Executive as a result of such dispute, legal or arbitration proceeding (“Expenses”), and prejudgment interest on any money judgment or arbitration award obtained by the Executive calculated at the rate of interest announced by US Bank, N.A. from time to time as its prime or base lending rate from the date that payments to him should have been made under this Agreement. Within ten (10) days after the Executive’s written request therefor, but no later than the end of the calendar year following the year in which the Executive incurred the Expense, the Company shall reimburse the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive’s Expenses.

11.Assignment: Successors.

18

(a)If the Company proposes to engage in a potential Change in Control of the Company, then, at least ten (10) days prior to the closing of such event, the Company shall, subject to the consummation of such Change in Control of the Company, assign all of its right, title, and interest in this Agreement, effective as of the closing date of such event, to the Person who is to succeed the Company in connection with the Change in Control of the Company. The Company shall ensure that such Person, at least ten (10) days prior to the closing of such event, by written agreement, assumes and agrees to perform all of the terms, conditions, and provisions of this Agreement imposed on the Company, effective upon the consummation of the Change in Control of the Company. If the Change in Control of the Company is consummated and the Company fails to obtain such an assumption agreement at least ten (10) days prior to the closing of such event, such failure shall constitute a breach of this Agreement, giving rise to Good Reason hereunder. Upon the effective assignment by the Company and the assumption of this Agreement by such Person, the term “Company” shall refer to the Person that has assumed the obligations of the Company under this Agreement, as well as the Company (which shall remain obligated to fulfill all obligations under this Agreement). The Executive shall be entitled to enforce the terms of this Agreement against such Person, the Company or any other successor to the Company. Except as provided in this subsection, this Agreement shall not be assignable by the Company, and it shall not be terminated by the voluntary or involuntary dissolution of the Company.

(b)This Agreement and all rights of the Executive shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive under Sections 4, 5, 6 and 7 hereof if the Executive had lived shall be paid, in the event of the Executive’s death, to the Executive’s estate, heirs and representatives.

12.Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

13.Entirety of Agreement/Amendment. This Agreement sets forth the entire agreement and understanding between the Company and the Executive relating to the subject matter contained herein and supersedes all prior agreements with respect to such subject matter, except for any agreements between the Company and the Executive that are not in conflict with this Agreement (including, without limitation, any compensation, benefit and indemnification agreements), which will remain in full force and effect even after a Change in Control of the Company. Neither the Company nor the Executive shall be bound by any representation or term with respect to the subject matter hereof other than as expressly stated in this Agreement or by a written amendment to this Agreement signed by authorized representatives of both the Company and the Executive. This Agreement shall apply to future arrangements and agreements entered into by the Executive, provided such agreements do not conflict with the terms of this Agreement or any other prior agreements between the Company and the Executive. Notwithstanding the foregoing, at all times in the future, the Executive will remain bound by the terms of the any agreements between him and the Company containing restrictive covenants, including with respect non-competition, non-solicitation and confidentiality covenants, to the extent permitted by applicable law. For the avoidance of doubt, this Agreement shall supersede and replace the Change in Control Severance Agreement dated 8th day of December, 2023 between the Company and

19

Executive, which is hereby terminated and of no further effect. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.

14.Withholding. The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that, the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of nationally recognized tax counsel if any question as to the amount or requirement of any such withholding shall arise.

15.Certain Rules of Construction. No Party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Executive and an authorized representative of the Company.

16.Governing Law: Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, in the judicial district encompassing the city in which the Executive resides. The Parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each Party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

17.Notice. Notices given pursuant to this Agreement shall be in writing and shall be deemed given when actually received by the Executive or actually received by the Company’s General Counsel or any officer of the Company other than the Executive. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to 245 S. Executive Drive, Suite 100, ATTN: Chief Human Resources Officer or General Counsel, Brookfield, WI 53005, or if to the Executive, at the address set forth below the Executive’s signature to this Agreement, or to such other address as the Party to be notified shall have theretofore given to the other Party in writing.

18.No Waiver. No waiver by either Party at any time of any breach by the other Party of, or compliance with, any condition or provision of this Agreement to be performed by the other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

19.Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

20

SIGNATURE PAGE TO FOLLOW

21

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.

EXECUTIVE	REV GROUP, INC.
	By:
/s/ Stephen Zamansky Residential Address: [Address Redacted]	Name:  /s/ Mark Skonieczny Title:  Chief Executive Officer

22

EXHIBIT A

RELEASE AND WAIVER

This RELEASE AND WAIVER is made this ________ day of ________________, 20____,

by and between Stephen Zamansky and REV GROUP, INC. (the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Change in Control Severance Agreement by and between REV Group, Inc. and me (the “CIC Severance Agreement”).

IN CONSIDERATION FOR BENEFITS payable to me as contained in the CIC Severance Agreement, I hereby agree as follows:

I, with the intention of binding myself, my heirs, executors, administrators and assigns, do hereby release, acquit and forever discharge REV Group, Inc. and its past and present subsidiaries and Affiliates, and all of its past, present and future officers, directors, employees, shareholders, agents, partners, principals, members, representatives, insurers, reinsurers, estates, executors, administrators, heirs, successors, assigns and attorneys, in there capacities as such (hereinafter collectively the “Company”), of and from all manner of actions, causes of action, arbitrations, suits, debts, sums of money, accounts, reckonings, bonds, covenants, controversies, agreements, promises, damages, judgments, charges, claims and demands whatsoever that I now have or may have for actions, inactions or omissions of the Company on or prior to the date of execution of this Release and Waiver, both known and unknown, fixed and contingent, including, but not limited to, any claims of employment discrimination under federal, state or local laws, claims under the Age Discrimination in Employment Act, claims under the Fair Employment Laws, any claimed violations of statute, any violations of public policy, any claims arising from my employment with the Company and/or my separation from employment, any claims growing out of any legal restriction on the Company’s right to terminate its employees, and any tort, contract, quasi-contract or other common law claims; provided, however, that the foregoing shall not apply to: (i) any breach by the Company of this Release and Waiver; (ii) my rights to any Accrued Benefits or earned benefits or compensation under any agreement or arrangement with the Company or any employee benefit plans, (iii) my rights and benefits under the CIC Severance Agreement; (iv) my rights under any indemnification or similar agreement with the Company, and any other rights I have to indemnification, advancement of expenses, contribution and exculpation, and all rights under insurance policies; (v) my rights and benefits with respect to any Continuing Obligations, or (vi) any claims which may arise after the date this Release and Waiver is signed.

I hereby expressly waive the benefits of any statute or rule of law which, if applied to this Release and Waiver, would otherwise exclude from its binding effect any claims not known by me to exist which arose prior to the signing of this Release and Waiver.

Notwithstanding the foregoing, I understand that the scope of this Release and Waiver does not apply to claims under applicable workers’ compensation or unemployment insurance law, to any vested benefits I may be entitled, or to any other laws which, by their nature, cannot be legally released. I further understand and acknowledge that my acceptance of this Release and Waiver does not prevent, restrict or in any way limit my right to file a charge or complaint with a Government Agency or participate in an investigation or proceeding initiated or conducted by a Government Agency; provided, however, this Release and Waiver does prevent me from making any personal recovery against the Company, including the recovery of money damages, as a result of filing a charge or complaint with a Government Agency against the Company, except that this RELEASE AND WAIVER shall not limit any rights of indemnification or advancement I may have.

23

The Company understands and agrees that the releases set forth herein do not in any way affect my rights to take whatever steps may be necessary to enforce the terms of this Release and Waiver, the CIC Severance Agreement, or any Continuing Obligations or to obtain relief in the event of the breach of the terms of this Release and Waiver.

I understand that if I am 40 years of age or older, I am entitled to certain information as provided in the Older Workers Benefit Protection Act. If applicable, that information is attached and should remain attached to this RELEASE AND WAIVER. An additional copy has been provided and will be retained by me. In addition, I understand that I have a period of at least 45days to review this RELEASE AND WAIVER.

I understand that if I am under the age of 40, I have a period of at least 21 days to review this RELEASE AND WAIVER.

I have carefully read and fully understand all the provisions of this RELEASE AND WAIVER which sets forth the entire RELEASE AND WAIVER between the Company and me. Ihave entered into this RELEASE AND WAIVER voluntarily and have not relied upon any representation or statement, written or oral, concerning the subject matter of this RELEASE AND WAIVER which is not set forth herein. I have also read and fully understand the CIC Severance Agreement previously provided to me. I understand that I am hereby advised to consult, and have had the opportunity to consult with, an attorney of my choosing.

I understand that this RELEASE AND WAIVER will be governed by the laws of the state in which I reside and of the United States and may be changed only by an amendment in writing signed by both the Company and me.

I understand that if I am 40 years of age or older, that I may revoke this RELEASE AND WAIVER at any time within a seven (7) day period immediately following the execution of this RELEASE AND WAIVER. This RELEASE AND WAIVER shall not become effective or enforceable until the eighth (8th) day following execution of this RELEASE AND WAIVER.

IN WITNESS WHEREOF, the Parties have executed this RELEASE AND WAIVER on the date written above.

(EMPLOYEE): REV Group, INC. (EMPLOYER):

	By:
Name:	Title:
Date:	Date:

CAUTION

THIS IS A RELEASE AND WAIVER. PLEASE READ BEFORE SIGNING.

YOU ARE HEREBY ADVISED TO SEEK THE ADVICE OF AN ATTORNEY BEFORE SIGNING.

24

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULES 13a-14 AND 15d-14, AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Mark A. Skonieczny, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of REV Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 4, 2025	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULES 13a-14 AND 15d-14, AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Amy A. Campbell, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of REV Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 4, 2025	By:	/s/ Amy A. Campbell
		Amy A. Campbell
		Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of REV Group, Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to REV Group, Inc. and will be retained by REV Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: June 4, 2025	By:	/s/ Mark A. Skonieczny
		Mark A. Skonieczny
		President and Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of REV Group, Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to REV Group, Inc. and will be retained by REV Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: June 4, 2025	By:	/s/ Amy A. Campbell
		Amy A. Campbell
		Chief Financial Officer (Principal Financial Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Apr. 30, 2025	Jun. 02, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 30, 2025
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--10-31
Entity File Number	001-37999
Trading Symbol	REVG
Title of 12(b) Security	Common Stock ($0.001 Par Value)
Security Exchange Name	NYSE
Entity Registrant Name	REV Group, Inc.
Entity Central Index Key	0001687221
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-3013415
Entity Address, Address Line One	245 South Executive Drive, Suite 100
Entity Address, City or Town	Brookfield
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53005
City Area Code	414
Local Phone Number	290-0190
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,797,351
Document Transition Report	false
Document Quarterly Report	true

XML

Condensed Unaudited Consolidated Balance Sheets - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024
Current assets:
Cash and cash equivalents	$ 28.8	$ 24.6
Accounts receivable, net	200.8	152.3
Inventories, net	565.7	602.8
Assets held for sale	17.1
Other current assets	19.3	26.8
Total current assets	831.7	806.5
Property, plant and equipment, net	132.8	130.2
Goodwill	137.0	137.7
Intangible assets, net	86.3	95.4
Right of use assets	23.7	32.1
Deferred income taxes	8.0	5.4
Other long-term assets	8.1	5.7
Total assets	1,227.6	1,213.0
Current liabilities:
Accounts payable	221.8	188.8
Short-term customer advances	159.5	158.0
Accrued compensation	27.9	33.7
Short-term accrued warranty	18.4	20.0
Short-term lease obligations	5.7	7.3
Liabilities held for sale	11.6
Other current liabilities	55.5	61.5
Total current liabilities	500.4	469.3
Long-term debt	130.0	85.0
Long-term customer advances	177.9	160.1
Long-term lease obligations	18.8	25.7
Other long-term liabilities	42.7	37.8
Total liabilities	869.8	777.9
Commitments and contingencies
Shareholders' Equity:
Preferred stock ($.001 par value, 95,000,000 shares authorized; none issued or outstanding)
Common stock ($.001 par value, 605,000,000 shares authorized; 48,797,351 and 52,131,600 shares issued and outstanding, respectively)	0.1	0.1
Additional paid-in capital	209.2	316.5
Retained earnings	148.5	118.3
Accumulated other comprehensive income	0.0	0.2
Total shareholders' equity	357.8	435.1
Total liabilities and shareholders' equity	$ 1,227.6	$ 1,213.0

XML

Condensed Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2025	Oct. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	95,000,000	95,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	605,000,000	605,000,000
Common stock, shares issued	48,797,351	52,131,600
Common stock, shares outstanding	48,797,351	52,131,600

XML

Condensed Unaudited Consolidated Statements of Income and Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024
Income Statement [Abstract]
Net sales	$ 629.1	$ 616.9	$ 1,154.2	$ 1,202.9
Cost of sales	533.4	539.6	988.7	1,062.7
Gross profit	95.7	77.3	165.5	140.2
Operating expenses:
Selling, general and administrative	46.0	50.7	87.8	106.7
Restructuring	0.0	3.7	0.0	4.5
Impairment charges	0.0	0.0	0.0	12.6
Total operating expenses	46.0	54.4	87.8	123.8
Operating income	49.7	22.9	77.7	16.4
Interest expense, net	6.4	6.5	12.4	13.4
Gain on sale of business	0.0	(1.5)	0.0	(259.0)
Loss on assets held for sale	30.0	0.0	30.0	0.0
Income before (benefit) provision for income taxes	13.3	17.9	35.3	262.0
(Benefit) provision for income taxes	(5.7)	2.7	(1.9)	64.1
Net income	19.0	15.2	37.2	197.9
Other comprehensive loss, net of tax	(0.6)	0.0	(0.2)	(0.2)
Comprehensive income	$ 18.4	$ 15.2	$ 37.0	$ 197.7
Net income per common share:
Basic	$ 0.38	$ 0.29	$ 0.73	$ 3.53
Diluted	0.38	0.28	0.72	3.49
Dividends declared per common share	$ 0.06	$ 0.05	$ 0.12	$ 3.1

XML

Condensed Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024
Cash flows from operating activities:
Net income	$ 37.2	$ 197.9
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	12.1	13.0
Stock-based compensation expense	5.8	5.9
Deferred income taxes	(14.4)	1.7
Impairment charges	0.0	12.6
Gain on sale of business	0.0	(259.0)
Loss on assets held for sale	30.0	0.0
Other non-cash adjustments	1.1	0.9
Changes in operating assets and liabilities, net	32.1	(2.6)
Net cash provided by (used in) operating activities	103.9	(29.6)
Cash flows from investing activities:
Purchase of property, plant and equipment	(16.3)	(16.4)
Proceeds from sale of business	0.0	318.2
Other investing activities	0.4	0.1
Net cash (used in) provided by investing activities	(15.9)	301.9
Cash flows from financing activities:
Net proceeds from borrowings on revolving credit facility	45.0	70.0
Payment of dividends	(7.0)	(185.5)
Repurchase and retirement of common stock	(107.6)	(126.1)
Other financing activities	(14.2)	(13.8)
Net cash used in financing activities	(83.8)	(255.4)
Net increase in cash and cash equivalents	4.2	16.9
Cash and cash equivalents, beginning of period	24.6	21.3
Cash and cash equivalents, end of period	28.8	38.2
Cash paid for:
Interest	8.8	11.3
Income taxes, net of refunds	$ 17.0	$ 42.5

XML

Condensed Unaudited Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Oct. 31, 2023	$ 498.0	$ 0.1	$ 445.0	$ 52.7	$ 0.2
Balance, shares at Oct. 31, 2023		59,505,829
Net income	182.7			182.7
Stock-based compensation expense	2.9		2.9
Vesting of restricted and performance stock units and awards, net of employee tax withholdings	(2.0)		(2.0)
Vesting of restricted and performance stock units and awards, net of employee tax withholdings, shares		255,651
Other comprehensive Income (loss), net of tax	(0.2)				(0.2)
Issuances of restricted stock awards, net of employee tax withholdings on vested awards	(2.9)		(2.9)
Issuances of restricted stock awards, net of employee tax withholdings on vested awards, Shares		14,233
Dividends declared on common stock	(182.4)			(182.4)
Balance at Jan. 31, 2024	496.1	$ 0.1	443.0	53.0
Balance, shares at Jan. 31, 2024		59,775,713
Balance at Oct. 31, 2023	498.0	$ 0.1	445.0	52.7	0.2
Balance, shares at Oct. 31, 2023		59,505,829
Net income	197.9
Other comprehensive Income (loss), net of tax	(0.2)
Balance at Apr. 30, 2024	379.7	$ 0.1	314.5	65.1
Balance, shares at Apr. 30, 2024		51,914,477
Balance at Jan. 31, 2024	496.1	$ 0.1	443.0	53.0
Balance, shares at Jan. 31, 2024		59,775,713
Net income	15.2			15.2
Stock-based compensation expense	3.0		3.0
Vesting of restricted and performance stock units and awards, net of employee tax withholdings	(1.8)		(1.8)
Vesting of restricted and performance stock units and awards, net of employee tax withholdings, shares		115,232
Other comprehensive Income (loss), net of tax	0.0
Issuances of restricted stock awards, Shares		23,532
Repurchase and retirement of common stock, including fees and excise taxes	$ (129.7)		(129.7)
Repurchase and retirement of common stock, including fees and excise taxes, Shares	(8,000,000)	(8,000,000)
Dividends declared on common stock	$ (3.1)			(3.1)
Balance at Apr. 30, 2024	379.7	$ 0.1	314.5	65.1
Balance, shares at Apr. 30, 2024		51,914,477
Balance at Oct. 31, 2024	435.1	$ 0.1	316.5	118.3	0.2
Balance, shares at Oct. 31, 2024		52,131,600
Net income	18.2			18.2
Stock-based compensation expense	2.6		2.6
Vesting of restricted and performance stock units and awards, net of employee tax withholdings	(2.2)		(2.2)
Vesting of restricted and performance stock units and awards, net of employee tax withholdings, shares		172,974
Other comprehensive Income (loss), net of tax	0.4				0.4
Employee tax withholdings on vesting of restricted stock awards	(2.1)		(2.1)
Employee tax withholdings on vesting of restricted stock awards , Shares		(67,609)
Repurchase and retirement of common stock, including fees and excise taxes	(19.3)		(19.3)
Repurchase and retirement of common stock, including fees and excise taxes, Shares		(579,165)
Dividends declared on common stock	(3.9)			(3.9)
Balance at Jan. 31, 2025	428.8	$ 0.1	295.5	132.6	0.6
Balance, shares at Jan. 31, 2025		51,657,800
Balance at Oct. 31, 2024	435.1	$ 0.1	316.5	118.3	0.2
Balance, shares at Oct. 31, 2024		52,131,600
Net income	37.2
Other comprehensive Income (loss), net of tax	(0.2)
Balance at Apr. 30, 2025	357.8	$ 0.1	209.2	148.5
Balance, shares at Apr. 30, 2025		48,797,351
Balance at Jan. 31, 2025	428.8	$ 0.1	295.5	132.6	0.6
Balance, shares at Jan. 31, 2025		51,657,800
Net income	19.0			19.0
Stock-based compensation expense	3.2		3.2
Vesting of restricted and performance stock units and awards, net of employee tax withholdings	(0.2)		(0.2)
Vesting of restricted and performance stock units and awards, net of employee tax withholdings, shares		17,365
Other comprehensive Income (loss), net of tax	(0.6)				$ (0.6)
Repurchase and retirement of common stock, including fees and excise taxes	(89.3)		(89.3)
Repurchase and retirement of common stock, including fees and excise taxes, Shares		(2,877,814)
Dividends declared on common stock	(3.1)			(3.1)
Balance at Apr. 30, 2025	$ 357.8	$ 0.1	$ 209.2	$ 148.5
Balance, shares at Apr. 30, 2025		48,797,351

XML

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Apr. 30, 2025	Jan. 31, 2025	Apr. 30, 2024	Jan. 31, 2024	Apr. 30, 2025	Apr. 30, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ 19.0	$ 18.2	$ 15.2	$ 182.7	$ 37.2	$ 197.9

XML

Insider Trading Arrangements	3 Months Ended
	Apr. 30, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

Basis of Presentation

6 Months Ended

Apr. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation

Note 1. Basis of Presentation

The Condensed Unaudited Consolidated Financial Statements include the accounts of REV Group, Inc. (“REV” or “the Company”) and all its subsidiaries. In the opinion of management, the accompanying Condensed Unaudited Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments, unless otherwise noted) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These Condensed Unaudited Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2024. The interim results are not necessarily indicative of results for the full year.

Equity Sponsor Exit: Prior to the second quarter of fiscal year 2024, the Company’s largest equity holder was comprised of (i) American Industrial Partners Capital Fund IV, LP, (ii) American Industrial Partners Capital Fund IV (Parallel), LP and (iii) AIP/CHC Holdings, LLC, which the Company collectively refers to as “AIP” or “Sponsor”.

During the second quarter of fiscal year 2024, the Company completed two underwritten public offerings (the “Offerings”) in which a total of 25,795,191 shares of common stock previously held by AIP were sold. 8,000,000 of these shares were repurchased by the Company in the second quarter of fiscal year 2024. Refer to Note 15, Shareholders’ Equity, for additional information related to the Offerings and the related repurchase.

Upon completion of the second of the two Offerings, AIP ceased to beneficially own at least 15% of the Company’s outstanding shares of common stock, in the aggregate. As a result, under the terms of the Amended and Restated Shareholders Agreement, dated as of February 1, 2017 (as amended), as of the completion of the Offerings, AIP no longer had significant influence over the Company, including control over decisions that require the approval of stockholders, and no longer had the right to nominate any directors to the board of directors of the Company. Each of the board members previously nominated by AIP resigned from the Board of Directors of the Company, effective upon the completion of the second of the two Offerings. AIP is no longer considered a sponsor or related party of the Company.

Related Party Transactions: During the six months ended April 30, 2024, the Company incurred expenses associated with its former Sponsor in connection with the Offerings and the related share repurchase. Refer to Note 15, Shareholders’ Equity, for additional information related to the Offerings and the related repurchase.

Reclassifications: Certain reclassifications have been made to the prior period financial statements to conform with the fiscal year 2025 presentation and improve comparability between periods. These reclassifications had no effect on the reported results of operations.

Recent Accounting Pronouncements

Accounting Pronouncement - Adopted

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04 “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. The amendments in this ASU require that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, except for the amendment on rollfoward information, which is effective for fiscal years beginning after December 15, 2023. We adopted ASU 2022-04 in the first quarter of fiscal year 2024, except for the amendment on rollforward information which we will adopt for our annual reporting in fiscal year 2025. Refer to Note 3, Supply Chain Finance Program, for further details.

Accounting Pronouncements - To Be Adopted

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We expect to adopt the annual requirements of ASU 2023-07 in fiscal year 2025 and are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This update requires public entities to disclose specific categories in the rate reconciliation on an annual basis, and to provide additional information for reconciling items that meet a quantitative threshold. Additionally, this ASU requires that public entities disclose certain disaggregated information related to income taxes paid, income or loss from continuing operations and income tax expense or benefit. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We expect to adopt ASU 2023-09 in fiscal year 2026 and are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements.

XML

Revenue Recognition

6 Months Ended

Apr. 30, 2025

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 2. Revenue Recognition

Substantially all of the Company’s revenue is recognized from contracts with customers with product shipment destinations in North America. The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and collectability of consideration is probable. The Company determines the transaction price for each contract at inception based on the consideration that it expects to receive for the goods and services promised under the contract. The transaction price excludes sales and usage-based taxes collected and certain “pass-through” amounts collected on behalf of third parties. The Company has elected to expense incremental costs to obtain a contract when the amortization period of the related asset is expected to be less than one year.

The Company’s primary source of revenue is generated from the manufacture and sale of specialty and recreational vehicles through its direct sales force and dealer network. The Company also generates revenue through separate contracts that relate to the sale of aftermarket parts and services. Revenue is typically recognized at a point-in-time, when control is transferred, which generally occurs when the product has been shipped to the customer or when it has been picked-up from the Company’s manufacturing facilities. Shipping and handling costs that occur after the transfer of control are fulfillment costs that are recorded in Cost of sales in the Condensed Unaudited Consolidated Statements of Income and Comprehensive Income when incurred or when the related product revenue is recognized, whichever is earlier. Periodically, certain customers may request bill and hold transactions according to the terms in the contract. In such cases, revenue is not recognized until after control has transferred which is generally when the customer has requested such transaction and has been notified that the product (i) has been completed according to customer specifications, (ii) has passed our quality control inspections, (iii) has been separated from our inventory and is ready for physical transfer to the customer, and (iv) the Company cannot use the product or redirect the product to another customer. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract.

Contract Assets and Contract Liabilities

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, and payment is usually received shortly after billing. Payments for certain contracts are received in advance of satisfying the related performance obligations. Such payments are recorded as Customer advances in the Company’s Condensed Unaudited Consolidated Balance Sheets. The Company reduces the customer advance balances when the Company transfers control of the promised good or service. During the three months ended April 30, 2025, and April 30, 2024, the Company recognized $35.2 million and $44.2 million, respectively, of revenue that was included in the customer advance balances of $318.1 million and $357.4 million as of October 31, 2024 and October 31, 2023, respectively. During the six months ended April 30, 2025, and April 30, 2024, the Company recognized $70.2 million and $93.0 million, respectively, of revenue that was included in the customer advance balances of $318.1 million and $357.4 million as of October 31, 2024 and October 31, 2023, respectively. The Company’s payment terms do not include a significant financing component outside of the Specialty Vehicles segment. Within the Specialty Vehicles segment, customers earn interest on customer advances at a rate determined at contract inception. The Company incurred interest charges on customer advances during the three months ended April 30, 2025 and April 30, 2024 of $3.0 million and $2.2 million, respectively. The Company incurred interest charges on customer advances during the six months ended April 30, 2025 and April 30, 2024 of $5.8 million and $4.5 million, respectively. The interest charges were recorded in Interest expense in the Condensed Unaudited Consolidated Statements of Income and Comprehensive Income. The Company does not have significant contract assets.

Remaining Performance Obligations

As of April 30, 2025, the Company had unsatisfied performance obligations for non-cancelable contracts with an original duration greater than one year totaling $3,278.6 million, of which $1,343.8 million is expected to be satisfied and recognized in revenue in the next twelve months and $1,934.8 million is expected to be satisfied and recognized in revenue thereafter.

XML

Supply Chain Finance Program

6 Months Ended

Apr. 30, 2025

Disclosure Text Block Supplement [Abstract]

Supply Chain Finance Program

Note 3. Supply Chain Finance Program

The Company has an unsecured agreement with a third-party financial institution to facilitate a supply chain finance (“SCF”) program. The SCF program allows qualifying suppliers to sell their receivables due from the Company, on an invoice level at the selection of the supplier, to the financial institution and negotiate their outstanding receivable arrangements and associated fees directly with the financial institution. The Company is not party to the agreements between the supplier and the financial institution. The supplier invoices that have been confirmed as valid under the program require payment in full by the Company within 120 days of the invoice date.

All outstanding amounts related to suppliers participating in the SCF program are confirmed with the third-party financial institution and are recorded in Accounts payable in the Condensed Unaudited Consolidated Balance Sheets. The Company’s outstanding obligation under the SCF program as of April 30, 2025 and October 31, 2024 was $10.6 million and $9.1 million, respectively.

XML

Inventories

6 Months Ended

Apr. 30, 2025

Inventory Disclosure [Abstract]

Inventories

Note 4. Inventories

Inventories consisted of the following:

	April 30, 2025			October 31, 2024
Chassis	$	99.9		$	118.0
Raw materials & parts		178.8			193.3
Work in process		256.6			243.2
Finished products		42.8			57.4
		578.1			611.9
Less: reserves		(12.4	)		(9.1	)
Total inventories, net	$	565.7		$	602.8

XML

Property, Plant and Equipment

6 Months Ended

Apr. 30, 2025

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	April 30, 2025			October 31, 2024
Land & land improvements	$	15.8		$	15.7
Buildings & improvements		98.6			99.5
Machinery & equipment		97.2			96.9
Computer hardware & software		66.2			64.6
Office furniture & fixtures		6.1			6.2
Construction in process		11.1			7.7
		295.0			290.6
Less: accumulated depreciation		(162.2	)		(160.4	)
Total property, plant and equipment, net	$	132.8		$	130.2

Depreciation expense was $5.5 million and $5.9 million for the three months ended April 30, 2025 and April 30, 2024, respectively, and $10.9 million and $11.8 million for the six months ended April 30, 2025 and April 30, 2024, respectively. In connection with the discontinuation of manufacturing operations at the Company's ElDorado National (California) (“ENC”) facility, the Company recorded impairment charges of property, plant, and equipment of $4.4 million for the six months ended April 30, 2024. The fair value used in this impairment assessment was based on Level 3 inputs as defined by Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. Refer to Note 8, Restructuring and Other Related Charges, for further details.

XML

Goodwill and Intangible Assets

6 Months Ended

Apr. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 6. Goodwill and Intangible Assets

The table below represents goodwill by segment:

	April 30, 2025		October 31, 2024
Specialty Vehicles	$	95.2	$	95.2
Recreational Vehicles		41.8		42.5
Total goodwill	$	137.0	$	137.7

The change in the net carrying value of goodwill consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	137.7		$	157.3
Divestiture (Note 7)		—			(19.6	)
Held for sale (Note 7)		(0.7	)		—
Balance at end of period	$	137.0		$	137.7

Intangible assets (excluding goodwill) consisted of the following:

	April 30, 2025
	Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships	$	23.0	$	(18.2	)	$	4.8
Indefinite-lived trade names		81.5		—			81.5
Total intangible assets, net	$	104.5	$	(18.2	)	$	86.3

	October 31, 2024
	Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships	$	23.3	$	(17.3	)	$	6.0
Indefinite-lived trade names		89.4		—			89.4
Total intangible assets, net	$	112.7	$	(17.3	)	$	95.4

The change in the net carrying value of indefinite-lived trade names consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	89.4		$	107.4
Impairment charges		—			(7.2	)
Divestiture (Note 7)		—			(8.9	)
Held for sale (Note 7)		(7.9	)		—
Balance at end of period	$	81.5		$	91.3

Amortization expense was $0.6 million and $0.6 million for the three months ended April 30, 2025 and April 30, 2024, respectively, and $1.2 million and $1.2 million for the six months ended April 30, 2025 and April 30, 2024, respectively. Estimated future amortization expense of finite-lived intangible assets for the remainder of fiscal year 2025 and each of the five fiscal years succeeding October 31, 2025 is as follows: 2025 (remaining six months) - $0.6 million; 2026 - $1.2 million; 2027 - $1.2 million; 2028 - $1.2 million; 2029 - $0.6 million, at which point all finite-lived intangible assets will be fully amortized. As of April 30, 2025, fully amortized intangible assets and the related accumulated amortization were written off.

In connection with the expected discontinuation of manufacturing operations at the Company's ENC facility, the Company recorded an impairment charge of an indefinite-lived trade name of $7.2 million during the six months ended April 30, 2024. The fair value used in the impairment assessment of this indefinite-lived trade name was based on Level 3 inputs, as defined by ASC 820. Refer to Note 8, Restructuring and Other Related Charges, for further details related to this discontinuation.

XML

Divestiture Activities and Held for Sale

6 Months Ended

Apr. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

Divestiture Activities and Held for Sale

Note 7. Divestiture Activities and Held for Sale

On January 26, 2024, the Company entered into a Stock Purchase Agreement (the “Collins Stock Purchase Agreement”) by and among the Company, Collins Industries, Inc. (“Collins Industries”), an indirect wholly-owned subsidiary of the Company, Collins Bus Corporation (“Collins”), a wholly-owned subsidiary of Collins Industries, Forest River, Inc. and Forest River Bus, LLC (“Forest River”), pursuant to which Collins Industries agreed to sell all of the issued and outstanding shares of capital stock of Collins to Forest River. The sale was aimed at optimizing the Company's portfolio of products and to create a more focused operating structure aligned with markets where the Company has a strong presence of industry leading brands. The transactions under the Collins Stock Purchase Agreement closed on January 26, 2024. In connection with the completion of the sale of Collins, the Company received cash consideration of $308.2 million and recorded a gain on sale of $257.5 million, which is included in the Company’s Condensed Unaudited Consolidated Statements of Income and Comprehensive Income for the six months ended April 30, 2024. The Company incurred $5.0 million of transaction costs in connection with this sale, which are included in the Selling, general and administrative expense in the Company’s Condensed Unaudited Consolidated Statements of Income and Comprehensive Income for the six months ended April 30, 2024. Collins was previously reported as part of the Specialty Vehicles segment.

On April 30, 2024, in connection with a strategic review of the product portfolio, the Company entered into an agreement to sell certain assets of the Fire Regional Technical Center (“Fire RTC”) business. In connection with the sale, the Company recorded a gain of $1.5 million, which is included in the Company’s Condensed Unaudited Consolidated Statement of Income and Comprehensive Income for the three and six months ended April 30, 2024. The remaining assets and liabilities of the Fire RTC business are included within the Specialty Vehicles segment.

In connection with a strategic review of the product portfolio, the Company is pursuing a sale of certain businesses within the Recreational Vehicles segment. The assets and liabilities to be divested in connection with this transaction met the held for sale criteria as of April 30, 2025. The carrying value of the assets held for sale was greater than the estimated sales proceeds, less expected costs to sell, resulting in a non-cash loss of $30.0 million and a related $16.6 million discrete tax benefit, both of which are included in the Condensed Unaudited Consolidated Statements of Income and Comprehensive Income for the three and six months ended April 30, 2025.

As of April 30, 2025, assets and liabilities held for sale consisted of the following balances:

	April 30, 2025
ASSETS
Accounts receivable, net	$	3.1
Inventories, net		15.6
Property, plant and equipment, net		2.1
Goodwill		0.7
Intangible assets, net		7.9
Deferred tax asset		11.9
Right of use assets		5.7
Other long-term assets		0.1
Loss on assets held for sale		(30.0	)
Total assets held for sale	$	17.1
LIABILITIES
Accounts payable	$	2.2
Lease obligations		5.9
Other liabilities		3.5
Total liabilities held for sale	$	11.6

XML

Restructuring and Other Related Charges

6 Months Ended

Apr. 30, 2025

Restructuring and Related Activities [Abstract]

Restructuring and Other Related Charges

Note 8. Restructuring and Other Related Charges

On January 29, 2024, the Company announced that it would discontinue manufacturing operations at the Company’s ENC facility in Riverside, California. Management believed the discontinuation of manufacturing at ENC created a more focused portfolio that provides opportunities for growth, consistent cash generation and improved margin performance.

The Company incurred certain restructuring and other related charges in connection with the decision to discontinue manufacturing at the ENC facility. For the three and six months ended April 30, 2024, the Company recorded restructuring charges of $3.7 million and $4.5 million, respectively, primarily related to severance and retention costs. For the six months ended April 30, 2024, the Company incurred additional charges related to this activity consisting of $11.6 million of impairment charges related to intangible assets and property, plant, and equipment, $5.8 million of inventory write-offs, and $0.3 million of other costs.

This restructuring activity is complete and there is no remaining restructuring liability as of April 30, 2025. ENC was previously reported as part of the Specialty Vehicles Segment.

XML

Long-Term Debt

6 Months Ended

Apr. 30, 2025

Debt Disclosure [Abstract]

Long-Term Debt

Note 9. Long-Term Debt

The Company was obligated under the following debt instrument:

	April 30, 2025		October 31, 2024
ABL facility	$	130.0	$	85.0

ABL Facility

On February 20, 2025, the Company entered into a third amendment to its then existing ABL agreement (the “2021 ABL Agreement” or the “2021 ABL Facility”), hereafter referred to as the “Amended 2021 ABL Agreement” or the “Amended 2021 ABL Facility”. The Amended 2021 ABL Facility provides for revolving loans and letters of credit in an aggregate amount of up to $450.0 million. The total credit facility is subject to a $45.0 million sublimit for swing line loans and a $35.0 million sublimit for letters of credit (plus up to an additional $20.0 million of letters of credit at issuing bank’s discretion), along with certain borrowing base and other customary restrictions as defined in the Amended 2021 ABL Agreement. The Amended 2021 ABL Agreement allows for incremental facilities in an aggregate amount of up to $100.0 million, plus the excess, if any, of the borrowing base then in effect over total commitments then in effect. Any such incremental facilities are subject to receiving additional commitments from lenders and certain other customary conditions. Subject to certain conditions and limitations set forth in the Amended 2021 ABL Agreement, the Company is also permitted to enter into an additional secured term loan credit facility with financial institutions acceptable to the administrative agent. The debt issuance costs capitalized in connection with the Amended 2021 ABL Facility less accumulated amortization are included in Other long-term assets in the Company’s Condensed Unaudited Consolidated Balance Sheets. The debt issuance costs are amortized over the life of the debt on a straight-line basis. The Amended 2021 ABL Facility matures on February 20, 2030. The Company may prepay principal, in whole or in part, at any time without penalty.

The following table summarizes the gross borrowing and gross payments of long-term debt:

	Six Months Ended April 30,
	2025		2024
Gross borrowings	$	434.0	$	610.0
Gross payments		389.0		540.0
Total net borrowings	$	45.0	$	70.0

All revolving loans under the Amended 2021 ABL Facility bear interest at rates equal to, at the Company’s option, either a base rate plus an applicable margin, or a SOFR rate plus an applicable margin and credit spread adjustment of 0.1% for all interest periods. As of April 30, 2025, the interest rate margins are 0.5% for all base rate loans and 1.5% for all SOFR rate loans (with the SOFR rate having a floor of 0.0%), subject to adjustment based on the calculation of average quarterly availability in relation to the total revolving loan commitment. Interest is payable quarterly for the swing line loan and all base rate loans, and is payable on the last day of any interest period or every three months for all SOFR rate loans. The weighted-average interest rate on borrowings outstanding under the Amended 2021 ABL Facility was 5.9% as of April 30, 2025. The weighted-average interest rate on borrowings outstanding under the 2021 ABL Facility was 6.8% as of October 31, 2024.

The lenders under the Amended 2021 ABL Facility have a first priority security interest in substantially all personal property assets of the Company. The Amended 2021 ABL Facility’s borrowing base is comprised of eligible receivables and eligible inventory.

The Amended 2021 ABL Agreement contains customary representations and warranties, affirmative and negative covenants, subject in certain cases to customary limitations, exceptions and exclusions. The Amended 2021 ABL Agreement also contains certain customary events of default. The occurrence of an event of default under the Amended 2021 ABL Agreement could result in the termination of the commitments under the Amended 2021 ABL Facility and the acceleration of all outstanding borrowings under it.

The Company would become subject to compliance with a 1.0 to 1.0 minimum fixed charge coverage ratio financial covenant under the Amended 2021 ABL Agreement if the Company’s borrowing base availability falls below the greater of $35.0 million or 12.5% of the borrowing base. As of April 30, 2025, the Company’s availability under the Amended 2021 ABL Facility was $263.2 million. As of October 31, 2024, the Company’s availability under the 2021 ABL Facility was $349.6 million.

The fair value of the Amended 2021 ABL Facility approximated the book value on April 30, 2025 and the fair value of the 2021 ABL Facility approximated the book value on October 31, 2024.

XML

Warranties

6 Months Ended

Apr. 30, 2025

Guarantees [Abstract]

Warranties

Note 10. Warranties

The Company’s products generally carry explicit warranties that extend from several months to several years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s products may include warranties from original equipment manufacturers (“OEM”). These OEM warranties are passed on to the end customer of the Company’s products, and the customer deals directly with the applicable OEM for any issues encountered on those components.

Changes in the Company’s warranty liability consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	42.1		$	39.1
Warranty provisions		22.0			18.0
Settlements made		(17.7	)		(20.0	)
Divestiture (Note 7)		—			(1.1	)
Held for sale (Note 7)		(0.4	)		—
Balance at end of period	$	46.0		$	36.0

Accrued warranty is classified in the Company’s Condensed Unaudited Consolidated Balance Sheets as follows:

	April 30, 2025		October 31, 2024
Current liabilities	$	18.4	$	20.0
Other long-term liabilities		27.6		22.1
Total warranty liability	$	46.0	$	42.1

XML

Earnings Per Share

6 Months Ended

Apr. 30, 2025

Earnings Per Share [Abstract]

Earnings Per Share

Note 11. Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding assuming dilution. The difference between basic EPS and diluted EPS is the result of the dilutive effect of performance stock units, restricted stock units, and restricted stock awards. The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average shares outstanding:

	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
Basic weighted-average common shares outstanding		50,085,286		53,117,059		50,863,200		56,116,502
Dilutive restricted stock awards		172,741		150,665		216,611		223,072
Dilutive restricted stock units		280,188		280,471		346,794		318,948
Dilutive performance stock units		—		114,015		—		102,175
Diluted weighted-average common shares outstanding		50,538,215		53,662,210		51,426,605		56,760,697

The table below represents exclusions from the calculation of diluted weighted-average shares outstanding due to their anti-dilutive effect:

	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
Anti-dilutive shares		—		23,532		—		23,532

XML

Income Taxes

6 Months Ended

Apr. 30, 2025

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. Income Taxes

For interim financial reporting, the Company estimates its annual effective tax rate based on the projected income for its entire fiscal year and records a provision or benefit for income taxes on a quarterly basis based on the estimated annual effective income tax rate, adjusted for any discrete tax items.

The Company recorded income tax benefit of $5.7 million for the three months ended April 30, 2025, or 42.9% of pre-tax income, compared to $2.7 million of expense, or 15.1% of pre-tax income, for the three months ended April 30, 2024. Income tax benefit for the three months ended April 30, 2025 was favorably impacted by $16.6 million of net discrete tax benefit, primarily related to basis differences on assets held for sale. Income tax expense for the three months ended April 30, 2024 was favorably impacted by $1.2 million of net discrete tax benefit, primarily related to the conclusion of an IRS examination.

The Company recorded income tax benefit of $1.9 million for the six months ended April 30, 2025, or 5.4% of pre-tax income, compared to $64.1 million of expense, or 24.5% of pre-tax income, for the six months ended April 30, 2024. Income tax benefit for the six months ended April 30, 2025 was favorably impacted by $18.3 million of net discrete tax benefit, primarily related to basis differences on assets held for sale and stock-based compensation tax deductions. Income tax expense for the six months ended April 30, 2024 was unfavorably impacted by $62.2 million of net discrete tax expense, primarily related to gain on sale of Collins.

The Company periodically evaluates its valuation allowance requirements as facts and circumstances change and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through the Company’s effective income tax rate.

The Company’s liability for unrecognized tax benefits, including interest and penalties, was $4.3 million as of April 30, 2025 and $3.9 million as of October 31, 2024. The unrecognized tax benefits are presented in Other long-term liabilities in the Company’s Condensed Unaudited Consolidated Balance Sheets. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in its Condensed Unaudited Consolidated Statement of Operations and Comprehensive Income.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of April 30, 2025, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates and/or from its historical income tax provisions and income tax liabilities and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments related to income tax examinations.

XML

Commitments and Contingencies

6 Months Ended

Apr. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13. Commitments and Contingencies

The Company is, from time to time, party to various legal proceedings, including product and general liability claims, arising out of the ordinary course of business. Assessments of legal proceedings can involve complex judgments about future events that may rely on estimates and assumptions. When assessing whether to record a liability related to legal proceedings, the Company adheres to the requirements of ASC 450, Contingencies, and other applicable guidance as necessary, and records liabilities in those instances where it can reasonably estimate the amount of the loss and when the loss is probable. When a range exists that is reasonably estimable and the loss is probable, the Company records an accrual in its financial statements equal to the most likely estimate of the loss, or the low end of the range, if there is no one best estimate. Additionally, these claims are generally covered by third-party insurance, which for some insurance policies are subject to a retention for which the Company is responsible.

Market Risks: The Company is contingently liable under bid, performance and specialty bonds issued by the Company’s surety company and has open standby letters of credit issued by the Company’s banks in favor of third parties as follows:

	April 30, 2025		October 31, 2024
Performance, bid and specialty bonds	$	684.8	$	675.5
Open standby letters of credit		14.2		14.2
Total	$	699.0	$	689.7

Chassis Contingent Liabilities: The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company upon delivery. Accordingly, the chassis are not owned by the Company when delivered, and therefore, are excluded from the Company’s inventory. Upon being put into production, the Company owns the inventory and becomes obligated to pay the manufacturer for the chassis. Chassis are typically placed into production within 90 to 120 days of delivery to the Company. If the chassis are not placed into production within this timeframe, the Company generally purchases the chassis and records inventory, or the Company is obligated to begin paying an interest charge on this inventory until purchased. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the value of the vehicle chassis that would be resold to mitigate any losses. The Company’s maximum contingent liability under such agreements was $28.9 million and $20.8 million as of April 30, 2025 and October 31, 2024, respectively.

From time to time, the Company’s customers may provide their own vehicle chassis, at their sole discretion, in connection with specific vehicle orders. These vehicle chassis are stored at the Company’s various production facilities until the related value-added work is completed and the finished unit is shipped back to the customer. The customer does not transfer the vehicle chassis certificate of origin to the Company. Accordingly, such chassis are not owned by the Company when delivered or throughout the production process, and are, therefore, excluded from the Company’s inventory. The Company’s maximum contingent liability related to these vehicle chassis was $33.3 million and $38.1 million as of April 30, 2025 and October 31, 2024, respectively. Losses incurred related to these arrangements have not been significant.

Repurchase Commitments: The Company has repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer or other customer, generally not exceeding two years. The Company also repurchases inventory from dealers from time to time due to state law or regulatory requirements that require manufacturers to repurchase inventory if a dealership exits the business. The Company’s maximum contingent liability under such agreements was $372.9 million and $380.6 million as of April 30, 2025, and October 31, 2024, respectively, which represents the total amount that would be owed to the lending institutions under such repurchase agreements. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the resale value of the units which are required to be repurchased. Losses incurred under such arrangements have not been significant. The reserve for losses on contracts outstanding as of April 30, 2025 and October 31, 2024 are immaterial.

Guarantee Arrangements: The Company is party to multiple agreements whereby it guaranteed an aggregate of $19.5 million and $21.7 million at April 30, 2025 and October 31, 2024, respectively, of indebtedness of others, including losses under loss pool agreements. The Company estimated that its maximum loss exposure under these contracts was $3.1 million and $4.0 million as of April 30, 2025 and October 31, 2024, respectively. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. The guarantee arrangements are on an individual contract basis with a term from the date it is financed by the lending institution through payment date by the customer, generally not exceeding five years. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third party’s inability to meet their obligations. Additionally, the Company cannot guarantee that the collateral underlying the agreements will be available or sufficient to avoid losses materially in excess of the amount reserved. The reserve for losses included in other liabilities on these guarantee arrangements as of April 30, 2025 and October 31, 2024 are immaterial.

Other Matters: During fiscal year 2023, the Company settled a collective group of claims brought by plaintiffs who were injured as passengers in an accident involving a shuttle bus that was manufactured by Krystal Bus prior to the Company’s acquisition of certain assets related to that business. The Company did not admit to any liability on the merits of the claims but deemed a settlement to be in its best interest based on the facts and circumstances of the claims. These claims, which totaled $13.7 million, were fully paid in fiscal year 2023. The Company is in the process of seeking reimbursement of the settlement payments from its insurers; however, it is uncertain whether the Company will be able to recover any amounts, and no loss recovery asset has been recorded as of April 30, 2025.

XML

Business Segment Information

6 Months Ended

Apr. 30, 2025

Segment Reporting [Abstract]

Business Segment Information

Note 14. Business Segment Information

The Company is organized into two reportable segments, Specialty Vehicles and Recreational Vehicles, which is aligned with the chief operating decision maker's internal reporting structure and with the chief operating decision maker's process for making operating decisions, allocating capital and measuring performance. The Company’s segments are as follows:

Specialty Vehicles: This segment includes Emergency One (“E-ONE”), Kovatch Mobile Equipment (“KME”), Ferrara, Spartan Emergency Response (“Spartan ER”), American Emergency Vehicles (“AEV”), Leader Emergency Vehicles (“Leader”), Horton Emergency Vehicles (“Horton”), REV Group Orlando, Capacity and LayMor. These businesses manufacture, market and distribute commercial and custom fire and ambulance vehicles primarily for fire departments, airports, other governmental units, contractors, hospitals and other care providers in the United States and other countries; trucks used in terminal type operations, i.e., rail yards, warehouses, rail terminals and shipping terminals/ports; and industrial sweepers for both the commercial and rental markets.

Recreational Vehicles: This segment includes REV Recreation Group, Renegade, Midwest, Lance and Goldshield Fiberglass, Inc., and their respective manufacturing facilities, service and parts divisions. REV Recreation Group primarily manufactures, markets and distributes Class A RVs in both gas and diesel models, and also distributes Class B and Class C RVs. Renegade primarily manufactures, markets and distributes Class C and “Super C” RVs. Midwest manufactures, markets and distributes Class B RVs and luxury vans. Lance manufactures, markets and distributes truck campers and towable campers. Goldshield manufactures, markets and distributes fiberglass reinforced molded parts to a diverse cross section of original equipment manufacturers and other commercial and industrial customers, including various components for REV Recreation Group’s Fleetwood family of brands.

For purposes of measuring financial performance of its business segments, the Company does not allocate to individual business segments costs or items that are of a corporate nature. The caption “Corporate, Other & Elims” includes corporate expenses, results of insignificant operations, intersegment eliminations and income and expense not allocated to reportable segments.

Total assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment and certain other assets pertaining to corporate and other centralized activities.

Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing which is intended to be reflective of the contribution made by the supplying business segment. All intersegment transactions have been eliminated in consolidation.

Selected financial information of the Company’s segments is as follows:

	Three Months Ended April 30, 2025
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	453.9	$	175.3	$	(0.1	)	$	629.1
Depreciation and amortization	$	4.0	$	1.5	$	0.6		$	6.1
Capital expenditures	$	9.0	$	1.2	$	1.2		$	11.4
Total assets	$	817.4	$	350.0	$	60.2		$	1,227.6
Adjusted EBITDA	$	56.3	$	10.9	$	(8.3	)

	Three Months Ended April 30, 2024
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	437.4	$	179.7	$	(0.2	)	$	616.9
Depreciation and amortization	$	4.4	$	1.6	$	0.5		$	6.5
Capital expenditures	$	3.8	$	0.9	$	1.2		$	5.9
Total assets	$	873.6	$	392.1	$	64.7		$	1,330.4
Adjusted EBITDA	$	33.8	$	12.1	$	(8.4	)

	Six Months Ended April 30, 2025
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	824.1	$	330.3	$	(0.2	)	$	1,154.2
Depreciation and amortization	$	7.9	$	3.0	$	1.2		$	12.1
Capital expenditures	$	13.1	$	1.7	$	1.5		$	16.3
Total assets	$	817.4	$	350.0	$	60.2		$	1,227.6
Adjusted EBITDA	$	91.5	$	20.1	$	(15.9	)

	Six Months Ended April 30, 2024
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	854.6	$	349.1	$	(0.8	)	$	1,202.9
Depreciation and amortization	$	8.7	$	3.2	$	1.1		$	13.0
Capital expenditures	$	7.7	$	6.5	$	2.2		$	16.4
Total assets	$	873.6	$	392.1	$	64.7		$	1,330.4
Adjusted EBITDA	$	60.0	$	23.7	$	(15.7	)

In considering the financial performance of the business, the chief operating decision maker analyzes the primary financial performance measure of Adjusted EBITDA. Adjusted EBITDA is defined as net income or net loss for the relevant period before depreciation and amortization, interest expense, and income taxes, as adjusted for items management believes are not indicative of the Company’s ongoing operating performance. Adjusted EBITDA is not a measure defined by U.S. GAAP but is computed using amounts that are determined in accordance with U.S. GAAP. A reconciliation of this performance measure to net income is included below.

The Company believes Adjusted EBITDA is useful to investors and used by management for measuring profitability because the measure excludes the impact of certain items which management believes have less bearing on the Company’s core operating performance, and allows for a more meaningful comparison of operating fundamentals between companies within its industries. Additionally, Adjusted EBITDA is used by management to measure and report the Company’s financial performance to the Company’s Board of Directors, assists in providing a meaningful analysis of the Company’s operating performance and is used as a measurement in incentive compensation for management.

Provided below is a reconciliation of segment Adjusted EBITDA to Net income:

	Three Months Ended April 30,						Six Months Ended April 30,
	2025			2024			2025			2024
Specialty Vehicles Adjusted EBITDA	$	56.3		$	33.8		$	91.5		$	60.0
Recreational Vehicles Adjusted EBITDA		10.9			12.1			20.1			23.7
Corporate and Other Adjusted EBITDA		(8.3	)		(8.4	)		(15.9	)		(15.7	)
Depreciation and amortization		(6.1	)		(6.5	)		(12.1	)		(13.0	)
Interest expense, net		(6.4	)		(6.5	)		(12.4	)		(13.4	)
Benefit (provision) for income taxes		5.7			(2.7	)		1.9			(64.1	)
Transaction expenses		—			(1.4	)		—			(6.4	)
Sponsor expense reimbursement		—			—			—			(0.2	)
Restructuring		—			(3.7	)		—			(4.5	)
Restructuring related charges		—			—			—			(6.1	)
Impairment charges		—			—			—			(12.6	)
Stock-based compensation expense		(3.1	)		(3.0	)		(5.9	)		(5.9	)
Legal matters		—			—			—			(2.9	)
Gain on sale of business		—			1.5			—			259.0
Loss on assets held for sale		(30.0	)		—			(30.0	)		—
Net income	$	19.0		$	15.2		$	37.2		$	197.9

XML

Shareholders' Equity

6 Months Ended

Apr. 30, 2025

Equity [Abstract]

Shareholders' Equity

Note 15. Shareholders' Equity

Share Repurchases: On June 1, 2023, the Company’s Board of Directors approved a new share repurchase program that allowed the repurchase of up to $175.0 million of the Company’s outstanding common stock (“The 2023 Repurchase Program”). The 2023 Repurchase Program replaced the previous repurchase program. The 2023 Repurchase Program would have expired 24 months after the approval date and gave management flexibility to determine conditions under which the shares may be purchased, subject to certain limitations. During the three and six months ended April 30, 2024, the Company repurchased and retired 8,000,000 shares under this repurchase program at a total cost of $126.1 million and at a price of approximately $15.76 per share, excluding commissions, fees and excise taxes.

On December 5, 2024, the Company’s Board of Directors authorized the Company to repurchase up to $250.0 million of the Company’s outstanding common stock (the “2024 Repurchase Program”). The 2024 Repurchase Program replaced the 2023 Repurchase Program. The 2024 Repurchase Program expires 24 months after the authorization date and gives management flexibility to determine the conditions under which shares may be purchased from time to time through a variety of methods, including in privately negotiated or open market transactions, such as pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act or a combination of methods. The 2024 Repurchase Program does not obligate the Company to acquire any specific number of shares and it can be suspended or discontinued at any time without notice. During the three and six months ended April 30, 2025, the Company repurchased and retired 2,877,814 and 3,456,979 shares under the 2024 Share Repurchase Program at a cost of $88.4 million and $107.6 million and at an average price of approximately $30.70 and $31.10 per share, excluding commissions, fees and excise taxes, respectively.

Special Dividend: On February 16, 2024, the Company paid the previously declared special cash dividend equal to $3.00 per share of common stock to shareholders of record on February 9, 2024.

Offerings: On February 20, 2024, the Company closed the first of the Offerings, which included the sale of 18,400,000 shares of its common stock by AIP. 10,400,000 of these shares were sold to the public at the public offering price of $16.50 per share. As previously noted, the Company repurchased from the underwriters 8,000,000 of the shares at a price per common share of approximately $15.76, which is equal to the price paid by the underwriters to AIP.

On March 15, 2024, the Company closed the second of the Offerings, which included the sale of 7,395,191 shares of the Company’s common stock by AIP, at a public offering price of $18.00 per share.

The Company did not sell any shares of common stock and did not receive any proceeds from the Offerings. The Company incurred approximately $1.4 million in offering costs during the three and six months ended April 30, 2024, which were included within Selling, general and administrative expenses in the Company’s Condensed Unaudited Consolidated Statements of Income and Comprehensive Income.

XML

Basis of Presentation (Policies)

6 Months Ended

Apr. 30, 2025

Accounting Policies [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Accounting Pronouncement - Adopted

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04 “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. The amendments in this ASU require that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, except for the amendment on rollfoward information, which is effective for fiscal years beginning after December 15, 2023. We adopted ASU 2022-04 in the first quarter of fiscal year 2024, except for the amendment on rollforward information which we will adopt for our annual reporting in fiscal year 2025. Refer to Note 3, Supply Chain Finance Program, for further details.

Accounting Pronouncements - To Be Adopted

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We expect to adopt the annual requirements of ASU 2023-07 in fiscal year 2025 and are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This update requires public entities to disclose specific categories in the rate reconciliation on an annual basis, and to provide additional information for reconciling items that meet a quantitative threshold. Additionally, this ASU requires that public entities disclose certain disaggregated information related to income taxes paid, income or loss from continuing operations and income tax expense or benefit. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We expect to adopt ASU 2023-09 in fiscal year 2026 and are currently evaluating the impact of ASU 2023-09 on our consolidated financial statements.

XML

Inventories (Tables)

6 Months Ended

Apr. 30, 2025

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following:

	April 30, 2025			October 31, 2024
Chassis	$	99.9		$	118.0
Raw materials & parts		178.8			193.3
Work in process		256.6			243.2
Finished products		42.8			57.4
		578.1			611.9
Less: reserves		(12.4	)		(9.1	)
Total inventories, net	$	565.7		$	602.8

XML

Property, Plant and Equipment (Tables)

6 Months Ended

Apr. 30, 2025

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	April 30, 2025			October 31, 2024
Land & land improvements	$	15.8		$	15.7
Buildings & improvements		98.6			99.5
Machinery & equipment		97.2			96.9
Computer hardware & software		66.2			64.6
Office furniture & fixtures		6.1			6.2
Construction in process		11.1			7.7
		295.0			290.6
Less: accumulated depreciation		(162.2	)		(160.4	)
Total property, plant and equipment, net	$	132.8		$	130.2

XML

Goodwill and Intangible Assets (Tables)

6 Months Ended

Apr. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill by Segment

The table below represents goodwill by segment:

	April 30, 2025		October 31, 2024
Specialty Vehicles	$	95.2	$	95.2
Recreational Vehicles		41.8		42.5
Total goodwill	$	137.0	$	137.7

The change in the net carrying value of goodwill consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	137.7		$	157.3
Divestiture (Note 7)		—			(19.6	)
Held for sale (Note 7)		(0.7	)		—
Balance at end of period	$	137.0		$	137.7

Summary of Intangible Assets Excluding Goodwill

Intangible assets (excluding goodwill) consisted of the following:

	April 30, 2025
	Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships	$	23.0	$	(18.2	)	$	4.8
Indefinite-lived trade names		81.5		—			81.5
Total intangible assets, net	$	104.5	$	(18.2	)	$	86.3

	October 31, 2024
	Gross		Accumulated Amortization			Net
Finite-lived Customer Relationships	$	23.3	$	(17.3	)	$	6.0
Indefinite-lived trade names		89.4		—			89.4
Total intangible assets, net	$	112.7	$	(17.3	)	$	95.4

Summary of Net Carrying Value of Indefinite-lived Trade Names

The change in the net carrying value of indefinite-lived trade names consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	89.4		$	107.4
Impairment charges		—			(7.2	)
Divestiture (Note 7)		—			(8.9	)
Held for sale (Note 7)		(7.9	)		—
Balance at end of period	$	81.5		$	91.3

XML

Divestiture Activities and Held for Sale (Tables)

6 Months Ended

Apr. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

Summary of Assets and Liabilities Held for Sale

As of April 30, 2025, assets and liabilities held for sale consisted of the following balances:

	April 30, 2025
ASSETS
Accounts receivable, net	$	3.1
Inventories, net		15.6
Property, plant and equipment, net		2.1
Goodwill		0.7
Intangible assets, net		7.9
Deferred tax asset		11.9
Right of use assets		5.7
Other long-term assets		0.1
Loss on assets held for sale		(30.0	)
Total assets held for sale	$	17.1
LIABILITIES
Accounts payable	$	2.2
Lease obligations		5.9
Other liabilities		3.5
Total liabilities held for sale	$	11.6

XML

Long-Term Debt (Tables)

6 Months Ended

Apr. 30, 2025

Debt Disclosure [Abstract]

Summary of Long-Term Debt

The Company was obligated under the following debt instrument:

	April 30, 2025		October 31, 2024
ABL facility	$	130.0	$	85.0

Summary of Gross Borrowings and Gross Payments of Long-Term Debt

The following table summarizes the gross borrowing and gross payments of long-term debt:

	Six Months Ended April 30,
	2025		2024
Gross borrowings	$	434.0	$	610.0
Gross payments		389.0		540.0
Total net borrowings	$	45.0	$	70.0

XML

Warranties (Tables)

6 Months Ended

Apr. 30, 2025

Guarantees [Abstract]

Schedule of Changes in Warranty Liability

Changes in the Company’s warranty liability consisted of the following:

	Six Months Ended April 30,
	2025			2024
Balance at beginning of period	$	42.1		$	39.1
Warranty provisions		22.0			18.0
Settlements made		(17.7	)		(20.0	)
Divestiture (Note 7)		—			(1.1	)
Held for sale (Note 7)		(0.4	)		—
Balance at end of period	$	46.0		$	36.0

Accrued Warranty Classified in Condensed Unaudited Consolidated Balance Sheets

Accrued warranty is classified in the Company’s Condensed Unaudited Consolidated Balance Sheets as follows:

	April 30, 2025		October 31, 2024
Current liabilities	$	18.4	$	20.0
Other long-term liabilities		27.6		22.1
Total warranty liability	$	46.0	$	42.1

XML

Earnings Per Share (Tables)

6 Months Ended

Apr. 30, 2025

Earnings Per Share [Abstract]

Reconciliation of Basic Weighted-Average Common Shares Outstanding to Diluted Weighted-Average Shares Outstanding

The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average shares outstanding:

	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
Basic weighted-average common shares outstanding		50,085,286		53,117,059		50,863,200		56,116,502
Dilutive restricted stock awards		172,741		150,665		216,611		223,072
Dilutive restricted stock units		280,188		280,471		346,794		318,948
Dilutive performance stock units		—		114,015		—		102,175
Diluted weighted-average common shares outstanding		50,538,215		53,662,210		51,426,605		56,760,697

Calculation of Diluted Weighted-Average Shares Outstanding Due to Anti-Dilutive Effect

The table below represents exclusions from the calculation of diluted weighted-average shares outstanding due to their anti-dilutive effect:

	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
Anti-dilutive shares		—		23,532		—		23,532

XML

Commitments and Contingencies (Tables)

6 Months Ended

Apr. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contingent Liabilities

The Company is contingently liable under bid, performance and specialty bonds issued by the Company’s surety company and has open standby letters of credit issued by the Company’s banks in favor of third parties as follows:

	April 30, 2025		October 31, 2024
Performance, bid and specialty bonds	$	684.8	$	675.5
Open standby letters of credit		14.2		14.2
Total	$	699.0	$	689.7

XML

Business Segment Information (Tables)

6 Months Ended

Apr. 30, 2025

Segment Reporting [Abstract]

Selected Financial Information of Segments

Selected financial information of the Company’s segments is as follows:

	Three Months Ended April 30, 2025
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	453.9	$	175.3	$	(0.1	)	$	629.1
Depreciation and amortization	$	4.0	$	1.5	$	0.6		$	6.1
Capital expenditures	$	9.0	$	1.2	$	1.2		$	11.4
Total assets	$	817.4	$	350.0	$	60.2		$	1,227.6
Adjusted EBITDA	$	56.3	$	10.9	$	(8.3	)

	Three Months Ended April 30, 2024
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	437.4	$	179.7	$	(0.2	)	$	616.9
Depreciation and amortization	$	4.4	$	1.6	$	0.5		$	6.5
Capital expenditures	$	3.8	$	0.9	$	1.2		$	5.9
Total assets	$	873.6	$	392.1	$	64.7		$	1,330.4
Adjusted EBITDA	$	33.8	$	12.1	$	(8.4	)

	Six Months Ended April 30, 2025
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	824.1	$	330.3	$	(0.2	)	$	1,154.2
Depreciation and amortization	$	7.9	$	3.0	$	1.2		$	12.1
Capital expenditures	$	13.1	$	1.7	$	1.5		$	16.3
Total assets	$	817.4	$	350.0	$	60.2		$	1,227.6
Adjusted EBITDA	$	91.5	$	20.1	$	(15.9	)

	Six Months Ended April 30, 2024
	Specialty Vehicles		Recreational Vehicles		Corporate, Other & Elims			Consolidated
Net sales	$	854.6	$	349.1	$	(0.8	)	$	1,202.9
Depreciation and amortization	$	8.7	$	3.2	$	1.1		$	13.0
Capital expenditures	$	7.7	$	6.5	$	2.2		$	16.4
Total assets	$	873.6	$	392.1	$	64.7		$	1,330.4
Adjusted EBITDA	$	60.0	$	23.7	$	(15.7	)

Reconciliation of Segment Adjusted EBITDA to Net Income

Provided below is a reconciliation of segment Adjusted EBITDA to Net income:

	Three Months Ended April 30,						Six Months Ended April 30,
	2025			2024			2025			2024
Specialty Vehicles Adjusted EBITDA	$	56.3		$	33.8		$	91.5		$	60.0
Recreational Vehicles Adjusted EBITDA		10.9			12.1			20.1			23.7
Corporate and Other Adjusted EBITDA		(8.3	)		(8.4	)		(15.9	)		(15.7	)
Depreciation and amortization		(6.1	)		(6.5	)		(12.1	)		(13.0	)
Interest expense, net		(6.4	)		(6.5	)		(12.4	)		(13.4	)
Benefit (provision) for income taxes		5.7			(2.7	)		1.9			(64.1	)
Transaction expenses		—			(1.4	)		—			(6.4	)
Sponsor expense reimbursement		—			—			—			(0.2	)
Restructuring		—			(3.7	)		—			(4.5	)
Restructuring related charges		—			—			—			(6.1	)
Impairment charges		—			—			—			(12.6	)
Stock-based compensation expense		(3.1	)		(3.0	)		(5.9	)		(5.9	)
Legal matters		—			—			—			(2.9	)
Gain on sale of business		—			1.5			—			259.0
Loss on assets held for sale		(30.0	)		—			(30.0	)		—
Net income	$	19.0		$	15.2		$	37.2		$	197.9

XML

Basis of Presentation - Additional Information (Detail) - shares	3 Months Ended
	Apr. 30, 2024	Apr. 30, 2025
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock repurchase program, number of remaining shares repurchased and retired	8,000,000
ASU 2022-04 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Dec. 15, 2023
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true
American Industrial Partners [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued	25,795,191
American Industrial Partners [Member] | Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of company's shares owned		15.00%

XML

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024	Oct. 31, 2024	Oct. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue recognized included in customer advances	$ 35.2	$ 44.2	$ 70.2	$ 93.0
Customer advances					$ 318.1	$ 357.4
Performance obligations, expected to be satisfied	3,278.6		3,278.6
Interest Expense [Member]
Disaggregation of Revenue [Line Items]
Interest charges	$ 3.0	$ 2.2	$ 5.8	$ 4.5

XML

Revenue Recognition Additional Information 1 (Detail) $ in Millions	Apr. 30, 2025 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations, expected to be satisfied	$ 3,278.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-05-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations, expected to be satisfied	$ 1,343.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-05-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations, expected to be satisfied	$ 1,934.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

XML

Supply Chain Finance Program - Additional Information (Detail) - Supply Chain Finance [Member] - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024
Supplier Finance Program [Line Items]
Supplier finance program, payment timing, period	120 days
Outstanding obligation	$ 10.6	$ 9.1
Supplier Finance Program, Obligation, Current, Statement of Financial Position [Extensible Enumeration]	Accounts Payable, Current	Accounts Payable, Current

XML

Inventories - Schedule of Inventories (Detail) - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024
Inventory Disclosure [Abstract]
Chassis	$ 99.9	$ 118.0
Raw materials & parts	178.8	193.3
Work in process	256.6	243.2
Finished products	42.8	57.4
Inventory, Gross, Total	578.1	611.9
Less: reserves	(12.4)	(9.1)
Total inventories, net	$ 565.7	$ 602.8

XML

Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 295.0	$ 290.6
Less: accumulated depreciation	(162.2)	(160.4)
Total property, plant and equipment, net	132.8	130.2
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	15.8	15.7
Building and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	98.6	99.5
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	97.2	96.9
Computer Hardware and Software [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	66.2	64.6
Office Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6.1	6.2
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 11.1	$ 7.7

XML

Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 5.5	$ 5.9	$ 10.9	$ 11.8
Impairment charges for discontinuation of property, plant, and equipment				$ 4.4

XML

Goodwill and Intangible Assets - Summary of Goodwill by Segment (Detail) - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024	Apr. 30, 2024	Oct. 31, 2023
Goodwill [Line Items]
Goodwill	$ 137.0	$ 137.7	$ 137.7	$ 157.3
Specialty Vehicles [Member]
Goodwill [Line Items]
Goodwill	95.2	95.2
Recreational Vehicles [Member]
Goodwill [Line Items]
Goodwill	$ 41.8	$ 42.5

XML

Goodwill and Intangible Assets - Summary of Change in Net Carrying Value of Goodwill (Detail) - USD ($) $ in Millions	6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at beginning of period	$ 137.7	$ 157.3
Divestiture (Note 7)	0.0	(19.6)
Held for sale (Note 7)	(0.7)	0.0
Balance at end of period	$ 137.0	$ 137.7

XML

Goodwill and Intangible Assets - Summary of Intangible Assets Excluding Goodwill (Detail) - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024
Intangible Assets Excluding Goodwill [Line Items]
Finite-lived Customer Relationships, accumulated amortization	$ (18.2)	$ (17.3)
Indefinite-lived trade names	81.5	89.4
Total intangible assets, gross	104.5	112.7
Total intangible assets, net	86.3	95.4
Customer Relationships [Member]
Intangible Assets Excluding Goodwill [Line Items]
Finite-lived Customer Relationships, gross	23.0	23.3
Finite-lived Customer Relationships, accumulated amortization	(18.2)	(17.3)
Finite-lived Customer Relationships, net	$ 4.8	$ 6.0

XML

Goodwill and Intangible Assets - Summary of Net Carrying Value of Indefinite-lived Trade Names (Detail) - Trade Names [Member] - USD ($) $ in Millions	6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024
Indefinite-Lived Intangible Assets [Line Items]
Balance at beginning of period	$ 89.4	$ 107.4
Impairment charges		$ (7.2)
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges	Asset Impairment Charges
Divestiture (Note 7)		$ (8.9)
Held for sale (Note 7)	$ (7.9)
Balance at end of period	$ 81.5	$ 91.3

XML

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024
Indefinite-Lived Intangible Assets [Line Items]
Amortization expense	$ 0.6	$ 0.6	$ 1.2	$ 1.2
Estimated future amortization expense of finite-lived intangible assets remaining six months	0.6		0.6
Estimated future amortization expense of finite-lived intangible assets year one	1.2		1.2
Estimated future amortization expense of finite-lived intangible assets year two	1.2		1.2
Estimated future amortization expense of finite-lived intangible assets year three	1.2		1.2
Estimated future amortization expense of finite-lived intangible assets year four	$ 0.6		$ 0.6
Trade Names [Member]
Indefinite-Lived Intangible Assets [Line Items]
Impairment charges				(7.2)
Trade Names [Member] | Level 3 [Member]
Indefinite-Lived Intangible Assets [Line Items]
Impairment charges				$ 7.2

XML

Divestiture Activities and Held for Sale - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Proceeds from sale of business			$ 0.0	$ 318.2
Discrete tax benefit				62.2
Fire Regional Technical Center [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Gain (loss) on sale of business		$ 1.5		1.5
Recreational Vehicles [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Gain (loss) on sale of business	$ (30.0)		(30.0)
Discrete tax benefit	$ 16.6		$ 16.6
Sale of Collins [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Gain (loss) on sale of business				257.5
Proceeds from sale of business				308.2
Sale of Collins [Member] | Selling, General and Administrative Expenses [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Transaction costs				$ 5.0

XML

Divestiture Activities and Held for Sale - Summary of Assets and Liabilities Held for Sale (Detail) - Discontinued Operations, Held-for-Sale [Member] $ in Millions	Apr. 30, 2025 USD ($)
ASSETS
Accounts receivable, net	$ 3.1
Inventories, net	15.6
Property, plant and equipment, net	2.1
Goodwill	0.7
Intangible assets, net	7.9
Deferred tax asset	11.9
Right of use assets	5.7
Other long-term assets	0.1
Loss on assets held for sale	(30.0)
Total assets held for sale	17.1
LIABILITIES
Accounts payable	2.2
Lease obligations	5.9
Other liabilities	3.5
Total liabilities held for sale	$ 11.6

XML

Restructuring and Other Related Charges - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024
Restructuring and Related Activities [Abstract]
Restructuring costs	$ 0.0	$ 3.7	$ 0.0	$ 4.5
Impairment charges related to intangible assets and property, plant, and equipment				11.6
Inventory charges				5.8
Other Costs				$ 0.3

XML

Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024
Debt Instruments [Abstract]
ABL facility	$ 130.0	$ 85.0

XML

Long-Term Debt - Additional Information (Detail) - 2021 Asset Based Lending Facility [Member] - USD ($) $ in Millions		6 Months Ended
	Feb. 20, 2025	Apr. 30, 2025	Oct. 31, 2024
Debt Instrument [Line Items]
Incremental borrowing capacity amount	$ 100.0
Debt instrument maturity date		Feb. 20, 2030
Weighted-average interest rate		5.90%	6.80%
Available current borrowing capacity		$ 263.2	$ 349.6
Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument applicable interest rate margins		0.50%
SOFR [Member]
Debt Instrument [Line Items]
Debt instruments applicable interest margin and credit spread adjustment		0.10%
Debt instrument applicable interest rate margins		1.50%
Required annual payment percentage		0.00%
Maximum [Member]
Debt Instrument [Line Items]
Additional borrowing capacity	$ 20.0
Fixed charge coverage ratio	100.00%
Fixed charge coverage ratio covenant reference borrowing capacity	$ 35.0
Fixed charges coverage ratio covenant reference borrowing capacity percent	12.50%
Minimum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio	100.00%
Letter of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 35.0
Letter of Credit [Member] | Maximum [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	450.0
Swing Lines Loan [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 45.0

XML

Long-Term Debt - Summary of Gross Borrowings and Gross Payments of Long-Term Debt (Detail) - USD ($) $ in Millions	6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024
Debt Instrument [Line Items]
Total net borrowings	$ 45.0	$ 70.0
2021 Asset Based Lending Facility [Member]
Debt Instrument [Line Items]
Gross borrowings	434.0	610.0
Gross payments	389.0	540.0
Total net borrowings	$ 45.0	$ 70.0

XML

Warranties - Schedule of Changes in Warranty Liability (Detail) - USD ($) $ in Millions	6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024
Guarantees [Abstract]
Balance at beginning of period	$ 42.1	$ 39.1
Warranty provisions	22.0	18.0
Settlements made	(17.7)	(20.0)
Divestiture (Note 7)		(1.1)
Held for sale (Note 7)	(0.4)
Balance at end of period	$ 46.0	$ 36.0

XML

Warranties - Accrued Warranty Classified in Condensed Unaudited Consolidated Balance Sheets (Detail) - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024	Apr. 30, 2024	Oct. 31, 2023
Guarantees [Abstract]
Current liabilities	$ 18.4	$ 20.0
Other long-term liabilities	27.6	22.1
Total warranty liability	$ 46.0	$ 42.1	$ 36.0	$ 39.1

XML

Earnings Per Share - Reconciliation of Basic Weighted-Average Common Shares Outstanding to Diluted Weighted-Average Shares Outstanding (Detail) - shares	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024
Earnings Per Share [Abstract]
Basic weighted-average common shares outstanding	50,085,286	53,117,059	50,863,200	56,116,502
Dilutive restricted stock awards	172,741	150,665	216,611	223,072
Dilutive restricted stock units	280,188	280,471	346,794	318,948
Dilutive performance stock units		114,015		102,175
Diluted weighted-average common shares outstanding	50,538,215	53,662,210	51,426,605	56,760,697

XML

Earnings Per Share - Calculation of Diluted Weighted-Average Shares Outstanding Due to Anti-Dilutive Effect (Detail) - shares	3 Months Ended	6 Months Ended
	Apr. 30, 2024	Apr. 30, 2024
Stock Options [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive shares	23,532	23,532

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024	Oct. 31, 2024
Income Tax Disclosure [Abstract]
(Benefit) provision for income taxes	$ (5.7)	$ 2.7	$ (1.9)	$ 64.1
Pre-tax income	42.90%	15.10%	5.40%	24.50%
Net discrete tax expense (benefit) related to changes in assets held for sale and share-based compensation	$ (16.6)		$ (18.3)
Net discrete tax expense (benefit) related to share-based compensation		$ (1.2)
Net discrete tax expense (benefit) related to sale of Collins				$ 62.2
Unrecognized tax benefits	$ 4.3		$ 4.3		$ 3.9

XML

Commitments and Contingencies - Schedule of Contingent Liabilities (Detail) - USD ($) $ in Millions	Apr. 30, 2025	Oct. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Performance, bid and specialty bonds	$ 684.8	$ 675.5
Open standby letters of credit	14.2	14.2
Total	$ 699.0	$ 689.7

XML

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Apr. 30, 2025	Oct. 31, 2024	Oct. 31, 2023
Loss Contingencies [Line Items]
Contingent liability under purchase agreements for future chassis inventory purchases	$ 28.9	$ 20.8
Repurchase agreement	2 years
Represents the gross value of all vehicles under repurchase agreements	$ 372.9	380.6
Aggregate amount of indebtedness which the Company is a party to through guarantee agreements	$ 19.5	21.7
Guarantee agreement	5 years
Litigation settlement expense			$ 13.7
Maximum [Member]
Loss Contingencies [Line Items]
Contingent liability related to vehicle chassis	$ 33.3	38.1
Estimated loss exposure under contract	$ 3.1	$ 4.0

XML

Business Segment Information - Additional Information (Detail)	6 Months Ended
	Apr. 30, 2025 Segment
Segment Reporting [Abstract]
Number of reportable segments	2

XML

Business Segment Information - Schedule of Selected Financial Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 30, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024	Oct. 31, 2024
Segment Reporting Information [Line Items]
Net sales	$ 629.1	$ 616.9	$ 1,154.2	$ 1,202.9
Depreciation and amortization	6.1	6.5	12.1	13.0
Capital expenditures	11.4	5.9	16.3	16.4
Total assets	1,227.6	1,330.4	1,227.6	1,330.4	$ 1,213.0
Operating Segment [Member] | Specialty Vehicles [Member]
Segment Reporting Information [Line Items]
Net sales	453.9	437.4	824.1	854.6
Depreciation and amortization	4.0	4.4	7.9	8.7
Capital expenditures	9.0	3.8	13.1	7.7
Total assets	817.4	873.6	817.4	873.6
Adjusted EBITDA	56.3	33.8	91.5	60.0
Operating Segment [Member] | Recreational Vehicles [Member]
Segment Reporting Information [Line Items]
Net sales	175.3	179.7	330.3	349.1
Depreciation and amortization	1.5	1.6	3.0	3.2
Capital expenditures	1.2	0.9	1.7	6.5
Total assets	350.0	392.1	350.0	392.1
Adjusted EBITDA	10.9	12.1	20.1	23.7
Corporate, Other and Elims [Member]
Segment Reporting Information [Line Items]
Net sales	(0.1)	(0.2)	(0.2)	(0.8)
Depreciation and amortization	0.6	0.5	1.2	1.1
Capital expenditures	1.2	1.2	1.5	2.2
Total assets	60.2	64.7	60.2	64.7
Adjusted EBITDA	$ (8.3)	$ (8.4)	$ (15.9)	$ (15.7)

XML

Business Segment Information - Reconciliation of Segment Adjusted EBITDA to Net Income (Detail) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Apr. 30, 2025	Jan. 31, 2025	Apr. 30, 2024	Jan. 31, 2024	Apr. 30, 2025	Apr. 30, 2024
Segment Reporting Information [Line Items]
Interest expense, net	$ (6.4)		$ (6.5)		$ (12.4)	$ (13.4)
Benefit (provision) for income taxes	(5.7)		2.7		(1.9)	64.1
Restructuring	0.0		(3.7)		0.0	(4.5)
Impairment charges	0.0		0.0		0.0	(12.6)
Stock-based compensation expense					(5.8)	(5.9)
Gain on sale of business	0.0		1.5		0.0	259.0
Loss on assets held for sale	(30.0)		0.0		(30.0)	0.0
Net income	19.0	$ 18.2	15.2	$ 182.7	37.2	197.9
Operating Segment [Member] | Specialty Vehicles [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	56.3		33.8		91.5	60.0
Operating Segment [Member] | Recreational Vehicles [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	10.9		12.1		20.1	23.7
Operating Segment [Member] | Corporate and Other [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	(8.3)		(8.4)		(15.9)	(15.7)
Reconciling Items [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	(6.1)		(6.5)		(12.1)	(13.0)
Interest expense, net	(6.4)		(6.5)		(12.4)	(13.4)
Benefit (provision) for income taxes	5.7		(2.7)		1.9	(64.1)
Transaction expenses			(1.4)			(6.4)
Sponsor expense reimbursement						(0.2)
Restructuring			(3.7)			(4.5)
Restructuring related charges						(6.1)
Impairment charges						(12.6)
Stock-based compensation expense	(3.1)		(3.0)		(5.9)	(5.9)
Legal matters						(2.9)
Gain on sale of business			1.5			259.0
Loss on assets held for sale	(30.0)				(30.0)
Net income	$ 19.0		$ 15.2		$ 37.2	$ 197.9

XML

Shareholders' Equity - Additional Information (Detail) - USD ($)		3 Months Ended			6 Months Ended
	Feb. 20, 2024	Apr. 30, 2025	Jan. 31, 2025	Apr. 30, 2024	Apr. 30, 2025	Apr. 30, 2024	Dec. 05, 2024	Mar. 15, 2024	Jun. 01, 2023
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, total cost		$ 89,300,000	$ 19,300,000	$ 129,700,000
Stock repurchase program, number of remaining shares repurchased and retired				8,000,000
Dividends declared per common share		$ 0.06		$ 0.05	$ 0.12	$ 3.1
Selling, General and Administrative Expenses [Member]
Equity Class Of Treasury Stock [Line Items]
Offering costs				$ 1,400,000		$ 1,400,000
American Industrial Partners [Member] | IPO [Member]
Equity Class Of Treasury Stock [Line Items]
Average price	$ 16.5
Shares issued	18,400,000
Number of shares sold	10,400,000
American Industrial Partners [Member] | Second Offerings [Member]
Equity Class Of Treasury Stock [Line Items]
Shares issued								7,395,191
Stock repurchased public offering price								$ 18
S 2024 Q1 Dividends [Member]
Equity Class Of Treasury Stock [Line Items]
Dividends declared per common share						$ 3
Dividends Payable, Date of Record						Feb. 09, 2024
Dividends Payable, Date to be Paid						Feb. 16, 2024
Common Stock [Member]
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, number of remaining shares repurchased and retired		2,877,814	579,165	8,000,000
Common Stock [Member] | American Industrial Partners [Member]
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, number of remaining shares repurchased and retired	8,000,000
Stock repurchase program, average price per share	$ 15.76
Common Stock [Member] | 2024 Repurchase Program [Member]
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, total cost		$ 88,400,000		$ 126,100,000	$ 107,600,000	$ 126,100,000
Stock repurchase program, number of remaining shares repurchased and retired		2,877,814		8,000,000	3,456,979	8,000,000
Stock repurchase program, average price per share		$ 30.7		$ 15.76	$ 31.1	$ 15.76
Common Stock [Member] | Maximum [Member] | 2023 Repurchase Program [Member]
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, authorized amount to repurchase issued and outstanding common stock									$ 175,000,000
Common Stock [Member] | Maximum [Member] | 2024 Repurchase Program [Member]
Equity Class Of Treasury Stock [Line Items]
Stock repurchase program, authorized amount to repurchase issued and outstanding common stock							$ 250,000,000