REV 424B4 Prospectus supplement with pricing info

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-255153

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated June 9, 2021

Preliminary Prospectus Supplement

(To Prospectus dated April 30, 2021)

7,500,000 Shares

LOGO

REV Group, Inc.

Common Stock

The selling stockholders identified in this prospectus supplement are offering 7,500,000 shares of our common stock. We will not receive any proceeds from the sale of common stock by the selling stockholders.

Our shares of common stock are listed on the New York Stock Exchange (“NYSE”) under the symbol “REVG.” On June 8, 2021, the last reported sale price of our common stock as reported on the NYSE was $19.06 per share.

Investing in shares of our common stock involves risk. See “Risk Factors” beginning on page S-4.


	Per Share	Total
Public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to the selling stockholders	$	$

(1)	See “Underwriting” for additional information regarding underwriter compensation.

The selling stockholders have granted the underwriters an option to purchase up to 1,125,000 additional shares of common stock at the public offering price less any underwriting discount within 30 days from the date of this prospectus supplement.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on or about , 2021.


Goldman Sachs & Co. LLC				Morgan Stanley

Prospectus Supplement dated , 2021.

TABLE OF CONTENTS

Prospectus Supplement


	Page
Summary		S-1
Risk Factors		S-4
Cautionary Statement on Forward-Looking Statements		S-8
Use of Proceeds		S-10
Dividends		S-11
Selling Stockholders		S-12
Underwriting		S-15
Legal Matters		S-24
Experts		S-24
Where You Can Find More Information		S-24

Prospectus


	Page
Our Company		1
Where You Can Find More Information		2
Cautionary Statement on Forward-Looking Statements		3
Risk Factors		5
Use of Proceeds		6
Description of Capital Stock		7
Selling Securityholders		11
Plan of Distribution		16
Validity of Securities		18
Experts		19

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide any information other than that contained in this prospectus supplement, the accompanying prospectus or incorporated by reference herein and therein, or in any free writing prospectus we may authorize to be delivered or made available to you. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, these securities only in jurisdictions where offers and sales are permitted. You should assume that the information in this prospectus supplement, the accompanying prospectus or incorporated by reference herein and therein, and in any free writing prospectus is accurate only as of the date of the respective document in which the information appears, regardless of the time of delivery of this prospectus supplement or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date.

For investors outside the United States: We and the selling stockholders have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for this purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus supplement, the accompanying prospectus or any free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus outside the United States. See “Underwriting.”

S-i

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus dated April 30, 2021, including the documents incorporated by reference therein, provides more general information. You should read both this prospectus supplement and the accompanying prospectus, together with any documents incorporated by reference herein and therein and the additional information described under “Where You Can Find More Information,” in its entirety before making an investment decision. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission (the “SEC”) before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date (for example, a document incorporated by reference in this prospectus supplement or in the accompanying prospectus) the statement in the document having the later date modifies or supersedes the earlier statement.

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SUMMARY

This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated herein carefully, including the section entitled “Risk Factors” and the financial statements and the related notes incorporated by reference into this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or on our behalf, before you decide to invest in shares of our common stock.

Unless otherwise indicated or the context requires otherwise, references in this prospectus supplement to the “Company,” “REV,” “we,” “us” and “our” refer to REV Group, Inc. and its consolidated subsidiaries.

Our Company

REV is a leading designer, manufacturer and distributor of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base primarily in the United States through three segments: Fire & Emergency, Commercial, and Recreation. We provide customized vehicle solutions for applications, including essential needs for public services (ambulances, fire apparatus, school buses and transit buses), 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. Several of our brands pioneered their specialty vehicle product categories and date back more than 50 years.

Our Equity Sponsor

Our primary equity holders are funds and an investment vehicle associated with AIP CF IV, LLC, which we collectively refer to as “AIP Fund IV” and which indirectly own approximately 52.2% of our voting equity prior to giving effect to this offering. AIP Fund IV is managed by American Industrial Partners (“AIP”), which is an operations and engineering-focused private equity firm headquartered in New York, New York, that has been investing in the industrial middle market for over 30 years. AIP invests when it believes it can significantly improve the underlying business’ performance through the implementation of an operating agenda to grow earnings and value—a “business building” investment strategy. As of March 31, 2021, AIP’s assets under management were $8.4 billion from four current funds on behalf of leading pension, endowment and financial institutions.

Corporate Information

REV Group, Inc. is a corporation organized under the laws of the state of Delaware. Our principal executive offices are located at 245 South Executive Drive, Suite 100, Brookfield, Wisconsin 53005. Our telephone number at that address is (414) 290-0190. Our website address is www.revgroup.com. The information on, or that can be accessed through, our website is not part of this prospectus supplement, and you should not rely on any such information in making the decision whether to purchase any of our securities.

S-1

The Offering

Common stock offered by the selling stockholders

7,500,000 shares

Underwriters’ option to purchase additional shares of common stock

1,125,000 shares

Common stock outstanding before and after this offering

64,741,896 shares

Use of proceeds

We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

Dividends

Subject to legally available funds and the discretion of our board of directors, we expect to continue to pay a quarterly cash dividend at the rate of $0.05 per share on our common stock. During fiscal year 2020, we paid cash dividends of $9.5 million. Our ability to pay dividends is subject to certain limitations under our credit agreement dated April 13, 2021 (the “Credit Agreement”).

We expect to pay this quarterly dividend on or about the last day of the first month following each fiscal quarter to shareholders of record on the last day of such fiscal quarter. On June 3, 2021, our board of directors declared a quarterly cash dividend of $0.05 per share on our common stock, payable in respect of the second quarter of fiscal year 2021. The dividend is payable on July 15, 2021 to holders of record as of June 30, 2021.

Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all. We cannot assure you that we will declare dividends or have sufficient funds to pay dividends on our common stock in the future. Based on our current dividend rate of $0.05 per share, and assuming we have 64,741,896 shares of our common stock outstanding, this would result in an aggregate annual cash dividend amount of approximately $3.2 million. See “Dividends.”

Risk factors

See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our common stock.

NYSE symbol

“REVG.”

S-2

Unless we specifically state otherwise or the context otherwise requires, the number of shares of common stock to be outstanding before and after this offering is based on 64,741,896 shares of common stock outstanding as of June 1, 2021 and does not give effect to or reflect the issuance of:

•

68,300 shares of common stock issuable upon exercise of stock options outstanding as of June 1, 2021 at a weighted average exercise price of $7.28 per share;

•

4,734,661 shares of common stock reserved for future issuance under our 2016 Omnibus Incentive Plan as of June 1, 2021;

•

923,194 shares of common stock issuable upon vesting of restricted stock units outstanding as of June 1, 2021; and

•

763,326 shares of common stock issuable upon vesting of performance stock awards outstanding as of June 1, 2021.

S-3

RISK FACTORS

Investing in our common stock involves risks. You should carefully consider the risks and uncertainties described in our Annual Report on Form 10-K for the year ended October 31, 2020 and our Quarterly Report on Form 10-Q for the six months ended April 30, 2021, which are incorporated by reference into this prospectus supplement. You should also carefully consider the other information contained or incorporated by reference in this prospectus supplement and in the accompanying prospectus before acquiring any shares of our common stock. These risks could materially affect our business, results of operations or financial condition and cause the value of our common stock to decline. You could lose all or part of your investment.

Risks Related to this Offering

AIP Fund IV is party to the Shareholders Agreement (as defined below) and has significant influence over us, and their interests may conflict with ours or yours in the future.

Immediately following this offering, AIP Fund IV will beneficially own approximately 40.8% of our issued and outstanding shares of common stock (or 39.1% of our issued and outstanding shares of common stock if the underwriters’ option to purchase additional shares is exercised in full). Even though we will no longer be a controlled company following this offering, for so long as AIP Fund IV continues to own a significant percentage of our stock, AIP Fund IV will still be able to significantly influence the composition of our Board of Directors and the approval of actions requiring shareholder approval. AIP Fund IV is also party to an amended and restated shareholders agreement (the “Shareholders Agreement”) that, among other things, imposes certain transfer restrictions on the shares held by such stockholders and requires such stockholders to vote in favor of certain nominees to our Board of Directors. For a discussion of the Shareholders Agreement, see “Certain Relationships and Related Party Transactions” in our Definitive Proxy Statement on Schedule 14A filed on January 21, 2021, which is incorporated by reference herein. Pursuant to the Shareholders Agreement, AIP Fund IV has the following rights so long as it holds at least 15% of our then outstanding common stock:

•

to nominate the greater of five members of our Board of Directors or a majority of directors;

•

to designate the Chairman of our Board of Directors and one member to each of the audit committee, the compensation committee and the nominating and corporate governance committee;

•

to approve the commencement of any proceeding for the voluntary dissolution, winding up or bankruptcy of us or any material subsidiary;

•

to approve any non-pro rata reduction to the share capital of us or any material subsidiary, except as required by law;

•

to approve amendments to the amended and restated certificate of incorporation and amended and restated bylaws that would change our name, our jurisdiction of incorporation, the location of our principal executive offices, the purpose or purposes for which we are incorporated or the approval requirements as provided in the Shareholders Agreement;

•

to approve special dividends greater than $10 million;

•

to approve any merger, amalgamation or consolidation of us or the spinoff of a business of ours with assets in excess of 15% of the consolidated assets or revenues of us and our subsidiaries;

•

to approve the sale, conveyance, transfer or other disposition of all or more than 15% of the consolidated assets or revenues of us and our subsidiaries; and

•

to approve any designation to the Board of Directors contrary to the Shareholders Agreement or the amended and restated certificate of incorporation and amended and restated bylaws.

Lastly, AIP Fund IV’s interests as an equity holder may not be aligned in all cases with those of other equity investors, or of our lenders as creditors. In addition, AIP Fund IV’s may have an interest in pursuing or not pursuing

S-4

acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might be contrary to the wishes of other equity investors or involve risks to our lenders. Furthermore, AIP may in the future own businesses that directly or indirectly compete with us. AIP may also pursue acquisition opportunities that may be complementary to our business separately from us and, as a result, those acquisition opportunities may not be available to us.

We expect that upon completion of this offering, we will no longer be a controlled company within the meaning of the NYSE rules; however, we will continue to qualify for and may rely on exemptions from certain corporate governance requirements that would otherwise provide protection to our stockholders during a one-year transition period.

Upon completion of this offering, it is expected that AIP will cease to beneficially own a majority of our common stock. Accordingly, upon completion of this offering, we expect that we will cease to be a controlled company within the meaning of the corporate governance standards of the NYSE and we will, subject to certain transition periods permitted by NYSE rules, no longer rely on exemptions from corporate governance requirements that are available to controlled companies. As a result, we will be required to have at least one independent director on each of our nominating and corporate governance committee and compensation committee upon completion of this offering, at least a majority of independent directors on those committees within 90 days after the completion of this offering, and fully independent nominating and corporate governance committee and compensation committee within one year after the completion of this offering. We will also be required to have a majority independent board of directors within one year after the completion of this offering and to perform an annual performance evaluation of our nominating and corporate governance and compensation committees. Prior to this offering, our Board has determined that, assuming AIP will cease to beneficially own a majority of our common stock upon completion of this offering, eight of our nine members of our Board are independent for purposes of the NYSE corporate governance standards and all three members of each of our nominating and corporate governance committee, our compensation committee and our audit committee meet the independence standards of the NYSE and the SEC applicable to such committee members. We do not intend to rely on these exemptions, as following this offering, a majority of our directors will be independent and our audit committee, compensation committee, and nominating and corporate governance committee will be fully independent upon the completion of this offering; however, to the extent we rely, during our controlled company transition period, on any of the exemptions from corporate governance requirements that are available to controlled companies, our stockholders will not have the same protection afforded to stockholders of companies that are subject to all of the NYSE corporate governance standards.

An active, liquid trading market for our common stock may not be sustained.

Although our common stock is currently listed on the NYSE under the symbol “REVG,” an active trading market for our shares may not be sustained following this offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to be sustained would likely have a material adverse effect on the value of our common stock. The market price of our common stock may decline below the public offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

We cannot assure you that our stock price will not decline or not be subject to significant volatility after this offering.

The market price of our common stock could be subject to significant fluctuations after this offering. The price of our stock may change in response to fluctuations in our operating results in future periods and may also

S-5

change in response to other factors, many of which are beyond our control. As a result, our share price may experience significant volatility and may not necessarily reflect the value of our expected performance. Among other factors that could affect our stock price are:

•

market conditions in the broader stock market;

•

actual or anticipated fluctuations in our quarterly financial and operating results;

•

introduction of new products or services by us or our competitors;

•

issuance of new or changed securities analysts’ reports or recommendations;

•

sales, or anticipated sales, of large blocks of our stock;

•

additions or departures of key personnel;

•

legal, regulatory or political developments;

•

litigation and governmental investigations;

•

the size of our public float;

•

market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•

changing economic conditions; and

•

exchange rate fluctuations.

In particular, we cannot assure you that you will be able to resell any of your shares of our common stock at or above the public offering price, or at all. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. As of June 1, 2021, we had 64,741,896 shares of common stock outstanding. The shares of common stock offered in this offering by the selling stockholders, plus any shares sold upon exercise of the underwriters’ option to purchase additional shares, may be resold in the public market immediately (other than shares of our common stock that may be held or acquired by our directors, executive officers or affiliates, as that term is defined in the Securities Act). In addition, the shares of common stock held by our directors, our executive officers and the selling shareholders will no longer be subject to a contractual restriction on transfer after the 45-day lock-up period provided under agreements executed in connection with this offering. These shares will, however, be able to be resold after the expiration of the lock-up agreements or with the prior written consent of the representatives, as described in the “Underwriting” section of this prospectus. We also registered all shares of common stock that we may issue under our equity compensation plans—which means these shares can be freely sold in the public market upon issuance, subject to the lock-up agreements. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

S-6

We cannot assure you that we will declare dividends or have sufficient funds to pay dividends on our common stock.

Our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under the Credit Agreement. Furthermore, Delaware law requires that our Board of Directors determine that we have adequate surplus prior to the declaration of dividends. Therefore, any return on investment in our common stock may be solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur. See “Dividends” for more detail.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

The trading market for our shares is influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

S-7

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “aim” 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, increases in interest rates, availability of credit, low consumer confidence, availability of labor, significant increases in repurchase obligations, inadequate liquidity or capital resources, availability and price of fuel, a slowdown in the economy, increased material and component costs, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product introductions by competitors, the effect of global tensions and integration of operations relating to mergers and acquisitions activities. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•

The impact of the COVID-19 pandemic on our business and the specialty vehicles industry;

•

The impact of economic factors and adverse developments in economic conditions;

•

The seasonal nature of the markets in which we operate;

•

Disruptions in the supply of vehicle chassis or other critical materials;

•

Our ability to compete with other participants in the end markets we serve;

•

The impact of technological innovations, market developments and changing customer needs across the end markets we serve;

•

Our ability to successfully identify and integrate acquisitions;

•

Our business has certain working capital requirements, and a decline in operating results may have an adverse impact on our liquidity position;

•

The realization of contingent obligations;

•

Increases in the price of commodities, including the impact of tariffs, on the cost or price of our products;

•

The impact of currency value fluctuations on the cost or price of our products;

•

Our reliance on the performance of dealers;

•

The availability and terms of financing available to dealers and retail purchasers;

•

Our ability to retain and attract senior management and key employees;

•

Vehicle defects, delays in new model launches, recall campaigns or increased warranty costs;

•

Cancellations, reductions or delays in customer orders;

•

The impact of federal, state and local regulations governing our products;

•

Unforeseen or recurring operational problems at any of our facilities and catastrophic events;

•

Federal and local government spending levels;

S-8

•

Our operations and the industries in which we operate are subject to governmental laws and regulations, including relating to environmental, health and safety matters;

•

The influence of AIP over us, including its contractual right to nominate a majority of our directors and other contractual rights;

•

Changes to tax laws or exposure to additional tax liabilities;

•

Failure to maintain the strength and value of our brands; and

•

Our current status as a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, qualifying for, and relying on, exemptions from certain corporate governance requirements.

The forward looking statements in this prospectus supplement are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements, including those described under “Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, 2020 incorporated by reference herein.

The forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein represent our views as of the date on which they were made. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise.

S-9

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. See “Selling Stockholders.”

S-10

DIVIDENDS

S-11

SELLING STOCKHOLDERS

Upon consummation of this offering we will cease to be a “controlled company” within the meaning of the corporate governance standards of the NYSE and we will, subject to certain transition periods permitted by NYSE rules, no longer rely on exemptions from corporate governance requirements that are available to controlled companies. However, AIP will continue to hold certain rights with respect to the corporate governance of our Company pursuant to the Shareholders Agreement, as described in “Certain Relationships and Related Party Transactions” in our Definitive Proxy Statement on Schedule 14A filed on January 21, 2021.

The table below sets forth, as of the date of this prospectus, the name of the selling securityholders for which we are registering shares of common stock for resale to the public, and the aggregate principal amount that the selling securityholders may offer pursuant to this prospectus. When we refer to the “selling securityholders” in this prospectus, we mean the persons listed in the tables below, and the pledgees, donees, transferees, assignees, successors and others who later come to hold any of the selling securityholders’ interest in our securities after the date of this prospectus. Unless otherwise indicated, the address of each selling securityholder listed in the table below is c/o American Industrial Partners, 450 Lexington Avenue, 40^th Floor, New York, New York 10017. The common stock issued to the selling securityholders are subject to transfer restrictions, as described herein.

A selling securityholder may sell all, some or none of such securities in this offering. See “Underwriting.”

Except where noted, we have based percentage ownership of our common stock prior to this offering on 64,741,896 shares of common stock issued and outstanding as of June 1, 2021.


	Common Stock Beneficially Owned Before this Offering⁽¹⁾					Number of Shares Being Offered		Common Stock Beneficially Owned After this Offering					Number of Shares Being Offered in the Option to Purchase Additional Shares		Common Stock Beneficially Owned After this Offering Assuming Underwriters’ Exercise of the Option to Purchase Additional Shares in Full
Name of Selling Securityholder	Shares		%			Number of Shares Being Offered		Shares		%					Shares		%
Funds associated with AIP Fund IV(2)		33,774,310		52.2	%		7,365,782		26,408,528		40.8	%		1,104,867		25,303,661		39.1	%
Jorge Amador(3)		12,308		*			2,684		9,624		*			403		9,221		*
Eric Baroyan(4)		43,081		*			9,395		33,686		*			1,409		32,277		*
John Becker(5)		144,629		*			31,542		113,087		*			4,731		108,356		*
Trusts associated with the estate of Sparsh Bhargava(6)		3,077		*			671		2,406		*			101		2,305		*
Dino Cusumano(7)		144,631		*			31,542		113,089		*			4,731		108,358		*
Daniel Davis(8)		12,309		*			2,684		9,625		*			403		9,222		*
Ben DeRosa(9)		43,081		*			9,395		33,686		*			1,409		32,277		*
Justin Fish(10)		18,077		*			671		17,406		*			101		17,305		*
Ryan Hodgson(11)		6,155		*			1,342		4,813		*			201		4,612		*
Richard Hoffman(12)		12,308		*			2,684		9,624		*			403		9,221		*
Kim Marvin(13)		144,631		*			31,542		113,089		*			4,731		108,385		*
Joel Rotroff(14)		21,077		*			671		20,406		*			101		20,305		*
Graham Sullivan(15)		43,081		*			9,395		33,686		*			1,409		32,277		*

*	Represents beneficial ownership of less than one percent of our outstanding shares of common stock.

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(1)

The shares of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote, or direct the voting of, such security, or investment power, which includes the power to dispose of, or to direct the disposition of, such security. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. For purposes of this table, except where noted we have assumed that none of the beneficial owners has purchased shares of our common stock in the open market. Under the regulations of the SEC, a person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

(2)

Represents 33,774,310 shares of common stock held directly or indirectly by American Industrial Partners Capital Fund IV, LP. (“Fund IV”), American Industrial Partners Capital Fund IV (Parallel), LP (“Parallel Fund”) and AIP/CHC Holdings, LLC (“AIP Holdings” and, together with Fund IV and Parallel Fund, the “AIP Funds”). AIPCF IV, LLC (“AIP GP”) is the general partner of Fund IV and the Parallel Fund. Mr. Cusumano, Mr. Marvin and Mr. Becker are senior managing members of AIP GP. They are also managing members of AIP/CHC Investors, LLC, which is the managing member of AIP Holdings. As a result of the above, Mr. Cusumano, Mr. Marvin and Mr. Becker may be deemed to share voting and dispositive power with respect to the shares held by the AIP Funds. Mr. Cusumano currently serves as a member of the Board of the Company. Each of the individuals listed herein disclaim beneficial ownership of the shares of common stock held by the AIP Funds except to the extent of any pecuniary interest therein. The AIP Funds may be deemed to be a “group” within the meaning of Rule 13d-5 of the Exchange Act.

(3)	Mr. Amador has been a partner at AIP, LLC, which is an affiliate of AIP Funds (“AIP”) since 2013.

(4)

Reflects 38,773 shares of common stock held by Eric Baroyan and 4,308 shares of common stock held by the Eric Baroyan 2010 Long-Term Trust. Eric Baroyan, as trustee of the Eric Baroyan 2010 Long-Term Trust, may be deemed to share voting power and dispositive power over the shares held by the Eric Baroyan 2010 Long-Term Trust. Mr. Baroyan has been a partner at AIP since 2010.

(5)

Reflects 67,975 shares of common stock held by John Becker and 76,654 shares of common stock held by the John Becker 2010 Long-Term Trust. John Becker, as trustee of the John Becker 2010 Long-Term Trust, may be deemed to share voting power and dispositive power over the shares held by the John Becker 2010 Long-Term Trust. Mr. Becker has also been a senior managing member of AIP GP since 2006, a managing member of AIP/CHC Investors, LLC since 2008 and a partner at AIP since 2005.

(6)	Reflects 1,539 shares of common stock held by the Umesh K. Bhargava Revocable Trust dated August 4, 2017 and 1,538 shares of common stock held by the Nibha Bhargava Revocable Trust dated August 4, 2017. Each of Umesh K. Bhargava and Nibha Bhargava serves as co-trustees of the two trusts.

(7)	Mr. Cusumano has served as a member of the Board of REV since 2008. He has also been a senior managing member of AIP GP since 2006, a managing member of AIP/CHC Investors, LLC since 2008 and a partner at AIP since 2005.

(8)

Reflects 11,078 shares of common stock held by Daniel Davis and 1,231 shares of common stock held by the Main Trust under the Daniel Davis 2012 Long-Term Trust. Daniel Davis, as trustee of the Main Trust under the Daniel Davis 2012 Long-Term Trust, may be deemed to share voting power and dispositive power over the shares held by the Main Trust under the Daniel Davis 2012 Long-Term Trust. Mr. Davis has been a partner at AIP since 2013.

(9)	Mr. DeRosa has been a partner at AIP since 2011.

(10)	Mr. Fish has served as a member of the Board of REV since 2016. He has also been a partner at AIP since 2013.

(11)	Mr. Hodgson was previously a partner at AIP until 2020.

(12)	Mr. Hoffman has been a partner at AIP since 2013.

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(13)	Mr. Marvin served as a member of the Board of REV from 2008 to 2020. He has also been a senior managing member of AIP GP since 2006, a managing member of AIP/CHC Investors, LLC since 2008 and a partner at AIP since 2005.

(14)	Mr. Rotroff has served as a member of the Board of REV since 2016. He has also been a partner at AIP since 2013.

(15)

Reflects 32,311 shares of common stock held by Graham Sullivan and 10,770 shares of common stock held by the Graham Grosvenor Sullivan 2012 Long-Term Trust. Graham Sullivan, as trustee of the Graham Grosvenor Sullivan 2012 Long-Term Trust, may be deemed to share voting power and dispositive power over the shares held by the Graham Grosvenor Sullivan 2012 Long-Term Trust.

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UNDERWRITING

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as representatives on behalf of the underwriters in connection with this offering. We and the selling stockholders have entered into an underwriting agreement with the underwriters with respect to the shares of common stock being offered. Subject to the terms and conditions of the underwriting agreement, the selling stockholders have agreed to sell to the several underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase, the number of shares of common stock set forth opposite its name below.


Underwriter		Number of Shares
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC

Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. Subject to the terms and conditions of the underwriting agreement, the underwriters are obligated to purchase all the shares (other than those covered by the option to purchase additional shares described below) if they purchase any of the shares.

The selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus supplement, to purchase up to 1,125,000 additional shares at the public offering price less any underwriting discount. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

Shares sold by the underwriters to the public will initially be offered at the public offering price less any underwriting discount. Any shares sold by the underwriters to securities dealers may be sold at a discount from the public offering price not to exceed $ per share. If all the shares are not sold at the public offering price, the underwriters may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

Underwriting Discount and Expenses

The following table shows the underwriting discount that the selling stockholders identified in this prospectus supplement are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock.


	Paid by the Selling Stockholders
	No Exercise	Full Exercise
Per share	$	$

Total	$	$

We estimate that our portion of the total expenses of this offering will be approximately $ . We have also agreed to reimburse the underwriters for certain expenses of counsel to the underwriters related to FINRA and blue sky matters, in an amount not to exceed $40,000.

The underwriters have also agreed to reimburse us for certain expenses incurred by us with respect to this offering.

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Lock-Up

We have agreed that, for a period of 45 days after the date of this prospectus supplement, we will not, without the prior written consent of the representatives, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of our common stock or such other securities, in cash or otherwise or (iii) file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, provided that we must give each underwriter notice substantially at the same time of any request to release or waive the restrictions set forth in this paragraph. These restrictions will not apply to:

•

the issuance by us of shares of our common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date of this prospectus supplement pursuant to an employee benefit plan in effect on the date of this prospectus supplement and described in this prospectus supplement;

•

the grant of options or the issuance of restricted shares of our common stock or any other securities by us to our employees, officers, directors, advisors or consultants pursuant to employee benefit plans in effect on the date of this prospectus supplement and described in this prospectus supplement, provided that each recipient of shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our common stock pursuant to this bullet shall execute a lock-up agreement substantially in the form provided by the underwriting agreement if he or she has not already delivered such a lock-up agreement;

•

the filing by us of one or more registration statements with the SEC on Form S-8 in respect of any shares issued under, or the grant of any award pursuant to, an employee benefit plan described in this prospectus supplement;

•

the sale or issuance of or entry into an agreement to sell or issue shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our common stock in connection with any mergers, acquisition of securities, businesses, property or other assets, joint ventures, strategic alliances, or partnerships with experts or other talent to develop or provide products or services, provided that the aggregate number of shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our common stock (on an as-converted or as-exercised basis, as the case may be) that we may sell or issue pursuant to this bullet shall not exceed 7.5% of the total number of shares of our common stock issued and outstanding immediately following the completion of this offering, and provided further that each recipient of shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our common stock pursuant to this fifth bullet shall execute a lock-up agreement substantially in the form provided by the underwriting agreement; and

•

the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the 45-day lock-up period.

The selling stockholders and our executive officers and directors have agreed that, for a period of 45 days after the date of this prospectus supplement, they will not, without the prior written consent of the representatives, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,

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grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act), by such person or any other securities so owned convertible into or exercisable or exchangeable for our common stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of our common stock or such other securities, in cash or otherwise; provided that such person must give each representative notice substantially at the same time of any request to release or waive the restrictions set forth in this paragraph. Notwithstanding the foregoing, the restrictions described in the lock-up agreement will not apply in certain circumstances, including:

•

sales or transfers relating to shares of our common stock to the underwriters in this offering;

•

transactions relating to shares of our common stock or other securities acquired in open market transactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of our common stock or other securities acquired in such open market transactions;

•

transfers of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock:

•

as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, or pursuant to a will or other testamentary document;

•

if such person is a natural person, to a member of the immediate family of such person, which shall mean any relationship by blood, marriage, domestic partnership or adoption no more remote than first cousin and includes any former spouse;

•

if such person is a natural person, to any trust or other like entity for the direct or indirect benefit of such person or the immediate family of such person;

•

if such person is a natural person, to a corporation, partnership, limited liability company or other entity of which such person and the immediate family of such person are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity;

•

if such person is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of such person or any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of such person;

•

if such person is a corporation, partnership, limited liability company or other entity, to any investment fund or other entity controlled or managed by such person;

•

as a distribution to any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of such person; or

•

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the seven sub-bullets above;

provided that in the case of any transfer or distribution pursuant to the sub-bullets above of this third bullet, each donee, distributee or transferee shall sign and deliver a lock-up agreement and no filing under Section 16(a) of the Exchange Act (other than a filing on Form 5 after the expiration of the 45-day lock-up period) reporting a reduction in beneficial ownership shall be required or shall be voluntarily made during the 45-day lock-up period;

•

the exercise of stock options to purchase shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock or other similar awards granted on or prior to the final prospectus relating to this offering or granted pursuant to our equity incentive plans described in this prospectus, provided that the lock-up agreement shall apply to any of such person’s common stock issued upon such exercise;

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•

the transfer of shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock from such person to us (or the purchase and cancellation of same by us) upon a vesting event of our securities or upon the exercise of options to purchase shares of common stock by such person, in each case on a “cashless” or “net exercise” basis, or to cover tax withholding obligations of such person in connection with such vesting or exercise, whether by means of a “net settlement” or otherwise, in each case pursuant to employee benefit plans disclosed in the registration statement of which this prospectus forms a part provided that no filing be made under Section 16(a) of the Exchange Act (other than a filing on Form 5 after the expiration of the 45-day lock-up period) reporting a reduction in beneficial ownership of shares of common stock shall be required or shall be voluntarily made during the 45-day lock-up period;

•

the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the 45-day lock-up period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of such person or us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the 45-day lock-up period;

•

if such person is a corporation, partnership, limited liability company or other entity, the transfer of shares of our common stock or any security convertible into or exercisable or exchangeable for shares of our common stock in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of such person’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of such person’s assets, in any such case not undertaken for the purpose of avoiding the restrictions described in the lock-up agreement, provided, that, each transferee shall sign and deliver a lock-up agreement;

•

the transfer of shares of our common stock or any security convertible into or exercisable or exchangeable for shares of our common stock that occurs by any order or settlement resulting from any legal proceeding pursuant to a qualified domestic order or in connection with a divorce settlement; provided that in the case of any transfer or distribution pursuant this clause, any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of our common stock shall state that such transfer is pursuant to an order of a court or a settlement resulting from a legal proceeding unless such a statement would be prohibited by any applicable law or order of a court; or

•

the transfer of shares of common stock or any security convertible into or exercisable or exchangeable for shares of common stock pursuant to an order of a court or regulatory agency; provided that each transferee shall sign and deliver a lock-up agreement, unless prohibited by any applicable law or order of a court; and provided, further, that any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of common stock shall state that such transfer is pursuant to an order of a court or a settlement resulting from a legal proceeding unless such a statement would be prohibited by any applicable law or order of a court;

•

the transfer of shares of our common stock or any security convertible into or exercisable or exchangeable for shares of our common stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the shares of our common stock involving a change of control of us; provided that all of the such person’s common stock subject to the lock-up agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to the lock-up agreement; and; and provided further that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the shares of our common stock owned by such person shall remain subject to the restrictions contained in the lock-up agreement (for this purpose, “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of our outstanding voting securities (or the surviving entity)).

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Listing

Our shares of common stock are listed on the NYSE under the symbol “REVG.”

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit the underwriters and selling group members from bidding for and purchasing our common stock. However, the underwriters may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than it is required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising its option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. “Naked” short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, it may discontinue them at any time. The underwriters may carry out these transactions on the NYSE, as applicable, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

The underwriters are full service financial institution engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity

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securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own accounts and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Selling Restrictions

Canada

The shares of our common stock may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of our common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

In relation to each Member State of the European Economic Area (each, a “Member State”), no offer of shares of our common stock may be made to the public in that Member State other than:

•

to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

•

to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives; or

•

in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of shares shall require us or any of our representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.

In the case of any shares being offered to a financial intermediary as that term is used in Article 5 of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of,

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nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Member State means the communication in any form and by means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase shares, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus supplement is only addressed to and directed at qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus supplement relates is available only to relevant persons and will only be engaged in with relevant persons. Any person who is not a relevant person should not act or rely on this prospectus supplement or any of its contents.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or Securities and Futures Ordinance, or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus supplement has not been registered as a prospectus supplement with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

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Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore, or Regulation 32.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore SFA Product Classification—In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (the “CMP Regulations 2018”), the Company has determined, and hereby notifies all relevant persons (as defined in the CMP Regulations 2018), that the shares are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Japan

The shares of our common stock have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The shares of our common stock may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

For Qualified Institutional Investors (“QII”)

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of common stock constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of common stock. The shares of common stock may only be transferred to QIIs.

For Non-QII Investors

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placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of common stock. The shares of common stock may only be transferred en bloc without subdivision to a single investor.

Switzerland

This prospectus supplement and accompanying prospectus is not intended to constitute an offer or solicitation to purchase or invest in the common stock. The common stock may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading venue (exchange or multilateral trading facility) in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to, the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to the common stock constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the common stock or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, or the common stock have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of common stock will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of common stock has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of common stock.

Dubai International Financial Centre

This prospectus supplement and accompanying prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement and accompanying prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement and accompanying prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement and accompanying prospectus. The shares of common stock to which this prospectus supplement and accompanying prospectus relate may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares of common stock offered should conduct their own due diligence on the shares of common stock. If you do not understand the contents of this prospectus supplement and accompanying prospectus you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus supplement and accompanying prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares of common stock may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act),

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“professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares of common stock without disclosure to investors under Chapter 6D of the Corporations Act.

The shares of common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares of common stock must observe such Australian on-sale restrictions.

This prospectus supplement and accompanying prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement and accompanying prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

LEGAL MATTERS

Certain legal matters will be passed upon for us and the selling stockholders by Davis Polk & Wardwell LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP.

EXPERTS

The consolidated financial statements of REV Group, Inc. as of October 31, 2020 and 2019 and for each of the years in the three-year period ended October 31, 2020 and the effectiveness of internal control over financial reporting as of October 31, 2020 incorporated in this Prospectus by reference from the REV Group, Inc. Annual Report on Form 10-K for the year ended October 31, 2020 have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon incorporated herein by reference, and have been incorporated in this Prospectus and Registration Statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the SEC with respect to the common stock offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus supplement or the accompanying prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

In addition, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from the SEC’s website at http://www.sec.gov. Our common stock is listed and traded on the NYSE under the symbol “REVG.” You may also inspect the information we file with the SEC at the NYSE’s offices at 20 Broad Street, New York, New York 10005. Information about us, including certain SEC filings, is also available at our website at investors.revgroup.com. However, the information on our website is not a part of this prospectus supplement or any accompanying prospectus.

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The SEC allows us to “incorporate by reference” in this prospectus supplement the information in other documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated or deemed to be incorporated by reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement.

We incorporate by reference in this prospectus supplement the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus supplement (provided, however, that we are not incorporating, in each case, any documents or information deemed to have been “furnished” under Items 2.02, 7.01 or 9.01 on Form 8-K or other information deemed to have been “furnished” and not filed in accordance with SEC rules):

•

Our Annual Report on Form 10-K for the fiscal year ended October 31, 2020 filed with the SEC on January 7, 2021, including those portions of our Definitive Proxy Statement on Schedule 14A filed on January 21, 2021 that are specifically incorporated by reference into such Annual Report on Form 10-K;

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Our Quarterly Reports on Form 10-Q filed with the SEC on March 10, 2021 and June 7, 2021;

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Our Current Reports on Form 8-K filed with the SEC on March 5, 2021 and April 13, 2021; and

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The description of our capital stock contained or incorporated by reference in our registration statement on Form 8-A, as filed on January 27, 2017, and any amendments or reports filed for the purpose of updating such description.

You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus supplement (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

Investor Relations Department

REV Group, Inc.

245 South Executive Drive, Suite 100

Brookfield, WI 53005

(414) 290-0190

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PRELIMINARY PROSPECTUS

LOGO

REV Group, Inc.

Common Stock

This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “selling securityholders”) of up to 34,497,855 shares of common stock of REV Group, Inc. (“REV”).

We are registering the offer and sale of the securities held by the selling securityholders to satisfy certain registration rights we have granted. The selling securityholders may sell the securities covered by this prospectus in a number of different ways and at varying prices. The specific terms of any offering of these securities, including the public offering price, will be provided in supplements to this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated and deemed to be incorporated by reference in this prospectus and any prospectus supplement, carefully before you invest.

The securities covered by this prospectus may be sold on a continuous or delayed basis through one or more agents, dealers or underwriters as designated from time to time, or directly to purchasers or through a combination of these methods. The selling securityholders reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. We will not receive any of the proceeds from the sale of the securities by the selling securityholders. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled “Plan of Distribution.”

Investing in our securities involves risks. You should carefully consider the information referred to under the heading “Risk Factors” on page 5 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 30, 2021.

Neither we nor the selling securityholders have authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any prospectus supplement or free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the selling securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the selling securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus, any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates. The terms “REV,” “the Company,” “we,” “us,” and “our” refer to REV Group, Inc. and its subsidiaries.

TABLE OF CONTENTS


	Page
Our Company		1
Where You Can Find More Information		2
Cautionary Statement on Forward-Looking Statements		3
Risk Factors		5
Use of Proceeds		6
Description of Capital Stock		7
Selling Securityholders		11
Plan of Distribution		16
Validity of Securities		18
Experts		19

OUR COMPANY

REV is a leading designer, manufacturer, and distributor of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base, primarily in the United States, through three segments: Fire & Emergency, Commercial, and Recreation. We provide customized vehicle solutions for applications, including essential needs for public services (ambulances, fire apparatus, school buses, and transit buses), 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. Several of our brands pioneered their specialty vehicle product categories and date back more than 50 years.

REV Group, Inc. is a corporation organized under the laws of the state of Delaware. Our principal executive offices are located at 245 South Executive Drive, Suite 100, Brookfield, WI 53005. Our telephone number at that address is (414) 290-0190. Our website address is www.revgroup.com. The information on, or that can be accessed through, our website is not part of this prospectus or any accompanying prospectus supplement, and you should not rely on any such information in making the decision whether to purchase any of our securities.

About this Prospectus

This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement and information incorporated by reference after the date of this prospectus may also add, update or change information contained in this prospectus. You should read both this prospectus, any prospectus supplement and any free writing prospectus, together with additional information described under the heading “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from the SEC’s website at www.sec.gov. Our common stock is listed and traded on the New York Stock Exchange, or “NYSE” under the symbol “REVG.” You may also inspect the information we file with the SEC at the NYSE’s offices at 20 Broad Street, New York, New York 10005. Information about us, including certain SEC filings, is also available at our website at investors.revgroup.com. However, the information on our website is not a part of this prospectus or any accompanying prospectus supplement.

The SEC allows us to “incorporate by reference” in this prospectus the information in other documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated or deemed to be incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus.

We incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” prior to the termination of the offering under this prospectus (provided, however, that we are not incorporating, in each case, any documents or information deemed to have been “furnished” under Items 2.02, 7.01 or 9.01 on Form 8-K or other information deemed to have been “furnished” and not filed in accordance with SEC rules):

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Our Quarterly Report on Form 10-Q filed with the SEC on March 10, 2021;

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Our Current Report on Form 8-K filed with the SEC on March 5, 2021; and

•

You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

Investor Relations Department

REV Group, Inc.

245 South Executive Drive, Suite 100

Brookfield, WI 53005

1-888-738-4037

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “aim” and other similar expressions, although not all forward-looking statements contain these identifying words. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

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The impact of the COVID-19 pandemic on our business and the specialty vehicles industry;

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The impact of economic factors and adverse developments in economic conditions;

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The seasonal nature of the markets in which we operate;

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Disruptions in the supply of vehicle chassis or other critical materials;

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Our ability to compete with other participants in the end markets we serve;

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The impact of technological innovations, market developments and changing customer needs across the end markets we serve;

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Our ability to successfully identify and integrate acquisitions;

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Our business has certain working capital requirements, and a decline in operating results may have an adverse impact on our liquidity position;

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The realization of contingent obligations;

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Increases in the price of commodities, including the impact of tariffs, on the cost or price of our products;

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The impact of currency value fluctuations on the cost or price of our products;

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Our reliance on the performance of dealers;

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The availability and terms of financing available to dealers and retail purchasers;

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Our ability to retain and attract senior management and key employees;

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Vehicle defects, delays in new model launches, recall campaigns, or increased warranty costs;

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Cancellations, reductions or delays in customer orders;

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The impact of federal, state and local regulations governing our products;

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Unforeseen or recurring operational problems at any of our facilities and catastrophic events;

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Federal and local government spending levels;

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Our operations and the industries in which we operate are subject to governmental laws and regulations, including relating to environmental, health and safety matters;

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The influence of certain funds affiliated with AIPCF IV, LLC, which we collectively refer to as “AIP Fund IV,” over us, including its contractual right to nominate a majority of our directors and other contractual rights;

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Changes to tax laws or exposure to additional tax liabilities;

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Failure to maintain the strength and value of our brands; and

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Our being a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, qualifying for, and relying on, exemptions from certain corporate governance requirements.

The forward-looking statements contained or incorporated by reference in this prospectus are only predictions. A number of factors could cause actual results to differ materially from these statements, including, but not limited to increases in interest rates, availability of credit, low consumer confidence, availability of labor, significant increases in repurchase obligations, inadequate liquidity or capital resources, availability and price of fuel, a slowdown in the economy, increased material and component costs, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product introductions by competitors, the effect of global tensions and integration of operations relating to mergers and acquisitions activities. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include those described under the “Risk Factors” section of this prospectus, in any accompanying prospectus supplement and in the filings made by us from time to time with the SEC or in materials incorporated herein or therein.

We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained or incorporated by reference in this prospectus or to reflect any changes in expectations or any change in events, conditions or circumstances on which any statement is based, except as required by law.

RISK FACTORS

An investment in our securities involves significant risks. Before purchasing any securities, you should carefully consider and evaluate all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus or the applicable prospectus supplement, including the risk factors incorporated by reference herein from our Annual Report on Form 10-K for the fiscal year ended October 31, 2020, as updated by annual, quarterly and other reports and documents we file with the SEC that are incorporated by reference herein or in the applicable prospectus supplement. Our business, financial position, results of operations or liquidity could be adversely affected by any of these risks.

USE OF PROCEEDS

All of the common stock sold pursuant to this prospectus will be offered and sold by the selling securityholders. We will not receive any of the proceeds from such sales.

DESCRIPTION OF CAPITAL STOCK

The following is a summary of our capital stock and certain terms of our amended and restated certificate of incorporation and amended and restated bylaws. This discussion summarizes some of the important rights of our stockholders but does not purport to be a complete description of these rights and may not contain all of the information regarding our capital stock that is important to you. These rights can only be determined in full, and the descriptions herein are qualified in their entirety, by reference to our amended and restated certificate of incorporation and amended and restated bylaws, copies of which are filed with the SEC as exhibits to our Annual Report on Form 10-K for the year ended October 31, 2020, and our Registration Statement on Form 8-A dated January 27, 2017.

General

Our authorized capital stock consists of 700,000,000 shares of capital stock, $0.001 par value per share, of which:

•

605,000,000 shares are designated as common stock; and

•

95,000,000 shares are designated as preferred stock.

The following description summarizes the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you.

Common Stock

All issued and outstanding shares of our common stock have been duly authorized, validly issued, fully paid, and non-assessable. All authorized but unissued shares of our common stock are available for issuance by our Board of Directors without any further stockholder action, except as required by the listing standards of the NYSE.

Voting Rights. Each holder of our common stock is entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock do not have cumulative voting rights in the election of directors.

Dividend Rights. Each holder of our common stock is entitled to ratably receive dividends if, as, and when declared from time to time by our Board of Directors at its own discretion out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, if any. Under Delaware law, we can only pay dividends either out of “surplus” or out of the current or the immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value.

Right to Receive Liquidation Distributions. Upon our dissolution, liquidation, or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Shareholders Agreement. We are party to an amended and restated shareholders agreement with AIP Fund IV, entities affiliated with J.P. Morgan Securities LLC (the “JPM Holders”) and certain of our existing stockholders (the “Shareholders Agreement”). Pursuant to the Shareholders Agreement, AIP Fund IV has certain rights so long as it beneficially owns at least 15% of the then outstanding shares of our common stock, as described under “Selling Securityholders—Material Relationships with Selling Securityholders—Amended and Restated Shareholders Agreement” in this prospectus and in the “Certain Relationships and Related Person Transactions—Amended and Restated Shareholders Agreement” section of our Definitive Proxy Statement on Schedule 14A filed on January 21, 2021.

Other Matters. The common stock has no preemptive rights pursuant to the terms of our amended and restated certificate of incorporation and our amended and restated bylaws. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock, including the shares being offered by the selling stockholders identified in this prospectus, have been fully paid and non-assessable.

Preferred Stock

Pursuant to our amended and restated certificate of incorporation, 95,000,000 shares of preferred stock are issuable from time to time, in one or more series, with the designations of the series, the voting rights of the shares of the series (if any), the powers, preferences, or relative, participation, optional, or other special rights (if any), and any qualifications, limitations or restrictions thereof as our Board of Directors from time to time may adopt by resolution (and without further stockholder approval), subject to certain limitations. Each series will consist of that number of shares as will be stated and expressed in the certificate of designations providing for the issuance of the stock of the series.

Registration Rights

We are party to a registration rights agreement with AIP Fund IV, the JPM Holders and certain other existing stockholders, each of which is entitled to certain demand and piggyback registration rights. See “Selling Securityholders—Material Relationships with Selling Securityholders—Registration Rights Agreement.”

Anti-Takeover Effects of Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws

Certain provisions of Delaware law and certain provisions included in our amended and restated certificate of incorporation and amended and restated bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter, or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Preferred Stock

Our amended and restated certificate of incorporation contains provisions that permit our Board of Directors to issue, without any further vote or action by the stockholders, shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting rights (if any) of the shares of the series, and the powers, preferences, or relative, participation, optional, and other special rights, if any, and any qualifications, limitations, or restrictions, of the shares of such series.

Classified Board

Our Board of Directors is divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms, other than directors which may be elected by holders of preferred stock, if any.

Removal of Directors

At any time after AIP Fund IV beneficially owns less than 50% of our then outstanding common stock, our amended and restated certificate of incorporation provides that directors may be removed only for cause and only by the affirmative vote of holders of a majority of our then outstanding stock. Prior to such time, directors may be removed with or without cause.

Director Vacancies

Our amended and restated certificate of incorporation authorizes only our Board of Directors to fill vacant directorships.

No Cumulative Voting

Our amended and restated certificate of incorporation provides that stockholders do not have the right to cumulate votes in the election of directors.

Special Meetings of Stockholders

At any time after AIP Fund IV beneficially owns less than 50% of our then outstanding common stock, our amended and restated bylaws and amended and restated certificate of incorporation provide that special meetings of our stockholders may only be called by the Board of Directors. Prior to such time, a special meeting may also be called by the secretary of the Company at the request of stockholders holding a majority of the outstanding shares entitled to vote.

Advance Notice Procedures for Director Nominations

Our amended and restated bylaws establish advance notice procedures for stockholders seeking to nominate candidates for election as directors at an annual or special meeting of stockholders. Although our amended and restated bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates to be elected at an annual meeting, our amended and restated bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of our Company.

Action by Written Consent

At any time after AIP Fund IV beneficially owns less than 50% of our then outstanding common stock, our amended and restated bylaws and amended and restated certificate of incorporation provide that any action required or permitted to be taken by the shareholders must be effected at a duly called annual or special meeting of shareholders and may not be effected by any consent in writing in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of preferred stock. Prior to such time, such actions may be taken without a meeting by written consent.

Amending Our Certificate of Incorporation and Bylaws

At any time after AIP Fund IV beneficially owns less than 50% of our then outstanding common stock, our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of at least two thirds of our common stock. Prior to such time, our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of a majority of the voting power of our common stock.

Authorized but Unissued Shares

Our authorized but unissued shares of our common stock and preferred stock will be available for future issuances without stockholder approval, except as required by the listing standards of the NYSE, and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Jurisdiction

Our amended and restated certificate of incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or other employees to us or to our stockholders, any action asserting a claim arising pursuant to the Delaware General Corporation Law (the “DGCL”), or any action asserting a claim governed by the internal affairs doctrine.

Business Combinations with Interested Stockholders

Subject to certain exceptions, Section 203 of the DGCL prohibits a public Delaware corporation from engaging in a business combination (as defined in such section) with an “interested stockholder” (defined generally as any person who beneficially owns 15% or more of the outstanding voting stock of such corporation or any person affiliated with such person) for a period of three years following the time that such stockholder became an interested stockholder, unless (i) prior to such time the Board of Directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock of such corporation outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (A) by persons who are directors and also officers of such corporation and (B) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or (iii) at or subsequent to such time the business combination is approved by the Board of Directors of such corporation and authorized at a meeting of stockholders (and not by written consent) by the affirmative vote of at least 66 2/3% of the outstanding voting stock of such corporation not owned by the interested stockholder.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have expressly elected not to be governed by the “business combination” provisions of Section 203 of the DGCL, until after such time as AIP Fund IV no longer beneficially owns at least 50% of our common stock. At that time, such election shall be automatically withdrawn and we will thereafter be governed by the “business combination” provisions of Section 203 of the DGCL.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 250 Royall Street, Canton, Massachusetts 02021.

Listing

Our shares of common stock are listed on the NYSE under the symbol “REVG.”

SELLING SECURITYHOLDERS

This prospectus relates to the possible resale by the selling securityholders of up to 34,497,855 shares of our common stock. The selling securityholders may from time to time offer and sell any or all of the common stock set forth below pursuant to this prospectus. When we refer to the “selling securityholders” in this prospectus, we mean the persons listed in the tables below, and the pledgees, donees, transferees, assignees, successors and others who later come to hold any of the selling securityholders’ interest in our securities after the date of this prospectus.

We cannot advise you as to whether the selling securityholders will in fact sell any or all of such shares of common stock. In addition, the selling securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of common stock in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus, subject to applicable law and transfer restrictions, as described herein.

Selling securityholder information for each additional selling securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such selling securityholder’s securities pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each selling securityholder and the number of shares registered on its behalf. A selling securityholder may sell all, some or none of such securities in this offering. See “Plan of Distribution.”

Except where noted, we have based percentage ownership of our common stock prior to this offering on 64,738,166 shares of common stock issued and outstanding as of March 31, 2021.


	Common Stock Beneficially Owned(1)					Common Stock Registered Hereby		Common Stock Beneficially Owned After Sale of All Common Stock Offered Hereby(1)
Name of Selling Securityholder	Shares		Percentage			Common Stock Registered Hereby		Shares		Percentage
Funds associated with AIP Fund IV(2)		33,774,310		52.2	%		33,774,310		—		—
Jorge Amador(3)		12,308		*			12,308		—		—
Paul Bamatter(4)		50,000		*			50,000		—		—
Eric Baroyan(5)		43,081		*			43,081		—		—
John Becker(6)		144,629		*			144,629		—		—
Trusts associated with the estate of Sparsh Bhargava(7)		3,077		*			3,077		—		—
Dino Cusumano(8)		144,631		*			144,631		—		—
Daniel Davis(9)		12,309		*			12,309		—		—
Ben DeRosa(10)		43,081		*			43,081		—		—
Justin Fish(11)		18,077		*			18,077		—		—
Ryan Hodgson(12)		6,155		*			6,155		—		—
Richard Hoffman(13)		12,308		*			12,308		—		—
Kim Marvin(14)		144,631		*			144,631		—		—
Joel Rotroff(15)		21,077		*			21,077		—		—
Graham Sullivan(16)		43,081		*			43,081		—		—
Randall Swift(17)		25,100		*			25,100		—		—

*	Less than one percent.

(1)

The shares of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote, or direct the voting of, such security, or investment power, which includes the power to dispose of, or to direct the disposition of, such security. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. For purposes of this table, except where noted we have assumed that none of the beneficial owners has purchased shares of our common stock in the open market. Under the regulations of the SEC, a person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

(2)

Represents 33,774,310 shares of common stock held directly or indirectly by American Industrial Partners Capital Fund IV, LP. (“Fund IV”), American Industrial Partners Capital Fund IV (Parallel), LP (“Parallel Fund”) and AIP/CHC Holdings, LLC (“AIP Holdings” and, together with Fund IV and Parallel Fund, the “AIP Funds”). AIPCF IV, LLC (“AIP GP”) is the general partner of Fund IV and the Parallel Fund. Mr. Cusumano, Mr. Marvin and Mr. Becker are senior managing members of AIP GP. They are also managing members of AIP/CHC Investors, LLC, which is the managing member of AIP Holdings. As a result of the above, Mr. Cusumano, Mr. Marvin and Mr. Becker may be deemed to share voting and dispositive power with respect to the shares held by the AIP Funds. Mr. Cusumano currently serves as a member of the Board of REV. Each of the individuals listed herein disclaim beneficial ownership of the shares of common stock held by the AIP Funds except to the extent of any pecuniary interest therein. The AIP Funds may be deemed to be a “group” within the meaning of Rule 13d-5 of the Exchange Act.

(3)	Mr. Amador has been a partner at AIP, LLC, which is an affiliate of the AIP Funds (“AIP”) since 2013.

(4)	Mr. Bamatter has served as a member of the Board of REV since 2016. He has also been a partner at AIP since 2005 and was the chief financial officer of AIP from 2005 to 2018.

(5)

(6)

(7)	Reflects 1,539 shares of common stock held by the Umesh K. Bhargava Revocable Trust dated August 4, 2017 and 1,538 shares of common stock held by the Nibha Bhargava Revocable Trust dated August 4, 2017. Each of Umesh K. Bhargava and Nibha Bhargava serves as co-trustees of the two trusts.

(8)	Mr. Cusumano has served as a member of the Board of REV since 2008. He has also been a senior managing member of AIP GP since 2006, a managing member of AIP/CHC Investors, LLC since 2008 and a partner at AIP since 2005.

(9)

(10)	Mr. DeRosa has been a partner at AIP since 2011.

(11)	Mr. Fish has served as a member of the Board of REV since 2016. He has also been a partner at AIP since 2013.

(12)	Mr. Hodgson was previously a partner at AIP until 2020.

(13)	Mr. Hoffman has been a partner at AIP since 2013.

(14)	Mr. Marvin served as a member of the Board of REV from 2008 to 2020. He has also been a senior managing member of AIP GP since 2006, a managing member of AIP/CHC Investors, LLC since 2008 and a partner at AIP since 2005.

(15)	Mr. Rotroff has served as a member of the Board of REV since 2016. He has also been a partner at AIP since 2013.

(16)

(17)	Mr. Swift has served as a member of the Board of REV since 2020. He has also been a partner at AIP since 2015.

Material Relationships with Selling Securityholders

The description of our relationships with the selling securityholders and their affiliates set forth in “Certain Relationships and Related Person Transactions” in our Definitive Proxy Statement on Schedule 14A filed on January 21, 2021 and under “Item 13. Certain Relationships and Related Transactions, and Director Independence” in our Annual Report on Form 10-K for the year ended October 31, 2020 are incorporated by reference herein.

Amended and Restated Shareholders Agreement

We are party to an amended and restated shareholders agreement with AIP Fund IV, entities affiliated with J.P. Morgan Securities LLC (the “JPM Holders”) and certain of our existing stockholders (the “Shareholders Agreement”) that we entered into in connection with our IPO. Pursuant to the Shareholders Agreement, AIP Fund IV has the following rights so long as it beneficially owns at least 15% of the then outstanding shares of our common stock:

•

to nominate the greater of five members of the Board or a majority of directors;

•

to designate the Chairman of our Board and one member to each of the audit committee, the compensation committee and the nominating and corporate governance committee;

•

to approve the commencement of any proceeding for the voluntary dissolution, winding up or bankruptcy of the Company or any material subsidiary;

•

to approve any non-pro rata reduction to the share capital of the Company or any material subsidiary, except as required by law;

•

to approve amendments to the amended and restated certificate of incorporation and amended and restated bylaws that would change the name of the Company, its jurisdiction of incorporation, the location of its principal executive offices, the purpose or purposes for which the Company is incorporated or the approval requirements as provided in the Shareholders Agreement;

•

to approve special dividends greater than $10 million;

•

to approve any merger, amalgamation or consolidation of the Company or the spin-off of a business of the Company with assets in excess of 15% of the consolidated assets or revenues of the Company and its subsidiaries;

•

the sale, conveyance, transfer or other disposition of all or more than 15% of the consolidated assets or revenues of the Company and its subsidiaries; and

•

any designation to the Board contrary to the Shareholders Agreement or the amended and restated certificate of incorporation and amended and restated bylaws.

In addition, for so long as AIP Fund IV beneficially owns at least 15% of the then outstanding shares of our common stock, AIP Fund IV is entitled to certain information rights, including the right to consult with and advise senior management, to receive quarterly and annual financial statements and to review our books and records. We are also required to cooperate with AIP Fund IV in connection with certain pledges of our shares or grants of security interests in respect thereof, including in connection with margin loans.

The Shareholders Agreement also provides for the reimbursement of certain expenses that AIP Fund IV incurs in connection with providing management services to us. During fiscal year 2020, reimbursements of expenses to AIP Fund IV for management services totaled $0.5 million.

The Shareholders Agreement will automatically terminate when AIP Fund IV ceases to beneficially own, directly or indirectly, at least 15% of the then outstanding shares of our common stock.

Registration Rights Agreement

We are party to a registration rights agreement with AIP Fund IV, the JPM Holders and certain other existing stockholders (each, a “Stockholder” and together, the “Stockholders”), each of which is entitled to certain demand and piggyback registration rights. As of March 31, 2021, the Stockholders held an aggregate of approximately 33,774,310 shares of our common stock, or approximately 52.2% of the voting power of our common stock outstanding. The registration rights described below will expire on the date on which the securities subject to the registration rights agreement may be sold by the holder in a single transaction pursuant to Rule 144 promulgated under the Securities Act.

Demand Registration Rights. Subject to certain requirements and other limitations in the registration rights agreement, AIP Fund IV and any other Stockholder or group of Stockholders holding at least 50% of the outstanding shares of our common stock may request that we register all or a portion of their shares. Any such request must cover a quantity of shares with an anticipated aggregate offering price of at least $50.0 million. To the extent we are a well-known seasoned issuer, the Stockholders making a demand registration may also request that we file an automatic shelf registration statement on Form S-3 that covers the registrable securities requested to be registered. Depending on certain conditions, we may defer a demand registration for up to 90 days in any 12-month period.

Piggyback Registration Rights. In the event that we propose to register any of our securities under the Securities Act, either for our account or for the account of our other security holders, the Stockholders will be entitled to certain piggyback registration rights allowing each to include its shares in the registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, the holders of these shares are entitled to notice of the registration.

Transfer Restrictions. The registration rights agreement contains certain transfer restrictions applicable to the parties thereto. Without the consent of AIP Fund IV, and subject to certain exceptions, no party to the registration rights agreement is permitted to transfer their shares of our common stock except in a registered offering being conducted pursuant to, and in accordance with the terms of, the registration rights agreement.

Expenses; Indemnification. The registration rights agreement provides that we must pay all registration expenses (other than the underwriting discounts and commissions) in connection with effecting any demand registration or shelf registration. The registration rights agreement contains customary indemnification and contribution provisions.

Indemnification Agreements

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted under Delaware law. In addition, we have

entered into customary indemnification agreements with our directors and executive officers. These agreements require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permissible under Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

PLAN OF DISTRIBUTION

The selling securityholders may sell the securities in one or more of the following ways (or in any combination) from time to time:

•

through underwriters or dealers;

•

through agents; or

•

directly to purchasers.

The securities may be sold in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to prevailing market prices or at negotiated prices.

We will describe in a prospectus supplement the particular terms of any offering of the securities, including the following:

•

the names of any underwriters or agents;

•

the proceeds that the selling securityholders will receive from the sale;

•

any discounts and other items constituting underwriters’ or agents’ compensation; and

•

any discounts or concessions allowed or reallowed or paid to dealers.

If the selling securityholders use underwriters in the sale, such underwriters will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to prevailing market prices or at negotiated prices.

The securities may be offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities of the series offered if any of the securities are purchased.

The selling securityholders may sell securities through agents or dealers designated by them. Any agent or dealer involved in the offer or sale of the securities for which this prospectus is delivered will be named, and any commissions payable by the selling securityholders to that agent or dealer will be set forth, in the prospectus supplement. Unless indicated in the prospectus supplement, the agents will agree to use their reasonable efforts to solicit purchases for the period of their appointment and any dealer will purchase securities from the selling securityholders as principal and may resell those securities at varying prices to be determined by the dealer.

The selling securityholders also may sell securities directly. In this case, no underwriters or agents would be involved.

Underwriters, dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from the selling securityholders and any profit on the resale of the securities by them may be treated as underwriting discounts and commissions under the Securities Act.

The selling securityholders may enter into agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act or to contribute with respect to payments which the underwriters, dealers or agents may be required to make, and to reimburse them for certain expenses.

Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.

In order to facilitate the offering of the securities, any underwriters or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities or other securities the prices of which may be used to determine payments on the securities. Specifically, the underwriters or agents, as the case may be, may overallot in connection with the offering, creating a short position in such securities for their own account. In addition, to cover overallotments or to stabilize the price of the securities or of such other securities, the underwriters or agents, as the case may be, may bid for, and purchase, such securities in the open market. Finally, in any offering of such securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allotted to an underwriter or a dealer for distributing such securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time.

The selling securityholders may solicit offers to purchase securities directly from, and we may sell securities directly to, institutional investors or others. The terms of any of those sales, including the terms of any bidding or auction process, if utilized, will be described in the applicable prospectus supplement.

We cannot and will not give any assurances as to the liquidity of the trading market for any of our securities.

VALIDITY OF SECURITIES

The validity of the securities in respect of which this prospectus is being delivered will be passed on for us by Davis Polk & Wardwell LLP or such other counsel as may be specified in the applicable prospectus supplement.

EXPERTS

7,500,000 Shares

REV Group, Inc.

Common Stock

LOGO

PRELIMINARY PROSPECTUS SUPPLEMENT

, 2021

REV (REVG) 424B4Prospectus supplement with pricing info