INSIDER TRADING POLICY – POLICY NUMBER LG-09

This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of REV Group, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business.

This Policy applies to all officers, directors and employees of the Company and its subsidiaries. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information. Any such other persons will be notified by the General Counsel.

This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household or to whom you provide significant financial support and any family members who do not live in your household but whose transactions in Company Securities (as defined below) are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities, as well as family trusts, family partnerships and similar entities controlled by you or any such person (collectively “Related Persons”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to securities transactions of such other persons where the purchase or sale decision is made by one or more third parties not controlled by or related to you or such other persons.

The Company’s Board of Directors has adopted this Policy to promote compliance with U.S. federal, state and foreign securities laws that prohibit certain persons who are in possession of material nonpublic information about a company through the course of their employment or service as a director from: (i) trading in securities of that company (including Company Securities and the securities of other companies that could be impacted by the information) until the information has been adequately disclosed to the public; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information.

In addition, it is the policy of the Company that a director, officer or other employee of the Company (or any other person designated as subject to this Policy) who, in the course of his or her employment or service as a director, comes into possession of material nonpublic information about another company, including a customer or supplier of the Company, may not trade in that company’s securities until the information becomes public or is no longer material.

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

4.1 Material Information. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider that information important in making an investment decision. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by courts and enforcement authorities with the benefit of hindsight.

While it is not possible to define all categories of material information, some examples of information that ordinarily could be regarded as material are:

4.2 Nonpublic Information. Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the newswire services, a webcast available to the public generally after appropriate advance notice has been given or public disclosure documents filed with the Securities and Exchange Commission (the “SEC”) that are available on the SEC’s website. By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees, or if it is only available to a select group of analysts, brokers or institutional investors.

Once information is widely disseminated, it is still necessary to afford the investing public with sufficient time to absorb the information. As a general rule, information is considered nonpublic until the end of the first full trading day after the information is released. For example, if the Company announces financial earnings before trading begins on a Tuesday, the first time a director, officer or employee who was in possession such information can buy or sell Company Securities is the opening of the market on Wednesday (assuming he or she is not aware of other material nonpublic information at that time). However, if the Company announces earnings after trading begins on that Tuesday, the first time such director, officer or employee can buy or sell Company Securities is the opening of the market on Thursday (again assuming he or she is not aware of other material nonpublic information at that time). Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information.

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the General Counsel. The requestor should also indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5, if applicable. The requestor should also be prepared to comply with SEC Rule 144 and file a Form 144, if necessary, at the time of any sale. After receiving clearance to engage in a trade from the General Counsel, the requestor must complete the proposed trade within three trading days or make a new trading request.

–Plans must be approved by the General Counsel. Plans must be submitted for approval at least five days prior to the intended date of signature. No further pre-approval of transactions conducted pursuant to an approved plan will be required.

-Plans must be entered into during a Window Period at a time when the person entering into the plan is not aware of material nonpublic information.

- A person must act in good faith with respect to a Rule 10b5-1 Plan when the plan is adopted and for the duration of the plan, and must not enter into a Rule 10b5-1 Plan as part of a plan or scheme to evade the prohibitions of Rule 10b-5.

-Each plan must include, or be accompanied by, a representation by the person certifying that (a) such person is not in possession of material nonpublic information about the Company or its securities and (b) the plan is being adopted in good faith and not as part of a plan to evade the prohibitions of Rule 10b-5.

-Once the plan is adopted, the insider must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade.

-The plan must either (a) specify the amount of securities to be sold and the price at which and the date on which the securities are to be sold, or (b) specify or set an objective formula or algorithm for determining the amount of stock to be sold and the price at which and the date on which the securities are to be sold; plans should not permit stock trades at broker discretion.

-Each Rule 10b5-1 Plan must provide for delayed effectiveness after adoption or amendment (a “Cooling-Off Period”). For persons who are directors or officers, each Rule 10b5-1 Plan must specify that trades may not execute under the Rule 10b5-1 Plan until the later of (a) 90 days after the date of adoption or amendment of the Rule 10b5-1 Plan and (b) 2 business days following the Company’s filing of a quarterly or annual report covering the financial reporting period in which the Rule 10b5-1 Plan was adopted or amended, but in no event later than 120 days after the date of adoption or amendment of the Rule 10b5-1 Plan. For all other persons, each Rule 10b5-1 Plan must specify that trades may not execute under the Rule 10b5-1 Plan for a period of at least 30 days after the date of adoption or amendment of the Rule 10b5-1 Plan.

-Once implemented, amendments, suspensions, modifications, or terminations of plans will not be permitted without approval of the General Counsel. An insider may voluntarily amend a Rule 10b5-1 Plan only (a) during Window Period and (b) when the insider does not otherwise possess material nonpublic information about the Company. An insider may make amendments to a Rule 10b5-1 Plan without triggering a Cooling-Off Period so long as the amendment does not change the pricing provisions of the Rule 10b5-1 Plan, the amount of securities covered under the Rule 10b5-1 Plan or the timing of trades under the Rule 10b5-1 Plan, or where a broker executing trades on behalf of the insider is substituted by a different broker (so long as the purchase or sales instructions remain the same).

-Only cash sales are permitted.

-No overlapping plans will be permitted, except that a written, irrevocable election (an “Election”) by an insider to sell a portion of shares as necessary to satisfy statutory tax withholding obligations arising solely from the vesting of compensatory awards (not including options) (“Sales to Cover”) is permitted, provided that (a) the Election is made during a Window Period under this Policy, (b) at the time of the Election, the insider is not aware of any material, nonpublic information with respect to the Company or any Company Securities, (c) the Sales to Cover are made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, (d) the insider does not have, and will not attempt to exercise, authority, influence or control over any such Sales to Cover, and (e) the Election contains appropriate representations as to clauses (b)-(d).

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. In addition to the formal sanctions summarized above, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

Certification. All persons subject to this Policy will certify electronically or otherwise that they have received a copy of this Policy, that they will comply with the Policy, and that all known or suspected violations of the Policy have been reported.