UNITED STATES
SECURITIES AND EXCHANGE COMMISSION



Washington,D.C. 20549

_________________________

FORM 10-K/A

_________________________

(Mark One)



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



For the fiscal year ended October 31,
2018



OR



| | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM                     
TO
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



Commission File Number: 001-37999

_________________________



REV Group, Inc.



(Exact name of Registrant as specified
in its Charter)

_________________________

|Delaware                                                                         | 26-3013415                         
|-------------------------------------------------------------------------------- | -----------------------------------
|( State or other jurisdiction of
        
        incorporation or organization) | (I.R.S. EmployerIdentification No.)
|111 East Kilbourn Avenue, Suite 2600
        
        Milwaukee, WI              | 53202                              
|(Address of principal executive offices)                                         | (Zip Code)                         



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

_________________________



Securities registered pursuant to Section 12(b) of the
Act: Common Stock, Par Value $0.001 Per Share; Common stock traded on the New York Stock Exchange



Securities registered pursuant to Section 12(g) of the
Act: None



Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. YES ☐
NO ☒



Indicate by check mark if the Registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒



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



Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files). YES ☒ NO ☐



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ☐



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



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



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



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



The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the New York Stock
Exchange on April 30, 2018, was $501,386,889. For purposes of this calculation, shares of common stock held by each executive officer
and director and by holders of more than 5% of the outstanding common stock have been excluded. However, the registrant has made
no determination that such individuals are “affiliates” within the meaning of Rule 405 under the Securities Act of
1933.



The number of shares of the Registrant’s Common Stock
outstanding as of December 16, 2018 was 62,683,808.



Portions of the Registrant’s
Definitive Proxy Statement relating to the Annual Meeting of Stockholders, held on March 6, 2019, are incorporated by reference
into Part III of this Report.


















Explanatory
Note



REV Group, Inc. (the “Company”)
is filing this Amendment No. 1 to Form 10-K (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal
year ended October 31, 2018 (the “Form 10-K”), originally filed with the Securities and Exchange Commission (the “Commission”)
on December 19, 2018.



This Amendment is being filed solely (i)
to correct an inadvertent typographical error in Item 9A that referred to October 31, 2017 instead of October 31, 2018 and (ii)
to include a portion of the text required in paragraph 4 of the Section 302 certifications that was inadvertently omitted from
Exhibits 31.1 and 31.2 in the original filing of the Form 10-K. As a result, this Amendment contains only the Cover Page to this
Form 10-K/A, this Explanatory Note, Item 9A, the Exhibit Index, the Signature Page and the revised certifications in Exhibits 31.1
and 31.2. Because no financial statements have been included in this Amendment, paragraph 3 of each of the Section 302 certifications
has been omitted.



Except as described above, this Amendment
does not alter or affect any other part or other information set forth in the original Form 10-K. This Amendment does not reflect
events that may have occurred subsequent to the filing of the original Form 10-K or modify or update in any way disclosures made
in the original Form 10-K. Accordingly, this Amendment should be read in conjunction with the original Form 10-K and the Company’s
other filings with the SEC. The filing of this Amendment is not an admission that the original Form 10-K, when filed, included
any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.









Item 9A. Controls and Procedures.



Evaluation of Disclosure Controls and
Procedures



In accordance with Rule 13a-15(b) of the
Exchange Act, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive
Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and
procedures (as defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2018, the end of the period
covered by this report. Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered
by this report to ensure that information required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission
(“SEC”) rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files
or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive
and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.



Management’s Report on Internal
Control Over Financial Reporting



The Company’s management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f)
of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally
accepted accounting principles.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness
to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.



The Company’s management conducted
an assessment of the effectiveness of our internal control over financial reporting as of October 31, 2018 using the criteria set
forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on its assessment, management believes that as of October 31, 2018, the Company’s internal control over
financial reporting is effective based on those criteria.



Our independent registered public accounting
firm, RSM US LLP, has issued an attestation report on our internal control over financial reporting. The report appears in “Item
8. Financial Statements and Supplementary Data.”



Changes in Internal Control over Financial
Reporting



No change in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during fiscal year 2018 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.









Exhibit Index



|Exhibit
        
        Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                             |  | Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the REV Group, Inc. Quarterly Report on Form 10-Q (file no. 001-37999), filed on March 7, 2017)                                                                                                                                                                                                                                                                           
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3.2                             |  | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 of the REV Group, Inc. Quarterly Report on Form 10-Q (file no. 001-37999), filed on March 7, 2017)                                                                                                                                                                                                                                                                                                 
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.1                            |  | Form of Amended and Restated Shareholders Agreement (Incorporated by reference to Exhibit 10.1 of Amendment No. 3 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on January 10, 2017)                                                                                                                                                                                                                                          
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.2                            |  | Revolving Credit and Guaranty Agreement, by and among the Company, as Borrower, certain subsidiaries of the Company, as Guarantor Subsidiaries, Ally Bank, as Administrative Agent and Ally Bank and BMO Harris Bank N.A., as Co-Collateral Agents, and certain other lenders and agents party thereto, dated April 25, 2017. (Incorporated by reference to Exhibit 10.1 of the REV Group, Inc. Current Report on Form 8-K (file no. 001-37999), filed on April 25, 2017)
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.3                            |  | Term Loan and Guaranty Agreement, by and among the Company, as Borrower, certain subsidiaries of the Company, as Guarantor Subsidiaries, Ally Bank, as Administrative Agent and Collateral Agent, and certain other lenders and agents party thereto, dated April 25, 2017. (Incorporated by reference to Exhibit 10.2 of the REV Group, Inc. Current Report on Form 8-K (file no. 001-37999), filed on April 25, 2017)                                                  
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.4                            |  | Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4 of the REV Group, Inc. registration statement on Form S-1 (file no. 333-214209), filed on October 24, 2016)                                                                                                                                                                                                                                                     
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.5                            |  | Form of Directors and Executive Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.5 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                                                                                                                                                                           
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.6                            |  | Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.6 of Amendment No. 3 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on January 10, 2017)                                                                                                                                                                                                                                                        
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.7                            |  | Form of Stock Option Award Agreement pursuant to the Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.7 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                                                                                                                          
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.8                            |  | Offer Letter, dated July 9, 2014, between American Industrial Partners and Timothy W. Sullivan (Incorporated by reference to Exhibit 10.8 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                                                                                                                                              
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.9                            |  | Offer Letter, dated December 21, 2015, between the Registrant and Dean Nolden (Incorporated by reference to Exhibit 10.9 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                                                                                                                                                               
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.10                           |  | Offer Letter, dated October 9, 2014, between Allied Specialty Vehicles and Marcus Berto (Incorporated by reference to Exhibit 10.10 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                                                                                                                                                    
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.11                           |  | Offer Letter, dated February 5, 2016, between the Registrant and Thomas B. Phillips (Incorporated by reference to Exhibit 10.11 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                                                                                                                                                        
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.12                           |  | Offer Letter, dated February 5, 2016, between the Registrant and Barbara H. Stephens (Incorporated by reference to Exhibit 10.12 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                                                                                                                                                       
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.13                           |  | Professional Services Agreement, dated October 10, 2016, between the Registrant and R. Eugene Goodson (Incorporated by reference to Exhibit 10.15 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                                                                                                                                      
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          







|10.14    |  | REV Group, Inc. Cash Incentive Plan (Incorporated by reference to Exhibit 10.16 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                                     
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                                                                                                                                                                       
|10.15    |  | REV Group, Inc. 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.17 of Amendment No. 2 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on December 23, 2016)                                                             
|         |  |                                                                                                                                                                                                                                                                                       
|10.16    |  | Form of Restricted Stock Unit Award Agreement under REV Group, Inc. 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.18 of Amendment No. 3 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on January 10, 2017)          
|         |  |                                                                                                                                                                                                                                                                                       
|10.17    |  | REV Group, Inc. Non-Employee Directors Compensation (Incorporated by reference to Exhibit 10.19 of Amendment No. 3 of the REV Group, Inc. registration statement on Form S-1/A (file no. 333-214209), filed on January 10, 2017)                                                      
|         |  |                                                                                                                                                                                                                                                                                       
|10.18**  |  | Consulting Agreement, dated June 25, 2018, between the Registrant and Pamela S. Krop                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                       
|10.19    |  | Change in Control Severance Agreement, dated March 1, 2018, by and between the Registrant and Marcus Berto (Incorporated by reference to Exhibit 10.1 of Amendment No. 1 of the REV Group, Inc. Quarterly Report on Form 10-Q (file no. 001-37999), filed on September 5, 2018)       
|         |  |                                                                                                                                                                                                                                                                                       
|10.20    |  | Change in Control Severance Agreement, dated March 1, 2018, by and between the Registrant and Pamela S. Krop (Incorporated by reference to Exhibit 10.2 of Amendment No. 1 of the REV Group, Inc. Quarterly Report on Form 10-Q (file no. 001-37999), filed on September 5, 2018)     
|10.21    |  | Change in Control Severance Agreement, dated March 1, 2018, by and between the Registrant and Dean J. Nolden (Incorporated by reference to Exhibit 10.3 of Amendment No. 1 of the REV Group, Inc. Quarterly Report on Form 10-Q (file no. 001-37999), filed on September 5, 2018)     
|10.22    |  | Change in Control Severance Agreement, dated March 1, 2018, by and between the Registrant and Barbara S. Stephens (Incorporated by reference to Exhibit 10.4 of Amendment No. 1 of the REV Group, Inc. Quarterly Report on Form 10-Q (file no. 001-37999), filed on September 5, 2018)
|10.23    |  | Change in Control Severance Agreement, dated March 1, 2018, by and between the Registrant and Timothy W. Sullivan (Incorporated by reference to Exhibit 10.5 of Amendment No. 1 of the REV Group, Inc. Quarterly Report on Form 10-Q (file no. 001-37999), filed on September 5, 2018)
|21.1**   |  | Subsidiaries of REV Group, Inc.                                                                                                                                                                                                                                                       
|         |  |                                                                                                                                                                                                                                                                                       
|23.1**   |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                                       
|31.1*    |  | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                               
|         |  |                                                                                                                                                                                                                                                                                       
|31.2*    |  | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                               
|         |  |                                                                                                                                                                                                                                                                                       
|32.1#    |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                
|         |  |                                                                                                                                                                                                                                                                                       
|32.2#    |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                
|         |  |                                                                                                                                                                                                                                                                                       
|101.INS# |  | XBRL Instance Document                                                                                                                                                                                                                                                                
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|101.SCH# |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                               
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|101.CAL# |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                 
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|101.DEF# |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                  
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|101.LAB# |  | XBRL Taxonomy Extension Label Linkbase Document       
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|101.PRE# |  | XBRL Taxonomy Extension Presentation Linkbase Document

____________________

| | * | Filed herewith.
| | - | ---------------



| | ** | Filed as an exhibit to the Company’s Annual Report on Form 10-K filed December
19, 2018.
| | -- | ----------------------------------------------------------------------------------------



| | # | Furnished as an exhibit to the Company’s Annual Report on Form 10-K filed December
19, 2018.
| | - | --------------------------------------------------------------------------------------------









Signatures



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



|                    | REV GROUP, INC. |                        
|------------------- | --------------- | -----------------------
|                    |                 |                        
|Date: April 4, 2019 | By:             | /s/ Dean J. Nolden     
|                    |                 | Dean J. Nolden         
|                    |                 | Chief Financial Officer