CNH Industrial to sell 70% construction stake
CNH expects to retain a 30% joint-venture stake and use net cash proceeds to reduce debt and strengthen its balance sheet.
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Rhea-AI Filing Summary
CNH Industrial N.V. agreed to sell 70% interests in newly formed UK and U.S. entities that will collectively hold its Construction Equipment business to Kobelco Construction Machinery Co., Ltd. and Kobelco Construction Machinery Investment U.S.A. LLC. CNH expects to receive $700 million in cash, equal to 70% of the agreed $1 billion enterprise value, subject to adjustments for cash, indebtedness and net working capital, less certain transaction expenses, and a customary post-closing adjustment.
CNH expects to retain a 30% equity ownership position in the joint venture and use net cash proceeds to reduce debt and strengthen its balance sheet. Immediately after closing, CNH’s Indian construction equipment subsidiary is to be sold to the UK entity under separate share purchase agreements. Each party will be subject to a three-year lock-up period.
Closing is expected by the end of 2027, subject to required regulatory approvals and other conditions, including completion of the pre-closing reorganization, delivery of certain audited combined financial statements and third-party consents. The agreement allows termination if closing does not occur on or before March 30, 2028, subject to two automatic 90-day extensions if only regulatory conditions remain unsatisfied.
Filing Explained
CNH retains its agriculture brands and CNH Capital, while Kobelco would hold the majority stake in the construction venture.
CNH has signed, but not closed, an agreement to sell
CNH says its Case IH, New Holland, STEYR and CNH Tech brands, including Raven, and CNH Capital will remain with the company, while the venture is to supply construction equipment to CNH agriculture dealers.
8-K Event Classification
Key Figures
Key Terms
enterprise value financial
net working capital financial
Pre-Closing Reorganization technical
Hart-Scott-Rodino Antitrust Improvements Act regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much cash does CNH expect to receive for the construction equipment business?
When is the CNH-Kobelco transaction expected to close?
What regulatory approvals are required for the CNH-Kobelco transaction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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+44
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934(§240.12b-2 of this chapter).
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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 9, 2026, CNH Industrial N.V. (“CNH” or the “Company”) and CNH Industrial America LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “U.S. Seller” and, together with the Company, the “Sellers”), entered into a Transaction Agreement (the “Transaction Agreement”) with Kobelco Construction Machinery Co., Ltd., a Japanese corporation (the “Purchaser”), Kobelco Construction Machinery Investment U.S.A. LLC, a Delaware limited liability company (“U.S. Purchaser” and, together with the Purchaser, the “Purchasers”) and Kobe Steel, Ltd., a Japanese corporation and the ultimate parent of the Purchaser and U.S. Purchaser (the “Guarantor”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Purchaser will acquire a 70% interest in a newly formed UK entity and U.S. Purchaser will acquire a 70% interest in a newly formed Delaware entity, which two entities will collectively hold the Company’s Construction Equipment business (the “Business”).
Prior to the closing of the transactions contemplated by the Transaction Agreement (the “Closing”), the Company will complete an internal reorganization pursuant to which (i) the assets, liabilities and entities of the Business primarily related to the United States will be transferred to Case Construction U.S. LLC, a Delaware limited liability company wholly owned by the U.S. Seller (“CE U.S. JV”), subject to certain exceptions, and (ii) the remaining assets, liabilities and entities of the Business will be transferred to Case Construction UK Limited, a company incorporated and tax resident in the United Kingdom, wholly owned by the Company (“CE JV” and, together with CE U.S. JV, the “Companies”) (the “Pre-Closing Reorganization”). At the Closing, the Company will sell to the Purchaser 70% of the equity interests of CE JV and the U.S. Seller will sell to the U.S. Purchaser 70% of the equity interests of CE U.S. JV. The Company will retain the remaining 30% interest in CE JV and the U.S. Seller will retain the remaining 30% interest in CE U.S. JV. In addition, immediately following the Closing, the Company’s Indian construction equipment subsidiary (the “India Subsidiary”) will be sold to CE JV pursuant to separate share purchase agreements (collectively, the “India SPA”). The aggregate consideration payable by the Purchaser and the U.S. Purchaser will be $700 million in cash, equal to 70% of an agreed enterprise value of the Companies of $1 billion, as adjusted for cash, indebtedness and net working capital as of a specified time prior to the Closing, less certain transaction expenses, and is subject to a customary post-Closing adjustment (the “Purchase Price”).
The Transaction Agreement contains customary representations, warranties and covenants of each of the Sellers and the Purchasers, including, among others, covenants of the Sellers to conduct the Business in the ordinary course consistent with past practice prior to the Closing, to complete the Pre-Closing Reorganization in all material respects and to deliver certain audited combined financial statements of the Business, and covenants of the Purchasers relating to, among other things, tax matters, and access to information. The representations and warranties of the parties will not survive the Closing (or, with respect to the representations and warranties relating to the India Subsidiary, the closing under the India SPA). Subject to customary limitations, the parties have agreed to use reasonable best efforts to cause the transaction to be consummated and to obtain required regulatory approvals.
Consummation of the transaction is subject to the satisfaction or waiver of certain conditions, including (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other specified merger control and foreign investment approvals, (ii) the absence of any law or order prohibiting the transaction, (iii) the completion of the Pre-Closing Reorganization in all material respects, (iv) the delivery of certain audited combined financial statements of the Business, (v) the delivery of certain agreements, instruments and documents and the completion of certain actions relating to the Company’s Indian subsidiary, (vi) the receipt of certain third-party consents, (vii) the absence of a material adverse effect on the Business occurring and continuing as of the closing and (viii) the accuracy of each party’s representations and warranties and the performance of its covenants, in each case subject to specified materiality standards. The transaction is expected to close by the end of 2027, subject to the satisfaction or waiver of the closing conditions.
The Transaction Agreement contains certain termination rights, including, among others, for either party (i) if the Closing does not occur on or before March 30, 2028 (subject to automatic extension by two successive 90-day periods if only regulatory conditions remain unsatisfied), (ii) if the other party breaches its representations, warranties or covenants such that a closing condition would fail to be satisfied, subject to a cure period, (iii) if a final, non-appealable order or law permanently prohibits the transaction, or (iv) upon mutual agreement.
Pursuant to the Transaction Agreement, the Guarantor has guaranteed the payment and performance of the Purchasers’ obligations under the Transaction Agreement and the India SPA, including payment of the Purchase Price.
The Transaction Agreement provides that, at the Closing, the Company or its affiliates and the Companies will enter into certain ancillary agreements to support the separation and continued operation of the Business, including a transition services agreement.
The foregoing description of the Transaction Agreement and the transactions contemplated thereby is a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Transaction Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On November 9, 2026, the Company issued a press release announcing entry into the Transaction Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements relating to the expected timing of the Closing, the satisfaction of the conditions to the Closing, the completion of the Pre-Closing Reorganization, the expected cash consideration to the Company, the expected benefits of the transaction and the Company’s retained interest in the Companies. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things: risks related to the effect of the announcement of the Transaction on the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company does business and on the Company’s operating results and business generally; the possible diversion of management’s time and attention from ongoing business operations and opportunities; the ability of the parties to consummate the Transaction on a timely basis, in the expected timeframe or at all; the satisfaction of the conditions precedent to consummation of the Transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Transaction; the ability to successfully run the future joint venture; the costs, fees, expenses and charges related to the Transaction; the effect of contractual adjustments to the consideration to be received by the Company; risks related to the Pre-Closing Reorganization and the separation of the Business; the expected future performance of the Companies and the value of the Company’s retained interests, including the effects of dilution and of transfer restrictions during the lock-up period; the length of time the Company remains a stockholder in the Companies and the level of its future ownership; the effect of early release from the lock-up; the Company’s limited ability to control CE JV as a minority owner; the effect of any legal proceedings related to the Transaction; general economic conditions and conditions in the markets in which the Company operates; and other risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 2.1* | Transaction Agreement, dated as of November 9, 2026, by and among CNH Industrial N.V., CNH Industrial America LLC, Kobelco Construction Machinery Co., Ltd., Kobelco Construction Machinery Investment U.S.A. LLC and Kobe Steel, Ltd. | |
| Exhibit 99.1 | Press release dated November 9, 2026 issued by CNH Industrial N.V. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company undertakes to furnish supplementally an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon its request. Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request. |
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.
| CNH INDUSTRIAL N.V. | ||
| By: | /s/ Britton Worthen | |
| Name: | Britton Worthen | |
| Title: | Chief Legal and Compliance Officer | |
Date: November 9, 2026
Exhibit 99.1
PRESS RELEASE
CNH Announces Agreement to Form a Joint Venture by Selling a 70% Interest in its Construction
Equipment Business to Kobelco Construction Machinery
| • | Transforms CNH into a leading, pure-play agriculture equipment, technology, and services company with a strengthened financial profile |
| • | Creates joint venture that operates as a global manufacturer of construction equipment, with an enhanced ability to invest and innovate to better serve customers |
| • | Transaction values CNH’s Construction Equipment business at an enterprise value of $1 billion; CNH to receive cash and 30% ownership in the joint venture; transaction expected to be accretive to CNH margins |
Basildon, UK – November 9, 2026 – CNH Industrial N.V. (NYSE: CNH) today announced a definitive agreement with Kobelco Construction Machinery Co., Ltd., a wholly owned subsidiary of Kobe Steel, Ltd. (collectively, “Kobelco”), to establish a joint venture that will operate CNH’s Construction Equipment business (“CE JV”). Kobelco will be the majority owner of the CE JV. The transaction continues CNH’s transformation into a leading, pure-play agriculture equipment, technology, and services company with a strengthened financial profile and gives it enhanced capacity to invest in products, precision technology, and its global dealer network.
“This transaction significantly advances CNH’s portfolio simplification and sharpens our focus on agriculture in line with our Path to 2030,” said Suzanne Heywood, Chair of the CNH Board of Directors. “As the largest pure-play agriculture machinery OEM, CNH will be better positioned than ever to invest with conviction and create value for farmers, dealers, and shareholders at every point in the cycle.”
“We are confident that this is the right next step for CNH, our dealers, customers, and colleagues,” said Gerrit Marx, Chief Executive Officer of CNH. “As the agriculture industry moves toward recovery, this transaction strengthens CNH’s ability to invest in the products and technologies that matter most to farmers. At the same time, by creating a stronger construction equipment player, both CNH and CE JV dealers, along with their customers, will benefit from a suite of high-quality, cost-competitive construction machines that incorporate leading technology.”
Marx continued, “We undertook a comprehensive process to evaluate how best to position our Construction Equipment business, and it was clear that Kobelco is the right long-term steward, and that our joint venture approach will ensure a smooth transition for the business and our team members who support it. The CE JV will be a leader with the scale, focus, and agility to invest, accelerate innovation, and better serve global construction customers.”
At closing, CNH will continue to provide full-line agriculture applications through the Case IH, New Holland, STEYR, and CNH Tech brands, including the Raven precision technology platform. CNH agriculture dealers will have continued access to a suite of competitive construction equipment machines supplied by the CE JV. CNH Capital will remain part of CNH. The transaction is expected to be accretive to CNH’s margins.
This transaction marks the next step in CNH’s multi-year strategic transformation journey to sharpen its technology-led focus on agriculture, which began with the acquisition of Raven Industries in 2021 and the separation of the on-highway commercial vehicles business through the spin-off of Iveco Group in 2022. This transaction now enables CNH to deploy its resources entirely to the products and technologies that matter most to farmers.
Creating a Stronger Construction Equipment Player in the CE JV
This transaction brings together CNH’s Construction Equipment business’ strong brands, broad product portfolio, global sales and service network, and strong customer base with Kobelco’s technological capabilities and product strengths in hydraulic excavators and cranes, and construction DX (digital transformation) solutions including K-DIVE® remote operation technology. The complementary geographic footprints of CNH’s Construction Equipment business and Kobelco will establish a stronger global platform for continued growth.
Humayun Chishti, President of CNH’s Construction segment, said, “This is a tremendous opportunity for our team, our dealers, and our customers. We are adapting to changing dynamics in the construction sector and a greater pace of innovation. Kobelco is the ideal partner — a global excavator and crane specialist with leading technology, including K-DIVE® remote operation technology. Together as the CE JV, we will deliver a complementary portfolio built for long-term growth, and benefit from a stronger platform to do what we do best — build exceptional machines and deliver outstanding support to the people who rely on them every day.” Chishti is expected to continue leading the business as CEO following closing.
The CE JV will offer a comprehensive portfolio spanning a broad range of earthmoving, lifting, and compaction applications across the heavy and compact segments — including excavators, loaders, graders and dozers, compact track loaders, skid steer loaders, and tractor loader backhoes — currently sold under the CASE Construction, Eurocomach, and New Holland Construction brands. The CE JV’s products will continue to be supported by the high-quality service and support available worldwide to customers today, through the same channels. CNH Capital will continue to support the CE JV’s customers and dealers with a full range of retail financing, leases, rental programs, and insurance products.
Transaction Details
The transaction values CNH’s Construction Equipment business at an enterprise value of $1 billion. CNH expects to receive $700 million in cash consideration for 70% of the business, subject to adjustments for net debt, working capital, and other customary items. CNH expects to use these net cash proceeds to reduce debt and strengthen its balance sheet. CNH will retain a 30% equity ownership position in the CE JV. Each party will be subject to a three-year lock-up period. To provide continuity and facilitate a smooth business transition, CNH will continue to remain a strategic partner to the CE JV.
The joint venture will be established through the creation of two companies that will jointly operate as the CE JV.
The transaction is expected to close by the end of 2027, subject to regulatory approvals and other customary closing conditions.
Kobelco issued a separate press release in connection with this announcement. CNH will also report its 2026 third quarter earnings results in a separate announcement later today, available at https://investors.cnh.com.
Advisors
BofA Securities and Goldman Sachs & Co. LLC are acting as financial advisors to CNH. Pillsbury Winthrop Shaw Pittman LLP is acting as legal advisor to CNH. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. is acting as financial advisor to Kobelco Construction Machinery, and White & Case LLP is acting as legal advisor to Kobelco Construction Machinery.
Conference Call and Webcast
CNH will host a conference call and live webcast today at 9:00 am ET to discuss its 2026 third quarter earnings results and the transaction. The webcast, along with related presentation materials, will be available on the Investor Relations section of CNH’s website at investors.cnh.com. A recording of the conference call will be available later at investors.cnh.com.
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About CNH
CNH (NYSE: CNH) serves and advances the people who feed and build a growing world.
We are an iron-and-tech company, engineering intelligence, automation, and precision into the machines that move the global economy. Our equipment operates in more than 160 geographies, supported by a global team of more than 34,000 people, including engineers, technologists, and industry experts.
Our brands — Case IH, New Holland, STEYR, CNH Tech (including the Raven precision technology platform), and CNH Capital — together generated $18.1B in revenue in 2025.
Building on a legacy of innovation dating back to 1842, CNH has achieved multiple milestones including the first mass-produced tractor, the first twin-rotor combine, and the first factory-integrated precision farming system. Today, we are engineering autonomous and predictive machines that will shape the future of food and infrastructure.
Contacts
Media: Sara Granack +1 847 393 3604 – mediarelations@cnh.com
Investor Relations: Jason Omerza +1 630 740 8079 – investor.relations@cnh.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements relating to the proposed transaction; the expected timing of the closing of the transaction; the satisfaction of the conditions to closing; the expected cash consideration to CNH and the expected use of the net cash proceeds; the expected effect of the transaction on CNH’s margins and financial profile; CNH’s strategy and portfolio transformation; the expected benefits of the transaction to CNH, CE JV and their respective dealers, customers and suppliers; the expected leadership of CE JV; the anticipated commercial relationships between CNH and CE JV; and the expected future performance of CE JV and CNH’s retained interest in CE JV. Forward-looking statements are based on current expectations and assumptions and are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond CNH’s control. Factors that could cause actual results to differ materially from current expectations include, among other things: risks related to the effect of the announcement or pendency of the transaction on CNH’s relationships with dealers, customers, suppliers and others with whom CNH does business, its ability to retain and hire key personnel and its
operating results and business generally; the possible diversion of management’s time and attention from ongoing business operations and opportunities; the ability of the parties to consummate the transaction on a timely basis, in the expected timeframe or at all; the satisfaction or waiver of the conditions precedent to consummation of the transaction, including the ability to obtain regulatory approvals, on the terms expected, at all or in a timely manner; the occurrence of any event, change or other circumstance that could give rise to a right to terminate the transaction; the ability to successfully run the future joint venture; the costs, fees, expenses and charges related to the transaction; the effect of contractual adjustments, including for net debt and working capital, to the consideration to be received by CNH; CNH’s ability to use the net cash proceeds as currently anticipated, including to reduce debt; CNH’s ability to realize the anticipated benefits of the transaction, including to its operating results and financial profile, and to successfully execute its agriculture-focused strategy; risks related to the internal reorganization and separation of the Construction Equipment business; the expected future performance of CE JV and the value of CNH’s retained interest, including the effects of dilution and of transfer restrictions during the lock-up period; the length of time CNH remains a stockholder of CE JV and the level of future ownership; the effect of early release from the lock-up; CNH’s limited ability to control CE JV as a minority owner; the ability of CE JV to supply construction equipment to CNH’s agriculture dealers and the terms thereof; the effect of any legal proceedings related to the transaction; general economic conditions and conditions in the agriculture and construction markets in which CNH operates and CE JV will operate; and other risks described in CNH’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. CNH undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.