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Director at CNH Industrial (NYSE: CNH) nets shares from RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CNH Industrial N.V. director Karen Linehan reported routine equity compensation activity involving restricted share units. On May 11, 2026, 4,980 RSUs vested and were exercised into an equal number of common shares. The issuer withheld 68 common shares at $10.84 per share to cover Linehan’s tax liability tied to this vesting. After these transactions, Linehan directly holds 22,170 common shares, and the RSU award granted on May 15, 2025 is fully settled with no remaining derivative position.

Positive

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Negative

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Insider Linehan Karen
Role null
Type Security Shares Price Value
Exercise Restricted Share Units 4,980 $0.00 --
Exercise Common Shares 4,980 $0.00 --
Tax Withholding Common Shares 68 $10.84 $737.12
Holdings After Transaction: Restricted Share Units — 0 shares (Direct, null); Common Shares — 22,238 shares (Direct, null)
Footnotes (1)
  1. Restricted share units ("RSUs") convert into common shares on a one-for-one basis. Represents the number of shares withheld by the issuer to cover the reporting person's tax liability associated with the vesting of RSUs on May 11, 2026. On May 15, 2025, the Reporting Person was granted 4,980 RSUs, all of which vested on May 11, 2026.
RSUs vested 4,980 units Restricted share units granted May 15, 2025, vested May 11, 2026
Shares withheld for taxes 68 shares at $10.84 Common shares withheld to cover tax liability on RSU vesting
Shares held after transaction 22,170 common shares Direct holdings following May 11, 2026 RSU vesting and tax withholding
RSU conversion ratio 1:1 Each restricted share unit converts into one common share
Exercise/derivative transactions 1 transaction, 4,980 shares M-code exercise or conversion of derivative security on May 11, 2026
Tax-withholding transactions 1 transaction, 68 shares F-code payment of tax liability via share delivery on May 11, 2026
Restricted share units financial
"Restricted share units ("RSUs") convert into common shares on a one-for-one basis."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
RSUs financial
"On May 15, 2025, the Reporting Person was granted 4,980 RSUs, all of which vested on May 11, 2026."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
tax liability financial
"Represents the number of shares withheld by the issuer to cover the reporting person's tax liability associated with the vesting of RSUs on May 11, 2026."
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Linehan Karen

(Last)(First)(Middle)
C/O CNH INDUSTRIAL N.V.
CRANES FARM ROAD, BASILDON

(Street)
ESSEXUNITED KINGDOMSS14 3AD

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
CNH Industrial N.V. [ CNH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares05/11/2026M4,980A(1)22,238D
Common Shares05/11/2026F68(2)D$10.8422,170D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)05/11/2026M4,980 (3) (3)Common Shares4,980$00D
Explanation of Responses:
1. Restricted share units ("RSUs") convert into common shares on a one-for-one basis.
2. Represents the number of shares withheld by the issuer to cover the reporting person's tax liability associated with the vesting of RSUs on May 11, 2026.
3. On May 15, 2025, the Reporting Person was granted 4,980 RSUs, all of which vested on May 11, 2026.
/s/ Eric Mathison, attorney-in-fact05/12/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Karen Linehan report at CNH (CNH)?

Karen Linehan reported RSU vesting and related share movements. On May 11, 2026, 4,980 restricted share units converted into common shares, and 68 shares were withheld to satisfy tax obligations, leaving her with 22,170 common shares held directly.

How many CNH RSUs vested for Karen Linehan and when?

4,980 CNH restricted share units vested for Karen Linehan on May 11, 2026. These RSUs were originally granted on May 15, 2025 and convert into common shares on a one-for-one basis, resulting in 4,980 new common shares before tax withholding.

How were Karen Linehan’s CNH taxes paid on the RSU vesting?

Taxes were paid through share withholding by CNH Industrial. The company withheld 68 common shares, valued at $10.84 per share, to cover Linehan’s tax liability associated with the May 11, 2026 vesting of her 4,980 restricted share units.

How many CNH common shares does Karen Linehan own after these transactions?

Karen Linehan directly owns 22,170 CNH common shares after the transactions. This figure reflects the RSU conversion into common shares on May 11, 2026, net of the 68 shares withheld by the issuer to satisfy her related tax obligations.

Did Karen Linehan sell CNH shares on the open market?

The filing shows no open-market sale of CNH shares. The only disposition reported is an F-code transaction, where 68 common shares were withheld by the issuer solely to pay taxes on the RSU vesting, not sold in the market.

What happened to Karen Linehan’s CNH RSU award from May 15, 2025?

The May 15, 2025 RSU award has fully vested and converted. All 4,980 restricted share units from that grant vested on May 11, 2026 and were exchanged one-for-one into common shares, leaving no remaining RSU derivative position outstanding.