CNH Insider Filing: 161,820 RSUs Awarded; Tax Sale of 12,271 Shares at $12.5254

Rhea-AI Filing Summary

Francesco Vincenzo Maria Tutino, Chief Human Resources Officer of CNH Industrial N.V. (CNH), received a grant of 161,820 restricted share units (RSUs) on 05/16/2025 that convert one-for-one into common shares. Of those RSUs, 27,211 vested on 08/05/2025 and were converted into common shares. To cover tax withholding on the vesting, the reporting person sold 12,271 shares on 08/06/2025 at $12.5254, leaving 14,940 common shares beneficially owned and 134,609 RSUs remaining unvested according to the filing. The Form 4 was signed by an attorney-in-fact on 09/19/2025 and notes it was filed late due to administrative delays in obtaining EDGAR codes.

Positive

• Substantial RSU grant of 161,820 awarded on 05/16/2025, indicating executive alignment with shareholder value
• Multi-year vesting schedule (vests through 2028) supports retention and long-term incentive alignment
• Partial conversion to common shares on 08/05/2025 shows actual equity ownership rather than solely paper awards

Negative

• Form 4 filed late due to administrative delays in obtaining EDGAR codes, a compliance lapse
• Sale of 12,271 shares on 08/06/2025 reduced immediate common share ownership to 14,940 (though sale was tax-related)

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and small tax-driven sale; filing was late due to administrative issues.

The reported transactions reflect a standard equity compensation cycle: a sizeable RSU grant followed by partial vesting and a tax-related sale of vested shares. The retained position of 14,940 common shares plus 134,609 unvested RSUs maintains alignment of the CHRO with shareholder interests. The late filing is an administrative compliance issue but the disclosure explains the reason. There is no indication of unusual timing or opportunistic trading in the data provided.

Compensation Analyst

TL;DR: Material grant size signals meaningful compensation linkage to equity; vesting schedule spans through 2028.

The 161,820 RSU grant awarded on 05/16/2025 is material at an individual executive level and vests in tranches: 27,211 on 08/05/2025, 105,371 on 04/30/2026, and 29,238 on 05/10/2028. The immediate sale of 12,271 shares to cover taxes is common practice and does not change overall compensation economics. From a pay-for-performance perspective, the multi-year vesting schedule supports retention and ongoing alignment with company performance.

SEC Form 4

FORM 4

UNITED 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

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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^*

Tutino Francesco Vincenzo Maria

(Last) (First) (Middle)

C/O CNH INDUSTRIAL N.V.

CRANES FARM ROAD, BASILDON

(Street)

ESSEX X0 SS14 3AD

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CNH Industrial N.V. [ CNH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	08/05/2025		M		27,211	A	(1)	27,211	D
Common Shares	08/06/2025		S		12,271(2)	D	$12.5254	14,940	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	05/16/2025		A		161,820		(3)	(3)	Common Shares	161,820	$0	161,820	D
Restricted Share Units	(1)	08/05/2025		M		27,211		(3)	(3)	Common Shares	27,211	$0	134,609	D

Explanation of Responses:

1. Restricted share units ("RSUs") convert into common shares on a one-for-one basis.

2. Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of RSUs.

3. On May 16, 2025, the reporting person was granted 161,820 restricted share units, 27,211 of which vested on August 5, 2025, 105,371 of which vest on April 30, 2026 and 29,238 of which vest on May 10, 2028.

Remarks:

See Exhibit 24 - Power of Attorney. This Form 4 is being filed late due to administrative delays in obtaining the reporting person's EDGAR codes

	/s/ Eric Mathison, attorney-in-fact	09/19/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transactions did CNH executive Francesco Tutino report on Form 4 (CNH)?

He was granted 161,820 RSUs on 05/16/2025, 27,211 vested and converted on 08/05/2025, and he sold 12,271 shares on 08/06/2025 at $12.5254.

How many RSUs remain unvested for Francesco Tutino after the reported transactions?

134,609 RSUs remain unvested according to the Form 4.

How many common shares does Francesco Tutino beneficially own after these transactions?

14,940 common shares were reported as beneficially owned following the sale on 08/06/2025.

Why were shares sold on 08/06/2025 and at what price?

The Form 4 states 12,271 shares were sold to cover tax withholding obligations; the sale price was $12.5254 per share.

Was the Form 4 filed on time?

No; the filing notes it was filed late due to administrative delays obtaining the reporting person’s EDGAR codes.