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CNH Industrial (NYSE: CNH) director logs RSU vesting and tax share withholding

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

Rhea-AI Filing Summary

CNH Industrial N.V. director Suzanne Heywood reported routine equity compensation activity involving restricted share units (RSUs). On May 4, 2026, 26,375 RSUs converted one-for-one into common shares, reflecting the vesting of an award originally granted on May 10, 2023. To cover related tax liability, 12,397 common shares were withheld by the issuer at an implied value of $10.62 per share, rather than sold in the open market. Following these transactions, Heywood directly holds 645,802 common shares and 74,025 RSUs from grants made in 2024 and 2025 that are scheduled to vest in future years.

Positive

  • None.

Negative

  • None.
Insider Heywood Suzanne
Role null
Type Security Shares Price Value
Exercise Restricted Share Units 26,375 $0.00 --
Exercise Common Shares 26,375 $0.00 --
Tax Withholding Common Shares 12,397 $10.62 $132K
Holdings After Transaction: Restricted Share Units — 74,025 shares (Direct, null); Common Shares — 645,802 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 Persons's tax liability associated with the vesting of RSUs on May 4, 2026. On May 10, 2023, the Reporting Person was granted 26,375 RSUs, all of which vested on May 4, 2026. On May 10, 2024, the Reporting Person was granted 38,310 RSUs vesting on May 10, 2027. On May 16, 2025, the Reporting Person was granted 35,715 RSUs vesting on May 10, 2028.
RSUs vested and converted 26,375 RSUs/common shares Grant from May 10, 2023 vested on May 4, 2026
Shares withheld for taxes 12,397 shares Withheld by issuer to cover tax liability on RSU vesting
Implied tax withholding price <money>$10.62</money> per share Value used for the 12,397 withheld CNH common shares
Common shares after transaction 645,802 shares Direct CNH common share holdings following Form 4 transactions
Outstanding RSUs after vesting 74,025 RSUs Remaining RSUs from 2024 and 2025 grants vesting in 2027 and 2028
2024 RSU grant 38,310 RSUs Granted May 10, 2024, vesting May 10, 2027
2025 RSU grant 35,715 RSUs Granted May 16, 2025, vesting May 10, 2028
Restricted share units ("RSUs") financial
"Restricted share units ("RSUs") convert into common shares on a one-for-one basis."
tax liability financial
"shares withheld by the issuer to cover the Reporting Persons's tax liability associated with the vesting"
derivative security financial
"transaction_code_description": "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.
non-derivative financial
"transaction_type": "non-derivative""
derivative financial
"transaction_type": "derivative""
A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.
Form 4 Insider Transactions: What Each Field Means →
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*
Heywood Suzanne
(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)
05/04/2026		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 Shares05/04/2026M26,375A(1)645,802D
Common Shares05/04/2026F12,397(2)D$10.62633,405D
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)05/04/2026M26,375 (3) (3)Common Shares26,375$074,025(3)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 withheld by the issuer to cover the Reporting Persons's tax liability associated with the vesting of RSUs on May 4, 2026.
3. On May 10, 2023, the Reporting Person was granted 26,375 RSUs, all of which vested on May 4, 2026. On May 10, 2024, the Reporting Person was granted 38,310 RSUs vesting on May 10, 2027. On May 16, 2025, the Reporting Person was granted 35,715 RSUs vesting on May 10, 2028.
/s/ Eric Mathison, attorney-in-fact05/05/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did CNH (CNH) director Suzanne Heywood report in this Form 4?

Suzanne Heywood reported the vesting of 26,375 restricted share units (RSUs) that converted into CNH common shares. A portion of these shares was withheld by CNH to satisfy tax obligations associated with the vesting event, a standard non‑market compensation transaction.

How many CNH RSUs vested and converted to shares for Suzanne Heywood?

A total of 26,375 RSUs granted on May 10, 2023 vested and converted into CNH common shares on May 4, 2026. RSUs convert one-for-one into common shares, so this vesting increased her share ownership before tax withholding adjustments.

How many CNH shares were withheld to cover Suzanne Heywood’s taxes?

CNH withheld 12,397 common shares from Suzanne Heywood to cover her tax liability tied to the RSU vesting. The withholding was valued at approximately $10.62 per share, functioning as a tax payment mechanism rather than an open‑market sale of shares.

How many CNH common shares does Suzanne Heywood hold after these transactions?

After the RSU vesting and associated tax withholding, Suzanne Heywood directly holds 645,802 CNH common shares. This reflects her updated equity position as a director following the non‑cash compensation event reported in the Form 4 filing.

What CNH RSU grants remain outstanding for Suzanne Heywood?

Suzanne Heywood has 74,025 RSUs outstanding after this vesting event. These consist of 38,310 RSUs granted on May 10, 2024 that vest on May 10, 2027, and 35,715 RSUs granted on May 16, 2025 that vest on May 10, 2028.

Was Suzanne Heywood’s CNH Form 4 transaction an open-market sale?

No, the disposition reported was a tax-withholding event, not an open-market sale. CNH withheld 12,397 shares to satisfy taxes on vested RSUs, a common administrative mechanism that does not involve selling shares to public market buyers.