CNH Industrial (NYSE: CNH) HR chief sells shares to cover taxes

Rhea-AI Filing Summary

CNH Industrial N.V. Chief Human Resources Officer Francesco Tutino exercised restricted share units and sold shares in a compensation-related transaction. On May 4, 2026, RSUs converting one-for-one into common shares were exercised for 105,371 common shares at a conversion price of $0.0000 per share.

On the same date he sold 48,385 common shares at an average price of $10.1289 per share, with the sale specifically described as covering tax withholding obligations from the RSU vesting, rather than a discretionary open-market sale. Following these transactions, he held 71,926 common shares directly.

Footnotes explain that a prior grant of 161,820 RSUs included tranches that vested on August 5, 2025 and May 4, 2026, with a remaining tranche of 29,238 RSUs scheduled to vest on May 10, 2028.

Insider Trade Summary

Net Seller: 48,385 shares ($490,087)

Net Sell 3 txns

Insider Tutino Francesco Vincenzo Maria

Role Chief Human Resources Officer

Sold 48,385 shs ($490K)

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	105,371	$0.00	--
Exercise	Common Shares	105,371	$0.00	--
Sale	Common Shares	48,385	$10.1289	$490K

Holdings After Transaction: Restricted Share Units — 29,238 shares (Direct, null); Common Shares — 120,311 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 sold by the reporting person to cover tax withholding obligations in connection with the vesting of RSUs. 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 vested on May 4, 2026 and 29,238 of which vest on May 10, 2028.

Key Figures

Shares sold: 48,385 shares at $10.1289 RSUs exercised: 105,371 shares Shares held after: 71,926 shares +3 more

6 metrics

Shares sold 48,385 shares at $10.1289 Open-market sale on May 4, 2026 to cover tax withholding

RSUs exercised 105,371 shares RSUs converted into common shares on May 4, 2026

Shares held after 71,926 shares Direct common share holdings following the transactions

RSU grant size 161,820 RSUs Grant made on May 16, 2025 to the reporting person

RSUs vested Aug 2025 27,211 RSUs Portion of the May 16, 2025 grant vesting on August 5, 2025

RSUs vesting May 2028 29,238 RSUs Remaining tranche scheduled to vest on May 10, 2028

Key Terms

Restricted share units, RSUs, tax withholding obligations, derivative security, +1 more

5 terms

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 16, 2025, the reporting person was granted 161,820 restricted share units, 27,211 of which vested..."

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 withholding obligations financial

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

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.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Tutino Francesco Vincenzo Maria

(Last) (First) (Middle)

C/O CNH INDUSTRIAL N.V.

CRANES FARM ROAD, BASILDON

(Street)

ESSEX UNITED KINGDOM SS14 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/04/2026		M		105,371	A	(1)	120,311	D
Common Shares	05/04/2026		S		48,385(2)	D	$10.1289	71,926	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)	05/04/2026		M			105,371	(3)	(3)	Common Shares	105,371	$0	29,238(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 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 vested on May 4, 2026 and 29,238 of which vest on May 10, 2028.

	/s/ Eric Mathison, attorney-in-fact	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did CNH (CNH) report for Francesco Tutino?

CNH reported that Chief Human Resources Officer Francesco Tutino exercised 105,371 restricted share units into common shares, then sold 48,385 common shares. The sale was explicitly described as covering tax withholding obligations related to the RSU vesting, not as a discretionary open-market liquidation.

How many CNH (CNH) shares did the executive sell and at what price?

Francesco Tutino sold 48,385 CNH Industrial common shares at an average price of $10.1289 per share. Footnotes state these shares were sold to cover tax withholding obligations arising from the vesting of restricted share units, rather than a typical open-market portfolio adjustment.

How many CNH (CNH) shares does the executive hold after the Form 4 transactions?

After the reported transactions, Francesco Tutino directly holds 71,926 CNH Industrial common shares. This figure reflects the net position following the exercise of 105,371 restricted share units into common shares and the sale of 48,385 shares to satisfy related tax withholding obligations.

What restricted share unit grants are disclosed for the CNH (CNH) executive?

Footnotes show that on May 16, 2025, Francesco Tutino received 161,820 restricted share units. Of these, 27,211 vested on August 5, 2025, 105,371 vested on May 4, 2026, and a remaining 29,238 RSUs are scheduled to vest on May 10, 2028, subject to plan terms.

Do CNH (CNH) restricted share units convert into common shares one-for-one?

Yes. The filing states that restricted share units, or RSUs, convert into CNH Industrial common shares on a one-for-one basis. This means each vested RSU delivers one common share, which can then be held or sold, as shown in the reported transactions.