CNH director’s RSUs vest; shares withheld for taxes

CNH Industrial N.V. director Richard J. Kramer reported routine equity compensation activity involving restricted share units.

Rhea-AI Filing Summary

CNH Industrial N.V. director Richard J. Kramer reported routine equity compensation activity involving restricted share units. On May 11, 2026, 4,980 restricted share units vested and were converted into an equal number of common shares on a one-for-one basis. In connection with this vesting, 93 common shares were withheld by the company at $10.84 per share to cover his tax liability, a non-market "F" code tax-withholding disposition. The filing shows no open-market purchases or sales, only the vesting and conversion of RSUs into common shares and the associated tax withholding.

Insider Trade Summary

4,980 shares exercised/converted

Exercise 3 txns

Insider KRAMER RICHARD J

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	4,980	$0.00	$0.00
Exercise	Common Shares	4,980	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	93	$10.84	$1K

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Common Shares — 10,178 shares (Direct)

Footnotes (3)

1. F1. Restricted share units ("RSUs") convert into common shares on a one-for-one basis.
2. F2. 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. F3. On May 15, 2025, the Reporting Person was granted 4,980 RSUs, all of which vested on May 11, 2026.

Key Figures

RSUs vested: 4,980 units Shares withheld for taxes: 93 shares Withholding price: $10.84 per share

3 metrics

RSUs vested 4,980 units Restricted share units converting one-for-one into common shares on May 11, 2026

Shares withheld for taxes 93 shares Common shares withheld to cover tax liability on RSU vesting

Withholding price $10.84 per share Value used for the 93 shares withheld for tax obligations

Key Terms

Restricted share units, tax liability, derivative security

3 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.

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

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did CNH (CNH) director Richard J. Kramer report?

Richard J. Kramer reported vesting of 4,980 restricted share units that converted into common shares and a related withholding of 93 shares for taxes. These were compensation and tax events, not open-market trades, so they mainly adjust his equity-based pay position.

Were Richard J. Kramer’s CNH (CNH) transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They reflect RSU vesting (code M) and a tax-withholding disposition (code F), where 93 shares were surrendered to cover taxes on 4,980 vested units rather than being traded in the market.

How many CNH (CNH) restricted share units vested for Richard J. Kramer?

A total of 4,980 restricted share units vested for Richard J. Kramer. According to the filing, these RSUs convert into common shares on a one-for-one basis, so 4,980 common shares were issued to him as part of his equity compensation package.

Why were 93 CNH (CNH) shares withheld from Richard J. Kramer?

CNH Industrial withheld 93 common shares from Richard J. Kramer to cover his tax liability from the RSU vesting. The filing lists this as a code F transaction at $10.84 per share, meaning the company retained those shares instead of him selling stock in the market.

What do the transaction codes M and F mean in the CNH (CNH) Form 4?

In this Form 4, code M represents the exercise or conversion of a derivative security, here RSUs converting into common shares. Code F represents shares withheld to pay taxes or the exercise price, so 93 shares were used to satisfy Kramer’s tax obligations on the vesting.

When were Richard J. Kramer’s CNH (CNH) RSUs granted and when did they vest?

The filing notes that 4,980 RSUs were granted to Richard J. Kramer on May 15, 2025. All 4,980 RSUs vested on May 11, 2026, at which point they converted into an equal number of CNH Industrial common shares under the company’s equity compensation plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 05:13 PM Learn about SEC filing dates

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^*

KRAMER RICHARD J

(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)

X	Director		10% 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)

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	05/11/2026		M		4,980	A	(1)	10,271	D
Common Shares	05/11/2026		F		93(2)	D	$10.84	10,178	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)	05/11/2026		M			4,980	(3)	(3)	Common Shares	4,980	$0	0	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 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-fact	05/12/2026
	** 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)