CNH Industrial (NYSE: CNH) insider gains RSU shares, withholds stock for taxes

Rhea-AI Filing Summary

CNH Industrial N.V. insider Gerrit A. Marx reported equity award activity involving restricted share units (RSUs) and common shares. On February 28, 2026, 494,012 RSUs were exercised and converted into an equal number of common shares at a stated price of $0.0000 per share. These RSUs stem from a grant made on August 10, 2024, where 695,608 units vested earlier and 494,012 vested on this date. Following this conversion, Marx directly owned 869,148 common shares. On March 2, 2026, the issuer withheld 207,239 common shares at $12.1150 per share to cover Marx’s tax liability related to the vesting, a tax-withholding disposition rather than an open-market sale, leaving him with 661,909 common shares held directly.

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

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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^*

Marx Gerrit A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		M		494,012	A	(1)	869,148	D
Common Shares	03/02/2026		F		207,239(2)	D	$12.115	661,909	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)	02/28/2026		M			494,012	(3)	(3)	Common Shares	494,012	$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 February 28, 2026.

3. On August 10, 2024, the Reporting Person was granted 1,189,620 RSUs, 695,608 of which vested on February 28, 2025 and 494,012 of which vested on February 28, 2026.

Remarks:

Director and Chief Executive Officer See Exhibit 24 - Power of Attorney

	/s/ Eric Mathison, attorney-in-fact	03/03/2026
	** 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).
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FAQ

What insider transactions did Gerrit A. Marx report at CNH (Form 4)?

Gerrit A. Marx reported RSU vesting and related share withholding. 494,012 RSUs converted into common shares on February 28, 2026, and 207,239 shares were withheld on March 2, 2026 to cover tax obligations tied to that vesting.

How many CNH shares did Gerrit A. Marx acquire from RSU vesting?

Marx acquired 494,012 common shares through the conversion of an equal number of restricted share units on February 28, 2026. The RSUs convert into common shares on a one-for-one basis, reflecting previously granted equity awards that vested on that date.

Why were 207,239 CNH common shares disposed of in this Form 4?

The 207,239 common shares reported as a disposition were withheld by CNH Industrial N.V. to satisfy Gerrit A. Marx’s tax liability from RSU vesting. This is a tax-withholding disposition, not an open-market sale by the insider to third-party buyers.

What RSU grant underlies the reported CNH transactions for Gerrit A. Marx?

The transactions relate to a grant of 1,189,620 RSUs awarded on August 10, 2024. Of these, 695,608 RSUs vested on February 28, 2025 and 494,012 RSUs vested on February 28, 2026, triggering the latest share conversion.

How many CNH common shares does Gerrit A. Marx hold after these transactions?

After the RSU conversion and subsequent tax-withholding share disposition, Gerrit A. Marx directly holds 661,909 common shares of CNH Industrial N.V. This figure reflects his reported direct ownership immediately following the March 2, 2026 tax-related withholding transaction.

Do the RSUs in the CNH filing convert into common shares one-for-one?

Yes. The footnotes state that restricted share units convert into common shares on a one-for-one basis. Accordingly, 494,012 RSUs converted into 494,012 CNH common shares when they vested on February 28, 2026 as part of Marx’s equity compensation.