What restricted share unit (RSU) grants does the CNH (CNH) CTO have outstanding?

Footnotes show several RSU grants for the CNH Industrial CTO: 11,096 RSUs vesting May 10, 2027, 11,523 vesting April 30, 2027, 39,247 vesting May 10, 2027, and 20,407 vesting May 10, 2028, in addition to already vested 8,500 RSUs.

CTO at CNH Industrial (NYSE: CNH) nets shares after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CNH Industrial N.V. Chief Technology Officer Jay Schroeder exercised equity awards and settled related taxes. On May 4, 2026, 8,500 restricted share units (RSUs) vested and converted into the same number of common shares on a one-for-one basis. To cover the resulting tax liability, 1,883 common shares were withheld by the issuer at a price of $10.62 per share, a non‑market, tax-withholding disposition rather than an open‑market sale.

After these transactions, Schroeder directly held 43,450.432 common shares and 82,273 RSUs. Footnotes show prior RSU grants on May 10, 2023 (8,500 RSUs, now fully vested), May 10, 2024 (11,096 RSUs vesting May 10, 2027), November 15, 2024 (11,523 RSUs vesting April 30, 2027), March 10, 2025 (39,247 RSUs vesting May 10, 2027), and May 16, 2025 (20,407 RSUs vesting May 10, 2028).

Insider Trade Summary

8,500 shares exercised/converted

Mixed 3 txns

Insider Schroeder Jay

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	8,500	$0.00	--
Exercise	Common Shares	8,500	$0.00	--
Tax Withholding	Common Shares	1,883	$10.62	$20K

Holdings After Transaction: Restricted Share Units — 82,273 shares (Direct, null); Common Shares — 43,450.432 shares (Direct, null)

Footnotes (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 8,500 RSUs, all of which vested on May 4, 2026. On May 10, 2024, the Reporting Person was granted 11,096 RSUs vesting on May 10, 2027. On November 15, 2024, the Reporting Person was granted 11,523 RSUs vesting on April 30, 2027. On March 10, 2025, the Reporting Person was granted 39,247 RSUs vesting on May 10, 2027. On May 16, 2025, the Reporting Person was granted 20,407 vesting on May 10, 2028.

Key Figures

Shares withheld for taxes: 1,883 shares at $10.62 RSUs vested and exercised: 8,500 RSUs Common shares held after transaction: 43,450.432 shares +5 more

8 metrics

Shares withheld for taxes 1,883 shares at $10.62 Tax withholding on RSU vesting May 4, 2026

RSUs vested and exercised 8,500 RSUs Converted one-for-one into common shares on May 4, 2026

Common shares held after transaction 43,450.432 shares Direct holdings after May 4, 2026 transactions

RSUs outstanding after transaction 82,273 RSUs Total remaining RSUs following May 4, 2026 vesting

RSU grant May 10, 2024 11,096 RSUs Vesting scheduled on May 10, 2027

RSU grant November 15, 2024 11,523 RSUs Vesting scheduled on April 30, 2027

RSU grant March 10, 2025 39,247 RSUs Vesting scheduled on May 10, 2027

RSU grant May 16, 2025 20,407 RSUs Vesting scheduled on May 10, 2028

Key Terms

Restricted share units ("RSUs"), tax liability, vested, derivative exercise/conversion, +1 more

5 terms

tax liability financial

"shares withheld by the issuer to cover the Reporting Persons's tax liability associated with the vesting of RSUs"

vested financial

"all of which vested on May 4, 2026"

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 06:26 PM

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^*

Schroeder Jay

(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 Technology 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/04/2026		M		8,500	A	⁽¹⁾	43,450.432	D
Common Shares	05/04/2026		F		1,883⁽²⁾	D	$10.62	41,567.432	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽¹⁾	05/04/2026		M			8,500	⁽³⁾	⁽³⁾	Common Shares	8,500	$0	82,273⁽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 8,500 RSUs, all of which vested on May 4, 2026. On May 10, 2024, the Reporting Person was granted 11,096 RSUs vesting on May 10, 2027. On November 15, 2024, the Reporting Person was granted 11,523 RSUs vesting on April 30, 2027. On March 10, 2025, the Reporting Person was granted 39,247 RSUs vesting on May 10, 2027. On May 16, 2025, the Reporting Person was granted 20,407 vesting 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CNH (CNH) report for Jay Schroeder?

CNH Industrial reported that CTO Jay Schroeder had 8,500 restricted share units vest and convert into common shares on May 4, 2026. The company withheld 1,883 shares at $10.62 per share to cover associated tax liabilities from this vesting event.

Did the CNH (CNH) CTO sell shares in the open market?

The filing shows no open-market sale by the CNH Industrial CTO. Instead, 1,883 shares were withheld by the company at $10.62 per share to satisfy tax liabilities tied to the vesting of 8,500 RSUs on May 4, 2026.

How many CNH Industrial (CNH) shares does the CTO hold after these transactions?

Following the May 4, 2026 transactions, CTO Jay Schroeder directly holds 43,450.432 CNH Industrial common shares. In addition, he holds 82,273 restricted share units that may convert into future shares as they vest on specified dates through 2028.

How do RSUs convert into shares for CNH Industrial (CNH) executives?

The filing states that CNH Industrial restricted share units convert into common shares on a one-for-one basis. When RSUs vest, the executive receives the same number of common shares, though some shares may be withheld by the company to cover related tax obligations.

What is the nature of the Form 4 transaction code F for CNH (CNH)?

Transaction code F in this CNH Industrial Form 4 reflects shares withheld to cover tax liability, not an open-market sale. Specifically, 1,883 shares were withheld from CTO Jay Schroeder at $10.62 per share when his 8,500 RSUs vested on May 4, 2026.