CNH Industrial exec exercises 5,200 RSUs

Accepted by SEC EDGAR 05/05/2026 - 06:17 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

CNH Industrial N.V. President, Construction Humayun Chishti exercised 5,200 restricted share units (RSUs) into common shares on May 4, 2026. RSUs convert into common shares on a one-for-one basis. Of the vested shares, 1,524 common shares were withheld by the company to cover his tax liability.

After these transactions, Chishti directly holds 8,682 common shares and 28,939 RSUs. The RSUs exercised on May 4, 2026 were granted on May 10, 2023 as part of his equity compensation, and the filing also lists additional RSU grants vesting in 2027 and 2028.

Insider Trade Summary

5,200 shares exercised/converted

Exercise 3 txns

Insider Chishti Humayun

Role President, Construction

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	5,200	$0.00	$0.00
Exercise	Common Shares	5,200	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	1,524	$10.62	$16K

Holdings After Transaction: Restricted Share Units — 28,939 contracts (Direct); Common Shares — 8,682 shares (Direct)

Holdings Before and After: Restricted Share Units, 34,139 to 28,939 contracts (Direct); Common Shares, 5,006 to 8,682 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 Persons's tax liability associated with the vesting of RSUs on May 4, 2026.
3. F3. On May 10, 2023, the Reporting Person was granted 5,200 RSUs, all of which vested on May 4, 2026. On May 10, 2024, the Reporting Person was granted 7,053 RSUs vesting on May 10, 2027. On November 15, 2024, the Reporting Person was granted 8,438 RSUs vesting on April 30, 2027. On May 16, 2025, the Reporting Person was granted 13,448 RSUs vesting on May 10, 2028.

Key Figures

RSUs exercised: 5,200 shares Shares withheld for tax: 1,524 shares Common shares held: 10,206 shares +5 more

8 metrics

RSUs exercised 5,200 shares RSUs vested and converted on May 4, 2026

Shares withheld for tax 1,524 shares Withheld by issuer to cover RSU-related tax liability

Common shares held 10,206 shares Direct holdings following the reported transactions

RSUs outstanding 28,939 units Restricted share units held after May 4, 2026 vesting

2023 RSU grant 5,200 units Granted May 10, 2023; all vested May 4, 2026

2024 RSU grant 7,053 units Granted May 10, 2024; vesting May 10, 2027

November 2024 RSU grant 8,438 units Granted November 15, 2024; vesting April 30, 2027

2025 RSU grant 13,448 units Granted May 16, 2025; vesting May 10, 2028

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 Persons's tax liability associated with the vesting of RSUs on May 4, 2026."

derivative security financial

"Transaction code M is described as 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 transaction did CNH (CNH) executive Humayun Chishti report?

Humayun Chishti reported exercising 5,200 restricted share units (RSUs) into CNH Industrial common shares. In the same event, the company withheld 1,524 of those shares to cover his tax liability tied to the RSU vesting on May 4, 2026.

How many CNH common shares does Humayun Chishti hold after this Form 4?

After these transactions, Humayun Chishti directly holds 10,206 CNH Industrial common shares. This reflects the net result of exercising 5,200 RSUs and the withholding of 1,524 shares by the company to satisfy his RSU-related tax obligations.

Were any of Humayun Chishti’s CNH share dispositions open-market sales?

The disposition shown reflects 1,524 common shares withheld by CNH Industrial to cover Humayun Chishti’s tax liability on vested RSUs. This is a tax-withholding mechanism, not an open-market sale initiated by the executive on a stock exchange.

What RSU grants for CNH (CNH) does Humayun Chishti still have outstanding?

The filing lists RSU grants of 7,053 units vesting May 10, 2027, 8,438 units vesting April 30, 2027, and 13,448 units vesting May 10, 2028. Together with prior awards, these total 28,939 RSUs outstanding after the May 4, 2026 vesting.

When were the CNH RSUs exercised by Humayun Chishti originally granted?

The 5,200 restricted share units exercised into CNH Industrial common shares on May 4, 2026 were granted on May 10, 2023. All of those 5,200 RSUs vested on May 4, 2026, triggering the share delivery and associated tax withholding.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Chishti Humayun

(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)
	President, Construction

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		5,200	A	(1)	10,206	D
Common Shares	05/04/2026		F		1,524(2)	D	$10.62	8,682	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			5,200	(3)	(3)	Common Shares	5,200	$0	28,939(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 5,200 RSUs, all of which vested on May 4, 2026. On May 10, 2024, the Reporting Person was granted 7,053 RSUs vesting on May 10, 2027. On November 15, 2024, the Reporting Person was granted 8,438 RSUs vesting on April 30, 2027. On May 16, 2025, the Reporting Person was granted 13,448 RSUs 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)