CNH (CNH) CTO reports PSU vesting, tax withholding and updated share holdings

Rhea-AI Filing Summary

CNH Industrial N.V. Chief Technology Officer Jay Schroeder reported equity compensation activity involving common shares tied to long-term incentive awards. On February 28, 2026, 3,346 common shares were acquired at $0.00 per share through the exercise/vesting of performance-based awards granted under the 2023–2025 long-term incentive plan, following achievement of specified performance criteria. On March 2, 2026, 1,158 common shares, valued at $12.115 per share, were withheld by the issuer to cover his tax liability arising from the PSU vesting. After these transactions, Schroeder directly owned 34,950.432 common shares. Footnotes also detail multiple restricted share unit grants previously awarded, which convert into common shares on a one-for-one basis and vest on specified future 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

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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^*

Schroeder Jay

(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)

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

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		3,346	A	(1)	36,108.432	D
Common Shares	03/02/2026		F		1,158(2)	D	$12.115	34,950.432	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(3)							(4)	(4)	Common Shares	(3)		90,773(4)	D

Explanation of Responses:

1. Represents the vesting of performance share units ("PSUs") granted pursuant to the Issuer's 2023-2025 Long-Term Incentive CCH Plan, which vested upon the achievement of certain performance criteria.

2. Represents the number of shares withheld by the issuer to cover the reporting person's tax liability associated with the vesting of PSUs on February 28, 2026.

3. Restricted share units ("RSUs") convert into common shares on a one-for-one basis.

4. As previously reported, on May 10, 2023, the Reporting Person was granted 8,500 RSUs vesting on April 30, 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 and on May 16, 2025, the Reporting Person was granted 20,407 RSUs vesting on May 10, 2028

	/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.
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FAQ

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

Jay Schroeder reported equity compensation activity, including vesting of performance share units into 3,346 common shares and withholding of 1,158 shares by CNH Industrial N.V. to cover related tax liabilities from the vesting event.

Did the CNH (CNH) CTO buy or sell common shares on the open market?

The transactions were not open-market buys or sells. Shares were acquired via vesting and derivative exercise of equity awards, while 1,158 shares were withheld by CNH Industrial N.V. solely to satisfy tax obligations from the vesting.

How many CNH (CNH) shares does CTO Jay Schroeder own after these transactions?

Following the reported equity award vesting and tax withholding, Jay Schroeder directly owns 34,950.432 common shares of CNH Industrial N.V., reflecting his updated post-transaction direct ownership position in the company’s common stock.

What was the purpose of the 1,158 CNH (CNH) shares withheld by the issuer?

The 1,158 common shares were withheld by CNH Industrial N.V. to cover Jay Schroeder’s tax liability arising from performance share units vesting on February 28, 2026, as described in the Form 4 footnotes.

What equity awards underlie the CNH (CNH) CTO’s recent share acquisition?

The acquired shares relate to performance share units granted under CNH Industrial N.V.’s 2023–2025 Long-Term Incentive CCH Plan. These units vested upon achievement of specified performance criteria and converted into common shares reported in the Form 4 filing.

What future CNH (CNH) restricted share unit vesting is disclosed for the CTO?

Footnotes describe several restricted share unit grants to Jay Schroeder, including awards of 8,500, 11,096, 11,523, 39,247, and 20,407 RSUs, scheduled to vest on various dates in 2026, 2027, and 2028, each converting into common shares one-for-one.