Exor Reports 366.9M Common and Special Voting CNHI Shares; Controller Identified

Rhea-AI Filing Summary

Exor N.V. and Giovanni Agnelli B.V. filed an initial Form 3 disclosing ownership in CNH Industrial N.V. (CNHI). Exor directly holds 366,927,900 common shares and 366,927,900 special voting shares. Giovanni Agnelli B.V. is identified as the controller of Exor and therefore an indirect beneficial owner of the same holdings. The filing notes that CNH Industrial ceased qualifying as a foreign private issuer as of June 30, 2024, making Section 16 applicable effective January 1, 2025. The reporting parties state these shares were held on the Effective Date and that no purchases or dispositions have occurred since. The Form is signed by an authorized signatory on behalf of both reporting entities.

Positive

• Clear, timely disclosure of a large beneficial ownership position consistent with Section 16 requirements
• Quantified holdings provided: 366,927,900 common shares and 366,927,900 special voting shares
• Ownership chain disclosed, attributing indirect beneficial ownership to Giovanni Agnelli B.V., improving transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Large, clearly disclosed ownership and controller linkage increase transparency after CNHI became subject to U.S. insider reporting.

The Form 3 documents a substantial ownership position held directly by Exor N.V. with control attributed to Giovanni Agnelli B.V., clarifying the ownership chain. The filing meets Section 16 initial disclosure obligations triggered when CNH Industrial lost foreign private issuer status. This enhances market transparency about principal shareholders and potential voting influence due to the special voting shares that confer effective double voting rights.

Securities Analyst

TL;DR: Material stake disclosed but no new transactions; information is important for shareholder voting and Section 16 monitoring.

The disclosure quantifies holdings precisely at 366,927,900 common and 366,927,900 special voting shares held by Exor N.V., with indirect beneficial ownership by Giovanni Agnelli B.V. The filing notes no acquisitions or dispositions since the Section 16 effective date, indicating no immediate trading activity by the reporting parties. Investors and compliance teams can now track future Section 16 filings (Forms 4 and 5) tied to these holders.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Exor N.V.

(Last) (First) (Middle)

GUSTAV MAHLERPLEIN 25A

(Street)

AMSTERDAM P7 1082 MS

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025

3. Issuer Name and Ticker or Trading Symbol
CNH Industrial N.V. [ CNHI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	366,927,900(1)	D
Special Voting Shares	366,927,900(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Exor N.V.

(Last) (First) (Middle)

GUSTAV MAHLERPLEIN 25A

(Street)

AMSTERDAM P7 1082 MS

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Giovanni Agnelli B.V.

(Last) (First) (Middle)

GUSTAV MAHLERPLEIN 25A

(Street)

AMSTERDAM P7 1082 MS

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported common shares are held directly by Exor N.V., which in turn is controlled by Giovanni Agnelli B.V., which is an indirect beneficial owner of the reported common shares.

2. The reported special voting shares are held directly by Exor N.V., which in turn is controlled by Giovanni Agnelli B.V., which is an indirect beneficial owner of the reported special voting shares. Each special voting share is entitled to one vote, therefore attributing, in effect, double voting rights to the common share to which it is associated. The special voting shares have only de minimis economic entitlements, in compliance with Dutch law. The special voting shares cannot be traded and are transferrable only in very limited circumstances together with the associated common shares.

Remarks:

As of June 30, 2024, the Issuer determined that it no longer qualified as a foreign private issuer, as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, effective as of January 1, 2025 (the "Effective Date"), the Issuer's officers, directors and principal shareholders became subject to Section 16 of the Exchange Act. The common shares and special voting shares reported under this Form 3 were held by the reporting person as of the Effective Date and, since the Effective Date, the reporting person has not acquired or disposed of any common shares or special voting shares of the Issuer.

	Exor N.V., by: /s/ Guido de Boer, Title: Authorized Signatory	09/09/2025
	Giovanni Agnelli B.V., by: /s/ Guido de Boer, Title: Authorized Signatory	09/09/2025
	** 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 holdings did Exor N.V. disclose in the Form 3 for CNHI?

Exor N.V. disclosed direct ownership of 366,927,900 common shares and 366,927,900 special voting shares of CNH Industrial N.V.

Why is Giovanni Agnelli B.V. listed on the Form 3 for CNHI?

The filing states Giovanni Agnelli B.V. controls Exor N.V. and is therefore an indirect beneficial owner of the reported shares.

When did Section 16 reporting become applicable to CNHI insiders and major shareholders?

CNH Industrial determined it no longer qualified as a foreign private issuer as of June 30, 2024, making Section 16 applicable effective January 1, 2025.

Have the reporting persons bought or sold CNHI shares since Section 16 became effective?

The Form 3 states that the reported shares were held as of the Effective Date and that since the Effective Date the reporting person has not acquired or disposed of any common or special voting shares.

Who signed the Form 3 for Exor N.V. and Giovanni Agnelli B.V.?

The Form 3 was signed by an authorized signatory, /s/ Guido de Boer, on behalf of both entities, dated 09/09/2025.