Heywood Suzanne 4

What Happened
Suzanne Heywood, a director of CNH Industrial N.V. (CNH), had 26,375 restricted share units (RSUs) vest and convert into 26,375 common shares on May 4, 2026 (reported May 5, 2026). To satisfy withholding taxes, the issuer withheld 12,397 of those shares at a reported value of $10.62 per share, totaling $131,656. Net shares issued and retained by Heywood from this vesting were 13,978 shares. The filing records the conversion as derivative exercise (code M) and the withholding as tax payment (code F).

Key Details

• Transaction date: May 4, 2026; Form 4 filed May 5, 2026 (timely).
• Actions: 26,375 RSUs vested and converted to common shares (code M); 12,397 shares were withheld to cover tax liability (code F) at $10.62/share = $131,656.
• Exercise/price: RSU conversion had no exercise price (reported $0.00 for the derivative conversion); withholding used market value $10.62.
• Net shares retained from this vesting: 13,978 (26,375 − 12,397). The filing does not state Heywood’s total post-transaction holdings.
• Footnotes: F1 confirms RSUs convert 1:1 to common shares; F2 explains withheld shares cover the Reporting Person’s tax liability; F3 notes the 26,375 RSUs were granted May 10, 2023 and vested May 4, 2026 (other RSU grants from 2024 and 2025 remain unvested).

Context
This was a routine RSU vesting and tax-withholding event, not an open-market buy or sell. Withholding shares to cover taxes is common and does not necessarily indicate a trading decision. For clarity: code M denotes conversion/exercise of a derivative (here, RSUs converting to shares) and code F denotes shares withheld to satisfy tax obligations.