Schroeder Jay 4

What Happened
Jay Schroeder, Chief Technology Officer of CNH Industrial N.V. (CNH), had 8,500 restricted share units (RSUs) vest on May 4, 2026. The RSUs converted one-for-one into common shares. The issuer withheld 1,883 of those shares to cover the tax liability (withholding value reported as $19,997 at $10.62 per share), leaving Schroeder with a net delivery of 6,617 shares.

Key Details

• Transaction date: May 4, 2026 (reported on Form 4 filed May 5, 2026).
• Vesting/conversion: 8,500 RSUs converted into 8,500 common shares (RSU conversion shown as derivative exercise).
• Tax withholding: 1,883 shares withheld at $10.62 per share for $19,997 (disposed to issuer to cover taxes).
• Net shares received by insider: 6,617 common shares.
• Shares owned after transaction: not disclosed in the provided filing.
• Footnotes: F1 confirms RSUs convert one-for-one; F2 explains shares withheld to cover tax; F3 lists prior RSU grants and upcoming vesting schedules.
• Timeliness: Filing covers a May 4 transaction and was filed May 5, 2026 (appears timely under Form 4 rules).

Context
This was a vesting of RSU awards (an award conversion), not an open-market buy or sale. The withholding of shares to cover tax is a common, administrative step (code F) and does not necessarily indicate a discretionary sale by the insider. The filing also shows other RSU grants with future vesting dates, which may result in additional share deliveries in coming years.