KRAMER RICHARD J 4

What Happened

• Richard J. Kramer, a director of CNH Industrial N.V. (CNH), had 4,980 restricted share units (RSUs) vest and convert into 4,980 common shares on May 11, 2026. The issuer withheld 93 of those shares at $10.84/share to satisfy the tax liability (payment recorded as $1,008). The transaction is effectively an award vesting with share withholding for taxes, not an open-market sale or purchase. Net shares delivered to Kramer: 4,887.

Key Details

• Transaction date: May 11, 2026; Form 4 filed May 12, 2026 (timely filing).
• Primary action: Conversion of 4,980 RSUs into 4,980 common shares (transaction code M).
• Tax withholding: 93 shares withheld (code F) at $10.84/share, totaling $1,008.
• Net shares received: 4,887 (4,980 vested − 93 withheld).
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1—RSUs convert one-for-one to common shares; F2—93 shares withheld to cover tax liability; F3—RSUs were granted May 15, 2025 and vested May 11, 2026.

Context

• This was a vesting/settlement of RSUs, not a market purchase or voluntary sale. The share withholding to cover taxes is a routine administrative action and does not by itself indicate the insider’s buying or selling sentiment. For retail investors, purchases (insider buys) typically carry more interpretive weight than routine vesting or tax-withholding events.