What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-28 · 200 added, 174 removed, 253 unchanged (60% of the section changed)

CNH Industrial N.V.

("CNH" or the "Company") was initially formed in 2013 by the business combination transaction between Fiat Industrial S.p.A.

("CNH" or the "Company") was formed in 2013 by the business combination transaction between Fiat Industrial S.p.A.

and its subsidiary CNH Global N.V..

CNH was incorporated on November 23, 2012, as a public limited liability company ( naamloze vennootschap ) under the laws of the Netherlands.

The Company's principal office is located at Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom (telephone number:

The Company's principal office is at Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom (telephone number:

+44-207-9251-964).

CNH's agent for U.S.

federal securities law purposes is Emily Sturges, c/o CNH Industrial America LLC, 711 Jorie Boulevard, Oak Brook, Illinois 60523 (telephone number +1-331-256-0594).

CNH historically qualified as a Foreign Private Issuer, as determined by Rule 3b-4 under the Securities Exchange Act of 1934 (the "Exchange Act") and was exempt from filing annual reports on Form 10-K by virtue of Rules 13a-13 and 15d-13 under the Exchange Act.

Starting with its third quarter 2022 results, CNH began voluntarily reporting its financial results under the periodic and annual reporting forms for U.S.

domestic filers and voluntary prepared Forms 8-K.

As of June 30, 2024, CNH determined that it no longer qualified as a foreign private issuer, as defined under the Exchange Act.

As a result, effective as of January 1, 2025, the Company is no longer eligible to use the rules designed for foreign private issuers and will be considered a U.S.

domestic issuer.

As such, CNH is required to comply with, among other things, U.S.

proxy rules and Regulation FD, and its officers, directors and 10% shareholders are subject to the beneficial ownership reporting and short-swing profit recovery requirements in Section 16 of the Exchange Act.

federal securities law purposes is Britton Worthen, c/o CNH Industrial America LLC, 711 Jorie Boulevard, Oak Brook, Illinois 60523 (telephone number +1-331-256-0594).

Unless otherwise indicated or the context otherwise requires, as used in this Annual Report, the term "CNH", "we", "us", "our" or "the Company" refer to CNH Industrial N.V.

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Business Overview

CNH is a leading global equipment company that designs, produces and sells agricultural and construction equipment.

In addition, CNH’s Financial Services segment offers an array of financial products and services, including retail financing for the purchase or lease of new and used CNH and other manufacturers’ products and other retail financing programs and wholesale financing to dealers.

CNH is a leading global equipment company that develops, manufactures and sells agricultural and construction equipment.

In addition, CNH's Financial Services segment offers an array of financial products and services, including:

• Retail financing for end customers purchasing or leasing new and/or used CNH equipment and/or other manufacturers' products, as well as other retail financing programs.

• Wholesale financing to dealers.

CNH's global network includes industrial, commercial and financial services subsidiaries located in 32 countries and a commercial presence in approximately 166 countries.

CNH operates across three business segments:

We are committed to driving sustainable organic growth by strategically investing in initiatives that expand our market leadership, advance technology integration through our "Iron + Tech" strategy, with a focus on precision agriculture, automation, connectivity, and autonomy and strengthen our commercial presence across global agriculture and construction equipment industries.

The key pillars of our organic growth include:

• Product and Technology Leadership:

By advancing the integration of core industrial capabilities with emerging technologies, we enhance innovation, deliver differentiated solutions, and remain well-positioned to be at the forefront of industry transformation.

• Commercial Expansion:

We continue to broaden our market reach through targeted sales initiatives, dealer network rationalization, and customer engagement programs.

These actions are designed to increase brand visibility, capture new demand in emerging markets, and deepen relationships with existing customers.

Together, these pillars support our strategy to drive sustainable, organic growth.

By aligning commercial excellence with product and technology leadership, we strengthen our competitive position and deliver consistent value to customers, dealers, employees, and shareholders worldwide.

The Company's "Iron + Tech" strategy aims to advance product leadership and technology integration by:

• Expanding full line offerings across harvesters, tractors, crop protection, and production equipment.

• Internalizing foundational technologies, launching new precision solutions, and leveraging artificial intelligence tools.

• Delivering full line leadership through the launch of new generation combines, a complete refresh of the tractor lineup, and equipping all large product lines with factory fit foundational Precision Technology.

Through these initiatives, CNH is embedding advanced technologies across its product portfolio to enhance productivity, efficiency, and sustainability for customers in its Agriculture and Construction segments.

CNH operates through three business segments:

Agriculture, Construction and Financial Services.

CNH refers to its Agriculture and Construction operations as "Industrial Activities".

The Agriculture and Construction segments are collectively referred to as "Industrial Activities."

Geographic Regions

Certain financial information in this Annual Report has been presented by geographic region.

Our geographic regions are:

(1) North America;

(2) Europe, Middle East and Africa;

(3) South America and (4) Asia Pacific.

The geographic designations have the following meanings:

Certain financial information in this Annual Report is presented by geographic region, which are defined as follows:

• North America :

United States, Canada and Mexico;

• Europe, Middle East and Africa :

member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Russia, Türkiye, Uzbekistan, Pakistan, the African continent and the Middle East;

• Europe, Middle East and Africa ("EMEA") :

member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Türkiye, Uzbekistan, Pakistan, the African continent and the Middle East;

• South America :

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• Asia Pacific :

Continental Asia (including the India subcontinent), Indonesia, and Oceania.

Continental Asia (including the India subcontinent), Indonesia, Japan and Oceania.

Certain industry information in this Annual Report has been presented on a worldwide basis which includes all countries.

In this Annual Report, management estimates of industry information are generally based on retail unit sales data in North America, on registrations of equipment in most of Europe, Brazil, and various other markets, and on retail and shipment unit data collected by a central information bureau appointed by equipment manufacturers associations, including the Association of Equipment Manufacturers in North America, the Committee for European Construction Equipment in Europe, the Associação Nacional dos Fabricantes de Veículos Automotores in Brazil, the Japan Construction Equipment Manufacturers Association, and the Korea Construction Equipment Manufacturers Association, as well as on other shipment data collected by independent service bureaus.

Not all agricultural or construction equipment is registered, and registration data may thus underestimate, perhaps substantially, actual retail industry unit sales demand, particularly for local manufacturers in China, Southeast Asia, Eastern Europe, Russia, Turkey, Brazil, and any country where local shipments are not reported.

Management estimates of industry information are generally based on retail unit sales data in North America and South America, on registrations of equipment in most of Europe, and various other markets, and on retail and shipment unit data collected by a central information bureau appointed by equipment manufacturers associations, including the Association of Equipment Manufacturers in North America, the Committee for European Construction Equipment in Europe, the Associação Nacional dos Fabricantes de Veículos Automotores in Brazil, the Japan Construction Equipment Manufacturers Association, and the Korea Construction Equipment Manufacturers Association, as well as on other shipment data collected by independent service bureaus.

Not all agricultural or construction equipment is registered, and registration data may thus underestimate, perhaps substantially, actual retail industry unit sales demand, particularly for local manufacturers in China, Southeast Asia, Eastern Europe, Türkiye, Brazil, and in countries where local shipments are not reported.

Business Segments

The Agriculture segment designs, engineers, manufactures, distributes and services a full line of agriculture equipment, implements and precision agriculture solutions.

The Agriculture segment develops, manufactures, distributes and supports a full line of agriculture equipment, implements and precision agriculture solutions.

The Agriculture segment also supports customers throughout the equipment lifecycle with aftermarket solutions including guidance, automated steering systems, and application control products across a full line of equipment.

We seek to ensure that our customers have technology options at every stage of their precision tech adoption journey.

Agriculture's product lines include tractors, combine harvesters, hay and forage equipment, seeding and planting equipment, and self-propelled sprayers.

We seek to ensure that our customers have technology options at every stage of their precision technology adoption journey.

Agriculture's product lines include tractors, harvesters, hay and forage equipment, seeding and planting equipment, and self-propelled sprayers.

Case IH and New Holland are our two leading global brands.

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Our primary brands and products for the Agriculture segment are as follows:

Our Case IH brand specializes in powerful and productive machinery including track technology and precision farming solutions for cash and high-value crops, such as sugarcane, particularly for larger farms.

• Case IH specializes in powerful and productive machinery including track technology and precision farming solutions for cash and high-value crops, such as sugarcane and cotton, particularly for larger farms.

Products sold through our Case IH brand include tractors, harvesters (grain and sugarcane) and crop protection and tillage precision farming solutions.

• New Holland .

New Holland specializes in combine harvesting and offers a broad range of equipment that caters to specialty applications, hay and forage, livestock, vineyards and orchards, as well as methane power solutions.

• New Holland offers a broad range of equipment that caters to a wide range of farmers, with specific solutions for harvesting, specialty applications, hay and forage, livestock, vineyards and orchards, as well as methane power solutions.

Products sold through our New Holland brand include tractors, harvesters (grain and specialty crops such as grapes and olives), hay and forage equipment, crop protection and tillage solutions (primarily for small grains) and precision farming solutions.

STEYR is a regional brand, primarily focused in European markets, that specializes in small- to mid-sized tractors for agricultural, municipal and forestry segments.

• STEYR is a regional brand, sold primarily in European markets, that specializes in small- to mid-sized tractors for the agricultural, municipal and forestry segments.

• Raven is a global technology brand primarily focused on developing disruptive agricultural technologies that seek to solve in-field challenges and provide automated and autonomous farming solutions.

New and emerging technologies are transforming the industries we serve.

CNH is investing in integrated solutions and precision technologies across its equipment portfolio, including digital platforms, global navigation satellite system ("GNSS") positioning, connectivity, displays, automation, and autonomy.

CNH’s core technologies were strengthened by acquiring Raven Industries, Inc., ("Raven") in 2021 and Hemisphere GNSS ("Hemisphere") in 2023.

These acquisitions allow CNH to design, manufacture, sell, and service core technology products, providing precise GNSS solutions for agriculture and construction.

In 2023, CNH acquired Augmenta Holding SAS ("Augmenta"), a machine vision company that automates and optimizes farming operations using real-time, multi-spectral sensors and agronomic insights.

The Construction segment designs, manufactures and distributes a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, and compact track loaders along with a wide variety of attachments.

We are investing in integrated solutions and precision technologies across its equipment portfolio, including digital platforms, global navigation satellite system ("GNSS") positioning, connectivity, displays, automation, and autonomy.

Our core technology capabilities have been strengthened through strategic acquisitions.

In 2021, we acquired Raven Industries, Inc., ("Raven") enhancing our precision agriculture and automation expertise.

In 2023, we acquired Hemisphere GNSS ("Hemisphere"), enabling us to design, manufacture, sell, and service precise GNSS solutions for agriculture and construction.

In 2023, we acquired Augmenta Holding SAS ("Augmenta"), a machine vision company that automates and optimizes farming operations using real-time, multi-spectral sensors and agronomic insights.

The Construction segment develops, manufactures, distributes and supports a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, and compact track loaders, along with a wide variety of attachments.

The Construction segment also supports customers throughout the equipment lifecycle with aftermarket solutions that enhance productivity and equipment performance across the full

product line.

We seek to ensure that our customers have technology options at every stage of their precision technology adoption journey.

Construction's product lines are sold primarily under the global CASE Construction Equipment ("CASE") and New Holland Construction brands, and include a range of heavy and light construction equipment.

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Our primary products and brands for the Construction segment are as follows:

• New Holland Construction.

• New Holland Construction is a global brand that offers a wide range of equipment for farming, landscaping, and construction appliances.

Products sold through our New Holland Construction brand include skid steer loaders, compact track and wheel loaders, mini track loaders and excavators, loader backhoes, tractor loaders, small articulated loaders, forklifts and specialized attachments.

• Case Construction.

• Case Construction is a global brand that designs and builds powerful construction equipment designed to meet the needs of the construction industry.

Products sold through our Case Construction brand include mini and heavy excavators, motor graders, wheel and tractor loaders, vibratory compaction rollers, compact dozers and track loaders, crawler dozers, skid steer and mini track loaders, compact track loaders, rough terrain forklifts, EV options and specialized attachments.

• Eurocomach.

Eurocomach sell products in over 40 countries.

• Eurocomach is a regional brand that sells products in more than 40 countries and focuses on compact equipment for construction and related applications.

Products sold through our Eurocomach brand include mini and midi excavators, compact track and wheel loaders, MTL50 track loaders for small and confined spaces and specialized attachments.

In 2021, we completed the acquisition of Sampierana S.p.A., which provides Construction direct control over technology and manufacturing of Mini and Midi Excavators.

In 2023, we developed and launched our first range of mini track loaders under our Eurocomach brand.

Construction's products often share common components to achieve economies of scale in manufacturing, purchasing, and development.Construction differentiates these products based on the relative product value, technology, design concept, productivity, product serviceability, color, and styling to preserve the unique identity of each brand.

In 2021, we completed the acquisition of Sampierana S.p.A., which provides us direct control over technology and manufacturing of mini and midi excavators.

This acquisition strengthened our vertical integration in compact equipment and enhanced our ability to deliver innovative solutions to customers.

In 2023, we developed and launched our first range of mini track loaders under our Eurocomach brand, further expanding our product portfolio and reinforcing our commitment to innovation and customer needs.

Construction's products often share common components to achieve economies of scale in manufacturing, purchasing, and development.

Construction differentiates these products based on the relative product value, technology, design concept, productivity, product serviceability, color, and styling to preserve the unique identity of each brand.

Our construction products are also sold by our Agriculture dealers for certain uses.

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We began production and distribution of full-electric compact construction equipment in 2023.

This includes electric mini excavators, compact wheel loader and tractor loader backhoe and small articulated loaders.

This includes electric mini excavators, compact wheel loaders, tractor loader backhoes and small articulated loaders.

We plan to continue delivering further battery-powered compact construction equipment solutions to help our customers operate in enclosed and municipal job sites calling for no, or reduced, tailpipe emissions.

Financial Services provides and administers financing to end-use customers for the purchase of new and used agricultural and construction equipment and components sold through CNH's dealer network, as well as revolving charge account financing and other financial services.

The Financial Services segment provides and administers financing to end-use customers for the purchase of new and used agricultural and construction equipment and components sold through CNH's dealer network, as well as revolving charge account financing and other financial services.

Financial Services also provides wholesale financing to CNH dealers and distributors primarily to finance inventories of equipment.

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In Brazil, it operates under the brand of Banco CNH.

Consolidated Results - 2024 Compared to 2023

(in millions of dollars except per share amounts) 2024 2023 (1)

Consolidated Revenues $ 19,836 $ 24,687 (20) %

of which Net Sales of Industrial Activities $ 17,060 $ 22,080 (23) %

Net income $ 1,259 $ 2,287 (45) %

Diluted Earnings per share $ 0.99 $ 1.69 $ (0.70)

(1) See Note 23 Immaterial Revision of Prior Period Financial Statements.

Net sales for the fiscal year 2024 were down 23% from 2023 mainly due to decreased industry demand .

2024 consolidated net income was down 45% and diluted earnings per share decreased $0.70 per share compared to 2023 primarily driven by lower sales.

For a further discussion of our results of operations, see "Management's Discussion and Analysis of Financial Consideration and Results of Operation".

Industry Overview

The agriculture machinery industry is generally segmented into farm types including row crop farmers and dairy and livestock farmers.

Row crop farmers typically purchase tractors at the mid-to-upper end of the horsepower ("hp") range, combine harvesters, harvesting equipment and crop production equipment.

Dairy and livestock farmers, who typically utilize tractors in the mid-to-lower hp range and crop preparation and crop packaging implements.

The key factor influencing sales of agricultural equipment include the level of net farm income, the impact of government subsidy programs and weather and climate conditions.

Net farm income is primarily impacted by commodity and/or livestock prices, changes in the area of acreage planted, stock levels, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency exchange rates, government subsidies, tax incentives and trade policies.

The inventory levels and the value of used equipment also affect the level of new equipment sales.

Cash-crop producers are also very interested in equipments' technology and automation innovations, which drive better yields and lower dependence on increasingly scarce skilled labor.

The agricultural and construction equipment industries are undergoing significant transformation driven by technological innovation.

Emerging technologies are reshaping operational efficiency, sustainability, and competitiveness across the sector.

Advances in precision agriculture, autonomous equipment, robotics, connectivity, and renewable energy integration are increasingly influencing product development and customer adoption.

These advancements are enabling greater productivity, reduced environmental impact, and enhanced data-driven decision making for customers.

At the same time, they are accelerating the industry’s transition toward more sustainable practices and diversified energy solutions.

CNH is actively investing in these areas to strengthen its portfolio, expand digital capabilities, and support customers in achieving higher returns on their operations.

As innovation continues to reshape the industry landscape, companies that successfully integrate advanced technologies into their equipment and services are expected to gain competitive advantage and capture new growth opportunities.

The agricultural machinery industry is generally segmented into farm types, including row crop, dairy and livestock operations.

Row crop farmers, including cash‑crop producers, typically purchase tractors at the mid-to-upper end of the horsepower ("hp") range, as well as combine harvesters, harvesting equipment and crop production equipment.

Dairy and livestock farmers typically buy and utilize tractors in the mid-to-lower hp range, along with crop preparation and crop packaging implements.

The key factors influencing sales of agricultural equipment include the level of net farm income, the impact of government subsidy programs, and weather and climate conditions.

Net farm income is primarily affected by commodity and/or livestock prices, changes in acreage planted, stock levels, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency exchange rates, government subsidies, tax incentives and trade policies.

Inventory levels and the value of used equipment also affect the level of new equipment sales.

Cash-crop producers are also very interested in equipment technology and automation innovations, which drive better yields and reduce dependence on increasingly scarce skilled labor.

Demand for agricultural equipment also varies seasonally by region and product, primarily due to differing climates and farming calendars.

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The Company seeks to match retail and dealer orders with lean production plans using the Company's inventory to offset low and high seasonality, while targeting shorter time intervals between retail order and production to promote efficient working capital-management and excellent customer service.

Government farm programs, including the amount and timing of government payments, are a key income driver for farmers raising certain commodity crops in the United States (the "U.S.") and the European Union.

Government farm programs, including the amount and timing of government payments, are a key income driver for farmers raising certain commodity crops in the United States ("U.S.") and the European Union.

The existence of comprehensive subsidies in these agricultural/farm markets reduces the effects of cyclicality in the agricultural equipment business.

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Currently, most of the ethanol in the U.S.

and Europe is extracted from corn, while in Brazil it is extracted from sugar cane.

and Europe is extracted from corn, while in Brazil it is primarily extracted from sugar cane and increasingly from corn.

Biodiesel is typically extracted from soybeans and rapeseed oil in the U.S.

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With the use of a bio-digester, animal and food waste can be processed to produce biomethane.

CNH has developed two methane-powered tractor models under its New Holland brand (T6 and T7) that can also run on methane produced on the farm from animal and food waste.

CNH has a controlling stake in Bennamann Ltd ("Bennamann"), a U.K.-based technology company, that has developed a solution to capture fugitive emissions of methane from livestock farm waste.

The Company believes that this solution is suitable for small to medium size farms — supporting them in becoming more energy independent, reducing their pollutions, and adopting more sustainable and regenerative operations.

This approach also improves the sustainability of farmland management practices by minimizing artificial inputs (e.g., manufactured fertilizer), lowering operational costs and reducing pollutants.

The concept is intended to contribute to a dairy farm's decarbonization.

The developments in precision technology and solutions are designed to allow farmers to increase yield with reduced input costs in the areas of labor, fertilizer, chemicals and water.

Furthermore, with shorter planting and harvesting cycles experienced in recent years, we believe that precision agriculture technology will help drive replacement demand for new farm equipment as this technology is designed to reduce the time and effort required by individual tasks and thus improve farm efficiency.

CNH has developed a methane-powered tractor under its New Holland brand that can also run on methane produced on the farm from animal and food waste.

CNH has a controlling stake in Bennamann Ltd ("Bennamann"), a United Kingdom ("U.K.") based technology company, that is developing a solution to capture fugitive emissions of methane from livestock farm waste and convert them into better-than-zero-carbon biofuel.

The developments in precision technology and solutions are designed to help farmers increase yields while reducing input costs in labor, fertilizer, chemicals and water.

As a result, precision agriculture technology is expected to drive replacement demand for new farm equipment, as these technologies reduce the time and effort required for individual tasks and improve overall farm efficiency.

While the agricultural equipment industry is currently experiencing a cyclical downturn, particularly in large agriculture in the Americas, we continue to view long‑term fundamentals as attractive, supported by global protein demand, finite arable land, and increasing adoption of precision technologies.

Our investment priorities and product roadmap are designed to position CNH to benefit as industry conditions normalize.

The construction equipment market consists of two principal segments:

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However, in many countries, restrictions on equipment weight or dimensions, as well as road regulations or job site constraints can limit demand for larger machines.

Although the demand for new construction equipment tends to decrease during periods of economic stagnation or recession, the aftersales market is historically less volatile than the new equipment market and, therefore, helps limit the impact of declines in new equipment sales on the operating results of full-line manufacturers.

Although the demand for new construction equipment tends to decrease during periods of economic stagnation or recession, the after-sales market is historically less volatile than the new equipment market and, therefore, helps limit the impact of declines in new equipment sales on the operating results of full-line manufacturers.

Heavy Construction

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Sales of heavy construction equipment primarily depend on the expected volume of major infrastructure construction and repair projects such as highway, tunnel, dam and harbor projects, which depend on government spending and economic growth.

In North America, a portion of heavy equipment demand has historically been linked to the development of new housing subdivisions, where the entire infrastructure needs to be created, thus linking demand for both heavy and

light construction equipment.

The heavy equipment industry generally follows macroeconomic cyclicality, linked to growth in gross domestic product and government spending.

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In North America, the main rental product has traditionally been the backhoe loader, and, in Western Europe, it has been the mini-excavator.

As the market has evolved, a greater variety of light and heavy equipment products have become available to rent.

As the market has evolved, a greater variety of light and heavy equipment products have become available for rent.

In addition, rental companies have allowed contractors to rent machines for longer periods instead of purchasing the equipment, enabling contractors to complete specific job requirements with greater flexibility and cost control.

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In addition, the light equipment sector has grown as more manual labor is being replaced on construction sites by machines with a variety of attachments for specialized applications, such as skid steer loaders, compact track loaders and mini-crawler excavators.

The agriculture and construction equipment industries are highly competitive at the global and regional level.

The principal competitive factors in all markets include product performance, innovation and quality, distribution, customer service and price.

Industrial Activities

The agriculture and construction equipment industries are highly competitive at both global and regional levels.

We compete with:

(i) large global full-line equipment manufacturers with a presence in every market and a broad range of products that cover most customer needs, (ii) manufacturers who are product specialists focused on particular industry segments on either a global or regional basis, (iii) regional full-line manufacturers, some of which are expanding worldwide to build a global presence, and (iv) local, low-cost manufacturers in individual markets, particularly in emerging markets such as Eastern Europe, India and China.

The ability to meet or exceed applicable engine emissions standards as they take effect is also a key competitive factor, particularly in those markets where such standards are the subject of frequent legislative or regulatory scrutiny and change, such as Europe and North America.

Emission regulations are becoming a significant competitive factor at global level with new legislation in India and China, which leads to increases in product costs.

Competitive dynamics are driven by cyclical demand, technological change, regulatory requirements, and evolving customer expectations.

Key competitive factors include:

• Product Performance and Reliability:

Productivity, durability, fuel efficiency, uptime, and adaptability to precision technologies.

• Innovation and Quality:

Investment in research and development to deliver new features, digital solutions, and sustainable technologies, supported by high manufacturing standards, safety, and environmental compliance.

• Distribution and Dealer Network Strength:

Broad and effective dealer and service networks that ensure coverage, delivery, and customer accessibility.

• Customer Service and Support:

After‑sales service, parts availability, financing, and technical support to minimize downtime and enhance productivity.

• Pricing and Cost Competitiveness:

Balancing premium positioning with competitive pricing, particularly in emerging markets and during downturns.

Compliance with evolving engine emissions standards is a critical competitive factor, particularly in regions subject to frequent regulatory change such as Europe and North America.

New legislation in India and China has also further increased product costs and intensified global competition.

Competitive positioning is increasingly influenced by technology integration, sustainability initiatives, and regulatory compliance.

Long‑term industry leadership depends on the integration of advanced technologies—including autonomous solutions, connected equipment, and precision agriculture tools—while maintaining compliance with stringent emissions and safety standards.

Our principal competitors in the agricultural equipment market are Deere & Company, AGCO Corporation, Claas Group, Kubota Tractor Corporation, Argo Tractors S.p.A., Same Deutz Fahr Group and Mahindra.

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Sales and Distribution

CNH is advancing its commercial excellence strategy by strengthening its dual-branded dealer network and enhancing

customer service capabilities.

Our integrated and regionally tailored dealer network and brand strategy are designed to improve market coverage, align with local customer needs, and reinforce the distinct value propositions of our Case IH and New Holland brands.

We predominantly sell and distribute our Agriculture and Construction products through dealers.

The Agriculture dealer network includes more than 2,500 dealer owners and more than 6,000 locations/points of sale.

Construction sells and distributes products through approximately 427 full-line dealers and distributors with over 1,694 points of sale.

The Agriculture dealer network includes more than 2,300 dealer owners operating over 5,000 locations/points of sale.

Construction products are sold through approximately 400 full-line dealers and distributors with approximately 1,700 points of sale.

Agriculture and Construction dealers are almost all independently owned and operated.

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Our dealers are responsible for retail sales of equipment to end users and after-sales service and support.

In the United States, Canada, most of Western Europe, Brazil, Argentina, India, China, Thailand, Australia, and South Africa products are generally distributed directly through the independent dealer network.

In the United States, Canada, most of Western Europe, Brazil, Argentina, India, China, Thailand, Australia, New Zealand, and South Africa products are generally distributed directly through the independent dealer network.

In the rest of the world, products are either sold to independent distributors who then resell to dealers, or to importers who sell products to retail customers.

In Turkey, Japan, Mexico and Pakistan, we also distribute our products through our joint ventures.

As the equipment rental business becomes a more significant factor in both the agricultural and construction equipment markets, Agriculture and Construction are facilitating sales of equipment to the local, regional and national rental companies through their dealers as well as by encouraging dealers to develop their own rental activities.

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As the rental market is a capital-intensive sector and sensitive to cyclical variations, we expand such activities gradually, with special attention to supporting the resale of rental units into the used equipment market by our dealers, who can utilize this opportunity to improve their customer base and generate additional parts and service business.

We believe that it is generally more cost-effective to distribute our agricultural and construction equipment products through independent dealers, although as of December 31, 2024, we operate a network of owned dealers for Case IH and the Construction segment in South Africa coming from the recent acquisition of our former distributor in the country.

We promote a selective dealer development program, in territories with growth potential but underdeveloped representation by our Agriculture and Construction equipment brands, the program typically involves a transfer of ownership to a qualified operator through a buy-out or private investment after a few years.

Although we believe that it is generally more cost-effective to distribute our agricultural and construction equipment products through independent dealers, as of December 31, 2025, we operate a network of owned dealers for Case IH and the Construction segment in South Africa following the acquisition of our former distributor in that country.

We also promote a selective dealer development program in territories with growth potential but underdeveloped representation of our brands.

This program typically involves a transfer of ownership to a qualified operator through a buy-out or private investment after a few years.

Precision technology is integrated with our Agriculture equipment as well as offered as aftermarket parts for retrofit solutions through our dealer network.

The Raven brand is distributed through the CNH dealer network in all regions and through independent dealer/distributor networks, some of which are affiliated with strategic and industry partners.

Raven-branded products are distributed through the CNH dealer network in all regions and through independent dealer/distributor networks, some of which are affiliated with strategic and industry partners.

Raven products and services are also sold to third-party companies for inclusion in their respective equipment.

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We sell most of our products and parts to our dealers and distributors at wholesale prices that reflect a discount from the manufacturer-suggested list prices.

In the ordinary course of business, we engage in promotional campaigns that may include price incentives or preferential financing terms when a product is sold by a dealer to a final customer.

In the ordinary course of business, we engage in promotional campaigns that may include price incentives or preferential financing terms when a product is sold by a dealer to end-use customers.

Such price incentives are generally accrued when we originally sell our products to dealers and distributors, and it is then disbursed at the time of the retail sale.

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Parts and Services

The quality and timely availability of parts and services are important competitive factors for each of our businesses, as they are significant elements in overall customer satisfaction and important considerations in a customer’s original equipment purchase decision.

The quality and timely availability of parts and services are important competitive factors for each of our businesses, as they are significant elements of overall customer satisfaction and important considerations in a customer's original equipment purchase decision.

We supply parts, many of which are proprietary, to support items in the current product lines as well as for products we have sold in the past.

We also offer personalized aftersales customer assistance programs that provide a wide range of modular and flexible maintenance and repair contracts, as well as warranty extension services, to meet a variety of customer needs and to support the equipments' value over time.

Many of our products can have economically productive lives of more than 20 years when properly maintained, and each unit has the potential to produce a long-term parts and services revenue stream for us and our dealers.

To further support the productive life of the equipment, connected technology within our machines has allowed us, together with our cloud-based control rooms and our dealer service shops, to obtain results through analytics blended with the professional knowledge of our

products experts.

We are increasing the number of connected units supported proactively by control rooms that leverage service alarms, operators’ insights, predictive repairs and maintenance that enrich a suite of machine and farm data.

To further support the

productive life of the equipment, connected technology within our machines has allowed us, together with our cloud-based control rooms and our dealer service shops, to obtain results through analytics blended with the professional knowledge of our products experts.

We are increasing the number of connected units proactively supported by control rooms that leverage service alarms, operator insights, and predictive repairs and maintenance, enriching a suite of machine and farm data.

As of December 31, 2025, we operated and administered 30 parts depots worldwide which support both Agriculture and Construction, either directly, through a joint venture, or through arrangements with warehouse service providers.

This network includes eight parts depots in North America, eleven in EMEA, three in South America, and eight in other regions.

These depots supply parts to dealers and distributors, which are responsible for sales to retail customers, and our delivery systems provide customers with timely access to substantially required to support our products.

This network includes eight parts depots in North America, twelve in EMEA, two in South America, and eight in other regions.

Manufacturing

The efficiency of our manufacturing, logistics, and scheduling systems is dependent on forecasts of industry volumes and our anticipated share of industry sales, which is predicated on our ability to compete successfully with others in the marketplace.

We compete based on product performance, customer service, quality, precision technology and other innovations and price.

The environment is by nature competitive from a pricing standpoint, but we have been able to counter inflationary cost increases with positive price realization.

We compete based on product performance, customer service, quality, precision technology and other innovations and prices.

The environment is by nature competitive from a pricing standpoint, but we have been able to mitigate inflationary cost increases with positive price realization.

There is no guarantee that we can maintain positive price realization in the future.

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Failure to do so might imply losses of competitiveness.

Research and Development, Patents and Licenses, etc.

In a continuously and rapidly changing competitive environment, our research and development ("R&D") activities are a vital strategic component to our growth and progress.

Our R&D activities are designed to accelerate time-to-market while taking advantage of specialization and experience in different markets.

We pursue continuous improvements in manufacturing processes, supply chain management, and resource allocation to reduce costs, improve productivity, and respond more effectively to market fluctuations.

A focus on quality is embedded across our operating philosophy.

We pursue rigorous standards in product design, engineering, and after-sales service in order to reinforce customer trust, reduce warranty risks, and support long-term product reliability.

We purchase certain materials, parts, components and services from third party suppliers.

We view our supplier relationships as critical to our operational effectiveness.

Certain components and parts used in our products are available from a single supplier and cannot be sourced quickly otherwise.

The sudden or unexpected interruption in the availability of certain of our suppliers' raw materials, parts, and components could result in delays in, or increases in the costs of production.

We seek to mitigate these risks by strengthening our supply chain resiliency through diversification, inventory management, contingency planning, and continuous monitoring of supplier performance and stability.

We assess a broad range of potential exposures, including financial viability, capacity, continuity, labor, quality, delivery, cybersecurity, and weather‑related events.

To address disruptions, we employ measures such as prioritizing material allocations, multi‑sourcing, securing long‑term supply agreements, and utilizing alternative logistics solutions in an effort to maintain continuity of operations.

We are continuing our multi-year supply chain transformation through the Strategic Sourcing Program ("SSP") initiated in 2023.

The SSP is designed to leverage our long-term relationships with our current suppliers and support the establishment of long-term relationships with new suppliers to capture the best total value across the supply chain and to foster co-development and co-innovation initiatives.

Research and Development ("R&D") and Intellectual Properties

In a continuously and rapidly changing competitive environment, our R&D activities are a strategic component of our growth and long-term progress, focused on accelerating time-to-market and leveraging specialized expertise in different markets.

We hold approximately 11,000 registered patents in addition to trade secrets, licenses and trademarks related to our products and services.

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Certain trademarks contribute to our identity and the recognition of our products and services and are an integral part of our business, and their loss could have a material adverse effect on us.

We are making targeted investments to develop equipment that enhances farmer productivity and profitability.

These investments include precision agriculture technologies, autonomous and connected solutions, and sustainable equipment platforms designed to reduce input costs and improve efficiency.

By aligning our R&D priorities with customer demands and regulatory requirements, we aim to deliver differentiated products that support long‑term leadership in the agriculture and construction equipment industries.

Joint Ventures

As part of a strategy to enter and expand in new markets, we are also involved in several commercial and/or manufacturing joint ventures.

At December 31, 2024, they included the following:

On December 31, 2025, these are the following:

◦ in Türkiye, we own 37.5% of TürkTraktör ve Ziraat Makineleri A.S., which manufactures and distributes various models of both New Holland and Case IH tractors;

◦ in Japan, we own 50% of New Holland HFT Japan Inc.

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HFT imports and sells the full range of New Holland agricultural equipment;

◦ in Pakistan, we own 43.2% of Al Ghazi Tractors Ltd., which manufactures and distributes New Holland tractors;

◦ in Türkiye, we own 37.5% of TürkTraktör ve Ziraat Makineleri A.S., which manufactures and distributes various models of both New Holland and Case IH tractors;

◦ in Mexico, we own 50% of CNH de Mexico S.A.

de C.V.,which manufactures New Holland agricultural equipment and distributes our agricultural equipment through one or more of its wholly-owned subsidiaries;

We purchase certain materials, parts, components and services from third party suppliers.

We view our supplier relationships as critical to our operational effectiveness.

Certain components and parts used in our products are available from a single supplier and cannot be sourced quickly otherwise.

The sudden or unexpected interruption in the availability of certain of our suppliers’ raw materials, parts, and components could result in delays in, or increases in the costs of production.

In 2023 we embarked on a multi-year supply chain transformation under our Strategic Sourcing Program ("SSP").

The SSP is designed to leverage our long-term relationships with our current suppliers and support the establishment of long-term relationships with new suppliers in an attempt to capture best total value across the supply chain and to foster co-development and co-innovation initiatives.

◦ in Pakistan, we own 43.2% of Al Ghazi Tractors Ltd., which manufactures and distributes New Holland tractors.

Financial Services

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Dealer floorplan financing gives dealers the ability to maintain a representative inventory of products.

In addition, Financial Services provides financing to dealers for used equipment and machines taken in trade, equipment utilized in dealer-owned

rental yards, parts inventory, working capital and other financing needs.

As a captive finance business, Financial Services is reliant on and supports the operations of Agriculture, Construction, their dealers, and customers.

In addition, Financial Services provides financing to dealers for used equipment and machines taken in trade, equipment utilized in dealer-owned rental yards, parts inventory, working capital and other financing needs.

As a captive finance business, Financial Services is reliant on and supports the operations of Agriculture and Construction, their dealers, and customers, and plays an important stabilizing role through industry cycles by supporting retail demand, dealer inventories, and adoption of new precision and connected technologies.

Financial Services supports the growth of Industrial Activities by developing and structuring financial products with the objective of supporting equipment and parts sales as well as customer loyalty.

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In North America, retail customer and dealer financing activities, which support the sales of Agriculture and Construction, are managed through our wholly-owned financial services subsidiaries under the name of CNH Capital.

In Europe, Middle East and Africa, CNH Industrial Capital Europe S.a.S., which is majority owned by a subsidiary of BNP Paribas, 24.95% owned by CNH Industrial N.V.

and accounted for under the equity method, provides retail financing to customers of Agriculture and Construction.

In EMEA, retail customer financing for Agriculture and Construction equipment is primarily provided through CNH Industrial Capital Europe S.a.S.

This entity is majority owned by BNP Paribas, and 24.95% owned by CNH Industrial N.V.

through its joint venture CIFINS S.p.A..

Additionally, there are vendor programs with banking partners that provide customer financing to our industrial segments in certain countries.

In Europe, companies of Iveco Group’s Financial Services segment manage and service CNH dealer financing receivables that are funded through a dedicated securitization.

In Europe, companies within Iveco Group's Financial Services segment manage and service CNH dealer financing receivables that are funded through a dedicated securitization.

CNH Industrial Capital Solutions S.p.A.

retains the securitization program's junior notes, and therefore retains substantially all the risks and the benefits of the underlying wholesale receivables.

retains the securitization program's junior notes and therefore retains substantially all of the risks and benefits of the underlying wholesale receivables.

For South America, retail customer and dealer financing activities are managed through our wholly-owned financial services subsidiary which supports the sales of Agriculture and Construction.

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In Argentina, vendor programs with banking partners are also utilized.

CNH Financial Services serves as a lender for Iveco Group dealers and end customers in the region.

CNH Financial Services serves as a lender for Iveco Group dealers and end customers in the region and assumes the credit risk associated with those financing arrangements.

In Asia Pacific, CNH Financial Services supports the sales of Agriculture and Construction by providing retail customer and dealer financing activities in Australia, New Zealand and India, managed through wholly-owned financial services companies.

In China, Agriculture dealer financing activities are provided by and managed through a wholly-owned financial services company.

CNH Financial Services serves as a lender for Iveco Group dealers and end customers in Australia and New Zealand.

CNH Financial Services serves as a lender for Iveco Group dealers and end customers in Australia and New Zealand and assumes the credit risk associated with those financing arrangements.

Customer Financing

Financial Services has certain retail underwriting and portfolio management policies and procedures that are specific to Agriculture or Construction.

This distinction allows Financial Services to reduce credit risk by deploying industry-specific expertise in each of these businesses.

This distinction allows Financial Services to reduce credit risk by deploying industry-specific

expertise in each of these businesses.

We provide retail financial products primarily through our dealers, who are trained in the use of the various financial products.

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In setting these credit lines, Financial Services seeks to meet the reasonable requirements of each dealer while managing its own exposure to any one dealer.

All risk is underwritten and supported by Financial Services.

All risks are underwritten and supported by Financial Services.

The credit lines are secured by the equipment financed.

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Financial Services' ability to compete successfully depends upon, among other things, the availability and competitiveness of funding resources, the development of competitive financial products and services, and licensing or other governmental regulations.

Human Capital

All CNH employees contribute to company performance at different levels and are key to the achievement of business targets and results.

The conviction that people are the company’s greatest asset is the baseline principle of the Human Capital Management Guidelines which aim to increase organizational effectiveness.

The Company has identified five key cultural behaviors which have been cascaded to the entire organization through recent trainings:

Customer First, One Team, Grow Together, Make it Simple, Be the Best.

Specific tools have been developed to implement the cultural behaviors which include focused recognitions, story-telling and focused feedback.

We strongly believe that sharing a common culture will help to retain and attract talent and ultimately allow the Company to be more competitive.

The ability to attract, retain, and further develop qualified employees is crucial to the success of CNH’s businesses and its ability to create value over the long term.

CNH’s business is, by its nature, labor intensive and this is reflected in the high number of hourly employees.

Global Human Capital

All CNH employees contribute to the Company's performance in diverse ways, each playing a key role in achieving our business objectives.

The conviction that people are the company's greatest asset is the baseline principle of our Human Capital Management Guidelines which aim to increase organizational effectiveness.

The Company has identified five key core beliefs that have been cascaded to the entire organization:

Customer First, One Team, Grow Together, Make it Simple, and Be the Best.

Specific tools (recognition, story-telling and feedback) are used to reinforce these behaviors and are embedded in the Company's Performance & Talent Management processes.

We strongly believe that sharing a common culture will help attract, develop and retain talent, ultimately allowing the Company to be more competitive.

Our focus on quality, safety, and customer advocacy is embedded in these behaviors and underpins our operational initiatives to reduce the cost of non‑quality and improve customer satisfaction over time.

The ability to attract, develop and retain qualified employees is crucial to the success of the Company and its ability to create long-term value.

The Company's business is labor intensive by nature, which is reflected in the high number of hourly employees.

As of December 31, 2025, CNH had 34,197 employees including 9,129 employees in the U.S.

CNH also retains consultants, independent contractors, and temporary and part-time workers.

Approximately 600 hourly manufacturing employees in the United States were covered by a collective bargaining agreement with the United Automobile, Aerospace, and Agricultural Implement Workers of America with an expiration date of May 2, 2026.

CNH also engages consultants, independent contractors, and temporary and part-time workers.

Approximately 400 hourly manufacturing employees in the United States are covered by a collective bargaining agreement with the United Automobile, Aerospace, and Agricultural Implement Workers of America, which expires on May 2, 2026.

Additionally, approximately 500 U.S.

manufacturing employees are covered by a collective bargaining agreement with International Association of Machinists with an expiration date of April 30, 2028.

manufacturing employees are covered by a collective bargaining agreement with the International Association of Machinists, which expires on April 30, 2028.

In Canada, a small number of employees are covered by a collective bargaining agreement with the United Steelworkers Local Union No.

5917, that expires on April 15, 2026.

In Europe, most employees are covered by collective labor agreements (“CLAs”) stipulated either by a CNH subsidiary or by the employer association for the specific industry to which the CNH subsidiary belongs.

Outside North America and Europe, CNH enters into employment contracts and agreements in those countries in which such relationships are mandatory or customary.

5917, which expires on April 15, 2026, and negotiations for a new collective agreement are underway.

In Europe, most employees are covered by collective labor agreements ("CLAs") stipulated either by a CNH subsidiary or by the employer association for the specific industry to which the CNH subsidiary belongs in the given country.

Outside North America and Europe, CNH enters into employment contracts and agreements in countries where such relationships are mandatory or customary.

Refer to Part I, Item 1A.

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Employee Engagement

CNH’s Board of Directors adopted a Policy on Diversity and Inclusion in 2023 as required by Dutch regulations.

This policy applies to all CNH employees globally and provides that CNH rejects all forms of discrimination that is based on race, ethnicity, gender, sexual orientation, personal or social status, health, physical condition, disability, age, nationality, religious or personal beliefs, political opinion or against any other protected group.

The Global Leadership Team has confirmed the Company's commitment to rejecting any form of discrimination and creating an environment where everyone benefits from equal opportunities for professional growth based on their abilities and skills.

The Global Leadership Team has reaffirmed the Company's commitment to rejecting any forms of discrimination and fostering an environment in which every individual has equal opportunities for professional growth based on their skills and abilities.

Code of Conduct

CNH’s Code of Conduct is one of the pillars of the CNH corporate governance system, which regulates the decision-making processes, and the approach used by the Company and its employees in interacting with all stakeholders.

The Code of Conduct summarizes the values the Company recognizes, adheres to, and fosters, in the belief that integrity and fairness are important drivers of long-term value creation and social and economic development.

CNH's Code of Conduct (the "Code") is one of the pillars of the Company's corporate governance system, which regulates the decision-making process, and guides how the Company and its employees interact with each other and with all stakeholders.

The Code summarizes the values the Company recognizes, adheres to, and promotes, and provides specific guidance to employees on conducting their work with integrity and in alignment with those values.

CNH requires all employees to complete training on the Code and to regularly certify compliance with it.

Additionally, the Company maintains a global ethics and integrity helpline for employees and stakeholders to report questions or concerns regarding potential violations of the Code, Company policies, or the law.

Employee Health and Safety

CNH’s approach to occupational health and safety is based on preventive and protective measures, implemented both collectively and individually, aimed at minimizing the risk of injury in the workplace.

The Company endeavors to ensure optimal working conditions, applying principles of industrial hygiene and ergonomics to processes.

Its safety management system includes the involvement of employees in identifying and reporting work related hazards and potentially unsafe situations.

CNH's approach to occupational health and safety is based on preventive and proactive measures, implemented both collectively and individually, aimed at minimizing the risk of injury in the workplace.

The Company endeavors to ensure optimal working conditions, applying principles of industrial hygiene, ergonomics, and occupational safety across its processes.

Its safety management system includes the involvement of employees in identifying and reporting work related hazards, risks, and potentially unsafe situations.

This approach is intended to promote common, ethical occupational health and safety principles, and enables the achievement of improvement targets using various tools, including training and awareness campaigns.

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Employee Compensation and Benefits

The Company is committed to providing a base pay that, in compliance with local regulations, is competitive with the local market, affordable from a business perspective, and in line with the Company’s achieve and earn philosophy.

CNH has defined a compensation approach that comprises several different components.

This comprehensive package rewards employees for their contribution to the Company’s results and allows them to share in the business success they help to create.

The Company is committed to providing a base pay that, in compliance with local regulations, is competitive with the local market, affordable from a business perspective, and aligned with the Company's achieve and earn philosophy.

CNH has defined a compensation approach that is comprised of several different components.

This comprehensive package rewards employees for their contribution to the Company's results and allows them to have their share in the business success they help to create.

Base salary, benefits, and short and long-term incentives are determined by market-driven benchmarks.

Variable compensation is influenced by individual employee contribution, which is evaluated through a performance evaluation program that is deployed throughout the entire organization.

Short-term incentives are influenced by individual employee contribution, which is evaluated through a performance evaluation program that is deployed throughout the entire organization.

The same metrics and methodology are applied in the annual performance assessment of all eligible employees worldwide.

The Company provides employee benefits programs that comply with local regulatory requirements as well as align with market prevalences.

Additionally, the Company employs a formal process to monitor the application of its core equity and fairness principles to compensation levels, annual salary reviews, and promotions.

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CNH manages the overall training process through an internet-based global learning management system.

The Company builds upon segment-specific training programs, believing that the most effective solutions are specifically tailored to individual needs.

The Company provides a consistent global framework for employee development such as Power Skills, LinkedIn Learning, and leadership programs, while complementing it with targeted offerings at the regional and business level.

This hybrid approach ensures the Company leverages the benefits of global consistency while tailoring solutions to local needs.

Employees are given the opportunity to indicate development and training needs as part of a Performance Management Process, and to propose actions to support their personal development during the year.

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Environmental and Other Regulatory Matters

We engineer, manufacture and sell our products and offer our services around the world, subject to requirements applicable to our products that relate to equipment emissions, product safety and fuel efficiency as well as those applicable to our manufacturing facilities that relate to stack emissions, treatment of waste, water and hazardous materials, prohibitions on soil contamination and worker health and safety.

These extensive regional, national and local laws and regulations often impact the development of our products, including, but not limited to, required compliance with air emissions standards applicable to engines.

We have made, and expect that we may additionally make, significant capital and research and development expenditures to comply with these standards now and in the future.

We are conducting environmental investigatory or remedial activities at certain properties that are currently or were formerly, owned and/or operated by us, or which are being decommissioned.

We believe that the outcome of these activities will not have a material adverse effect on our business, financial position or results of operations while they will restore environmental conditions.

Our operations and the activities of our employees, contractors and agents around the world are also subject to the laws and regulations of numerous countries, including the United States.

CNH develops, manufactures and sells products and offers services around the world, subject to product requirements related to equipment emissions, product safety, and fuel efficiency, as well as requirements applicable to the Company's manufacturing facilities concerning air emissions, waste, and water management, handling of hazardous materials, prohibitions on soil contamination, and worker health and safety.

These extensive regional, national and local laws and regulations often impact the development of the Company's products, including, but not limited to, required compliance with air emissions standards applicable to engines.

CNH has made, and expects to continue to make, significant capital and R&D expenditures to comply with these standards now and in the future.

CNH is conducting environmental investigatory or remedial activities at certain properties that are currently, or were formerly, owned and/or operated by the Company, or that are being decommissioned.

The Company believes that the outcome of these activities will not have a material adverse effect on its business, financial position or results of operations while helping to restore environmental conditions.

The Company's operations and the activities of our employees, contractors and agents around the world are subject to the laws and regulations of numerous countries, including the United States.

These laws and regulations include data privacy requirements, labor relations laws, tax laws, antitrust regulations, prohibitions on payments to governmental officials and others, federal and state environmental regulations, import and trade restrictions and export requirements.

Any violations of such law or regulation could also result in prohibitions on our ability to offer our products and services in one or more countries and could have a material adverse effect on our business, results of operations and financial condition.

Our operations globally are also subject to risks of violations of laws prohibiting improper payments and bribery, including the U.S.

Any violations of such laws or regulations could also result in prohibitions on the Company's ability to offer products and services in one or more countries and could have a material adverse effect on the business, results of operations and financial condition.

CNH global operations are also subject to risks of violations of laws prohibiting improper payments and bribery, including the U.S.

Foreign Corrupt Practices Act and the U.K.

Bribery Act as well as a range of national anti-corruption and antitrust or competition laws that apply to conduct in a particular jurisdiction.

We have implemented a program to promote compliance with these laws and to reduce the likelihood of potential violations.

Our compliance program, however, may not in every instance protect us from acts committed by our employees, agents, contractors, or collaborators that may violate the applicable laws or regulations of the jurisdictions in which we operate.

Such improper actions could subject us to civil or criminal investigations and monetary, injunctive and other penalties as well as damage claims.

Bribery Act, as well as a range of national anti-corruption and antitrust or competition laws that apply within specific jurisdictions.

The Company has implemented a compliance program to promote adherence to these laws and reduce the likelihood of potential violations.

However, the program may not in every instance protect the Company from acts committed by its employees, agents, contractors, or collaborators that may violate applicable laws or regulations in the jurisdictions in which CNH operates.

Such improper actions could subject the Company to civil or criminal investigations and monetary, injunctive and other penalties or damage claims.

Available Information

Our internet address is www.cnh.com .

Beginning with its quarterly report for the period ended September 30, 2022, the Company elected to comply with its ongoing reporting obligations under the Exchange Act by voluntarily filing its periodic reports including its U.S.

GAAP financial statements on the reporting forms for domestic issuers, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K.

We make the following reports filed by us available, free of charge, on our website under the heading "Investor Relations;

Financial Information;

SEC Filings".

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• quarterly reports on Form 10-Q;

• current reports on Form 8-K and Form 6-K;

• current reports on Form 8-K;

• proxy statement, and annual meeting materials for the annual meetings of stockholders.

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None of these materials, including the other materials available on our website, are incorporated by reference into this Annual Report on Form 10-K unless expressly provided herein.

Information about our Executive Officers

The names of our executive officers, their ages, and positions as of February 28, 2025 are as set forth below.

Our executive officers serve at the discretion of our Board of Directors.

Information about CNH Executive Officers

The names, ages and positions of CNH executive officers as of February 26, 2026 are shown below.

CNH executive officers serve at the discretion of the Board of Directors.

Name Current Position with CNH

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Gerrit Marx (50) Chief Executive Officer (2024) CEO of Iveco Group (2022-2024), President of Commercial and Specialty Vehicles at CNH (2019-2021)

Oddone Incisa (52) Chief Financial Officer (2020) President of Financial Services at CNH (2013 - 2024)

Humayun Chishti (50) President, Construction (2024) Global finance business partner for CNH Construction (2020-2024), Director of Financial Planning and Analysis for CNH Agriculture (2019)

Nickolas (55) Chief Financial Officer (2025) CFO of Martin Marietta Materials, Inc.

Humayun Chishti (51) President, Construction (2024) Vice President, Global Finance for CNH Construction (2020-2024), Director of Financial Planning and Analysis for CNH Agriculture (2019)

Douglas MacLeod (55) President, Financial Services (2024) President of CNH Industrial Capital LLC (2021- 2023), Global Finance Business Partner for CNH Financial Services (2011-2021)

Stefano Pampalone (58) Agriculture Chief Commercial Officer (2024) President, Construction at CNH (2019-2024)

Roberto Russo (65) Chief Legal and Compliance Officer (2021) General Counsel at CNH (2013-2021)

Jay Schroeder (54) Chief Technology Officer (2024) Global Agriculture Product Development (2021-2023), and various R&D and Product Development leadership positions (2020 and prior)

Kelly Manley (50)

Chief Human Resources Officer (2024) Chief Diversity & Inclusion, Sustainability and Transformation Officer at CNH (2021-2024) and Vice President of Global Talent, Leadership & Learning for Fiat Chrysler Automobiles group (2005-2020)

Britton Worthen (52) Chief Legal and Compliance Officer (2025) Chief Legal Officer at Nikola Corporation (2015-2025)

Jay Schroeder (55) Chief Technology Officer (2024) Global Agriculture Product Development (2021-2023) at CNH, following various R&D and Product Development leadership positions (2020 and prior)

Francesco Tutino (46) Chief Human Resources Officer (2025) Group Chief Human Resources & Organizational Officer at Prysmian (2024), Chief Human Resources and IT Officer at Iveco Group (2022-2024)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business