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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-28 · 196 added, 129 removed, 341 unchanged (49% of the section changed)

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Although risks are organized by headings, and each risk is discussed separately, many are interrelated.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future

events, or otherwise.

You should, however, consult any subsequent disclosures we make from time to time in materials filed with the SEC.

SUMMARY RISK FACTORS

Our business is subject to a number of risks, including but not limited to:

Strategic risks — macroeconomic cycles, trade and political risks, competitive and innovation challenges, execution of strategic initiatives, and environmental and demand shifts — are material risks that could adversely affect our results of operations, financial condition and cash flows.

• Global economic conditions, including the agricultural market business cycle, impact our businesses .

• We are exposed to political, economic, trade and other risks beyond our control as a result of operating a global business .

▪ International trade policies may impact demand for our products and our competitive position .

• Reduced demand for equipment would reduce our sales and profitability.

• Competitive activity, or failure by us to respond to actions by our competitors, could adversely affect our results of operations .

• Changes in government monetary or fiscal policies may negatively impact our results .

• Our future performance depends on our ability to innovate and on market acceptance of new or existing products .

• If we are unable to deliver precision technology solutions to our customers, it could materially adversely affect our performance.

• We may face challenges to our intellectual property rights which could adversely affect our reputation, business and competitive position.

• We may not realize all of the anticipated benefits from our business improvement and cost reduction initiatives .

• We may not be able to realize anticipated benefits from any acquisitions and, further, challenges associated with strategic alliances may have an adverse impact on our results of operations .

• Our business may be affected by climate-related risks, unfavorable weather conditions or other calamities .

• Changes in demand for food and alternative energy sources could impact our revenues .

Operational risks include supplier and dealer dependencies, emerging‑market and expansion risks, legal and contingent-liability exposures, and workforce and execution challenges that could materially affect our results.

• We depend on suppliers for raw materials, parts and components .

• Our existing operations and expansion plans in emerging markets entail significant risks .

• Dealer equipment sourcing and inventory management decisions could adversely affect our sales .

• Our results of operations may be adversely impacted by various types of claims, lawsuits, and other contingent obligations .

• We face risks associated with our employment relationships .

• Our ability to execute our strategy depends upon our ability to attract, develop and retain qualified personnel.

Cybersecurity and digital risks include potential breaches, system failures, vulnerabilities in connected products, and technical or regulatory constraints that could limit the development and deployment of advanced automation, any of which could materially affect operations, data security, and our financial or reputational position.

• Cybersecurity breaches or IT system disruptions could impair operations, compromise data, and result in legal, financial, or reputational harm.

• Our information technology systems may be susceptible to cybersecurity threats, failures, and other disruptions.

• Unauthorized access to, or manipulation of, our connected products could diminish customer confidence and result in potential legal or financial exposure.

• Technical or regulatory limitations may impact our ability to develop and deploy advanced automation, autonomy, and artificial intelligence.

• Disruptions or failures in our technology systems could adversely affect our business.

Compliance risks include evolving regulatory requirements, privacy and financial‑services rule changes, enforcement exposure that could materially affect our financial condition, results and investor confidence.

• We are subject to increasingly stringent and evolving laws that impose significant compliance costs.

• We are subject to extensive laws and regulations, the violation of which could expose CNH to potential liabilities, increased costs and other adverse effects.

• Changes in privacy laws could disrupt our business.

• New regulations or changes in financial services regulations could adversely impact us .

Financial and taxation risks — including financing and covenant constraints, market volatility, Financial Services credit concentration, pension funding, high leverage, tax‑residency and passive foreign investment company ("PFIC") exposure — could materially affect our liquidity, results of operations and cash flows.

• Difficulty in obtaining financing or refinancing existing debt could impact our financial performance.

• We are subject to exchange rate fluctuations, interest rate changes and other market risks.

• Because Financial Services provides financing for a significant portion of our sales worldwide, our operations and financial results could be impacted materially should negative economic conditions affect the financial services industry .

• An increase in delinquencies or repossessions could adversely affect the results of Financial Services.

• We may be exposed to shortfalls in our pension plans.

• We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and may limit our financial and operating flexibility.

• Restrictive covenants in our debt agreements could limit our financial and operating flexibility.

• CNH Industrial N.V.

operates, and intends to continue to operate, as a company that is resident in the U.K.

for tax purposes;

other tax authorities may treat CNH Industrial N.V.

as being tax resident elsewhere.

• The Company could be characterized as a PFIC for U.S.

federal income tax purposes

• We may incur additional tax expense or become subject to additional tax exposure .

Risks related to our common shares :

The loyalty voting program may reduce share liquidity and market value, entrench existing management, deter potential acquirers and increase governance and investor‑relations risks, any of which could negatively affect the market price of our common shares.

• The loyalty voting program may affect the liquidity of our common shares and reduce our share price .

• The loyalty voting program may prevent or frustrate attempts by our shareholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common shares may be lower as a result

These risks should be considered in light of the actions we have taken to strengthen our business model, including targeted cost‑reduction initiatives, supply‑chain transformation programs such as the Strategic Sourcing Program, our company‑wide quality agenda, and maintaining robust liquidity and funding access.

While these initiatives do not eliminate the risks described below, they are intended to enhance our resilience through industry cycles and periods of macroeconomic and trade uncertainty.

STRATEGIC RISKS

Global economic conditions impact our businesses .

Our results of operations and financial position are and will continue to be influenced by macroeconomic factors – including changes in gross domestic product, the level of consumer and business confidence, changes in interest rates, the availability of credit, inflation and deflation, energy prices, the cost of commodities or other raw materials, and the imposition of trade tariffs and other counter measures – which exist in the countries and regions in which we operate.

Global economic conditions, including the agricultural market business cycle, impact our businesses .

Our results of operations and financial position are and will continue to be influenced by macroeconomic factors – including changes in gross domestic product, the level of consumer and business confidence, changes in interest rates, the availability of credit, inflation and deflation, energy prices, the cost of commodities or other raw materials, and the imposition of trade tariffs and other trade policies – which exist in the countries and regions in which we operate.

Such macroeconomic factors vary from time to time and their effect on our results of operations and financial position cannot be specifically and singularly assessed and/or isolated.

Economic conditions vary across regions and countries, and demand for our products and services generally increases in those regions and countries experiencing economic growth and investment.

Slower economic growth or a change in global mix of regions and countries experiencing economic growth and investment could have an adverse impact on our business, results of operations and financial condition.

Slower economic growth or a change in global mix of regions and countries experiencing slower economic growth and investment could have an adverse impact on our business, results of operations and financial condition.

In a weaker economic environment, dealers and customers may delay or cancel plans to purchase our products and services and may not be able to fulfill their obligations to us in a timely fashion.

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Our suppliers may also be impacted by economic pressures, which may adversely affect their ability to fulfill their obligations to us or the price or availability of supplies we require.

These factors could result in product delays, increased accounts receivable, defaults and inventory challenges.

Our success largely depends on the vitality of the agricultural industry.

Historically, the agricultural industry has been cyclical and subject to a variety of economic and other factors.

These factors could result in product delays, increased accounts receivable balances, defaults and inventory challenges.

Our success largely depends on the vitality of the agricultural industry, which tends to exhibit cyclicality.

Negative conditions in the agricultural industry cause weakened demand for our products and services, might limit our access to funding and adversely affect our operating efficiencies.

Historically, the agricultural industry has been cyclical and subject

to a variety of economic and other factors.

Sales of agricultural equipment, in turn, are also cyclical and generally reflect the economic health of the agricultural industry.

The economic health of the agricultural industry is affected by numerous factors, including farm income, farmland values, and debt levels and financing costs, all of which are influenced by the levels of commodity and protein prices, world grain stocks, acreage available and planted, crop yields, agricultural product demand, soil conditions, farm input costs, government policies, government subsidies and weather and climate conditions.

The economic health of the agricultural industry is affected by numerous factors, including changes in general economic conditions farm income, farm input costs, farmland values, and debt levels and financing costs, all of which are influenced by the levels of commodity and protein prices, world grain stocks, acreage available and planted, crop yields, agricultural product demand, soil conditions, farm input costs, government policies, government subsidies and weather and climate conditions.

Downturns in the agricultural industry due to these and other factors, which could vary by market, have in the past resulted in, and could in the future continue to result in, decreases in demand for agricultural equipment, adversely affecting our performance.

Moreover, the unpredictable nature of many of these factors and the resulting volatility in demand make it difficult for us to accurately predict sales and optimize production.

This, in turn, can result in higher costs, including inventory carrying costs and underutilized manufacturing capacity.

During previous downturns in the agricultural industry, we experienced significant and prolonged declines in our performance, and we expect our business to remain subject to similar market fluctuations in the future.

In 2025, unfavorable market conditions resulted in lower sales volumes, lower production, lower manufacturing capacity utilization, higher sales discounts, and a higher provision for credit losses.

We expect certain of these conditions to persist in fiscal year 2026.

Changes in interest rates and the agricultural market business cycle are driven by factors outside of our control, and as a result we cannot reasonably foresee when these conditions will fully subside.

If these conditions persist or worsen, it could continue to have an adverse impact on our business, results of operations and financial condition.

Changes in interest rates and the agricultural market business cycle are driven by factors outside of our control;

however, we are calibrating production, inventory levels, and commercial programs to current conditions and will adjust as markets stabilize.

We are exposed to political, economic, trade and other risks beyond our control as a result of operating a global business .

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These risks include:

• changes in laws, regulations and policies that affect, among other things:

– International trade in particular jurisdictions, including tariffs, and other counter measures;

• changes in, and uncertainty concerning, laws, regulations and policies, and particularly changes and uncertainty that affect, among other things:

– International trade in particular jurisdictions, including tariffs, and other counter measures that restrict the import and export of our products, components and raw materials;

– currency restrictions;

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– where, to whom, and what type of products may be sold, including new or additional trade or economic sanctions imposed by the United States, European Union, the United Kingdom or other governmental authorities and supranational organizations (e.g., the United Nations);

▪ economic and political instability in the markets in which we operate;

• regulations from changing world organization initiatives and agreements;

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• disruption in the supply of raw materials and components (e.g.

as a result of pandemics or sanctions), including rare materials (they might be easily subjected to sudden cost increases due to a variety of factors, including speculative measures or unforeseen political changes);

as a result of trade regulations, pandemics or sanctions), including rare materials (they might be easily subjected to sudden cost increases due to a variety of factors, including speculative measures or unforeseen political changes);

• changes in governmental farm programs or subsidy programs in certain significant markets, including the Brazilian government discontinuing programs subsidizing interest rates on equipment loans;

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More recently, changing policies following recent elections in several major developed countries, changes in or uncertainty surrounding global trade policies and other unanticipated changes to the previous geopolitical order may have negative effects on the global economy, which could limit our ability to capitalize on current and future growth opportunities in international markets.

Further, the continuing war in Ukraine, the Israel-Hamas war and heightened tensions in the Red Sea have given rise to regional instability which has in the past, and may in the future continue, to impact our supply chain and operations.

Further, the continuing war in Ukraine and heightened tensions in the Middle East, including the Red Sea have given rise to regional instability which has in the past, and may in the future continue, to impact our supply chain and operations.

There can be no guarantee that we will be able to quickly and completely adapt our business model to changes that could result from the foregoing, and any such changes may have an adverse effect on our business, results of operations and financial condition.

International trade policies may impact demand for our products and our competitive position .

International trade developments or changes in national laws and policies can affect demand for our products and our competitive position.

Government laws and policies on international trade and investment including sanctions, import quotas, capital controls, tariffs or other retaliatory measures imposed in response to tariffs, whether adopted by non-governmental bodies, individual governments or addressed by regional trade blocks, affect the demand for our products, technology and services, impact the competitive position of our products and, in some instances may prevent us from being able to sell products to certain customers or in certain countries.

government has announced and/or implemented significant new tariffs, including targeted duties on imported steel and aluminum products, as well as baseline tariffs affecting the majority of global imports.

These measures have resulted in (and may in the future result in additional) counter tariffs and other retaliatory measures by other countries.

Furthermore, restrictions in trade resulting from such measures, as well as the resulting impact on global trade and general economic conditions, has had an adverse effect on our business, results of operations and financial condition;

has adversely impacted the availability to us of certain products in certain countries and has disrupted our supply chains, with related impacts to our financial position and results of operations;

has impacted the purchasing power and creditworthiness of our customers, resulting in reduced demand in our Industrial Activities segments or losses in our Financial Services segment;

and could exacerbate inflation, diminish investment and result in broader negative impacts, including economic instability that may adversely impact demand for our products.

In addition, to the extent we are unable to fully recover higher costs resulting from such measures, our margins and profitability could decline.

We may be unable to increase prices concurrently with the implementation of new tariffs, which could result in a prolonged period before our prices align with the higher costs incurred from these tariffs.

This delay in price adjustment may adversely affect our profit margins and overall financial performance.

While there remains significant uncertainty around future policy decisions, we currently expect tariff‑related cost pressures to remain elevated into 2026, particularly in North America, and we continue to adjust sourcing, pricing, and production plans in response.

Reduced demand for equipment would reduce our sales and profitability .

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• new residential and non-residential construction;

• capital spending in oil and gas and, to a lesser extent, in mining;

• capital spending in oil and gas and, to a lesser extent, mining;

• cost of borrowing.

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We operate in highly competitive global and regional markets.

Depending on the particular country and product, we compete with other international, regional and local manufacturers and distributors of agricultural and construction equipment.

Depending on the particular country and product, we compete with other international, regional and local manufacturers and distributors of agricultural and

construction equipment.

Certain of our global competitors have substantial resources and may be able to provide products and services at little or no profit, or even at a loss, to compete with certain of our product and service offerings.

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Competition, particularly on pricing, has increased significantly in the markets in which we compete.

Should we be unable to adapt effectively to market conditions, this could have an adverse effect on our business, results of operations and financial condition.

Should we be unable to adapt effectively to market conditions, this could have an adverse effect on our business, results of operations and financial conditions.

In addition, there has been an increased focus in the industry on integrating automation, machine learning, and other emerging technologies, such as artificial intelligence, into agricultural and construction equipment.

The integration of these technologies into our products is expected to be an increasingly important factor in our competitive positioning in the future.

While CNH has been investing in the integration of new and emerging technologies into our products and manufacturing processes, if we are unable to fully adopt such technologies into our products and processes as quickly or as effectively as our competitors, it could have an adverse effect on the demand for our products and our financial results.

Changes in government monetary or fiscal policies may negatively impact our results .

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Continued periods of increased interest rates could have a dampening effect on the overall economic activity and/or the financial condition of our customers, either or both of which could negatively affect demand for our products and our customers' ability to repay obligations to us.

Central banks and other policy arms of many countries

may take further actions to vary the amount of liquidity and credit available in an economy.

The impact of a change in liquidity and credit policies could negatively affect the customers and markets we serve or our suppliers, which could adversely impact our business, results of operations and financial condition.

Central banks and other policy arms of many countries may take further actions to vary the amount of liquidity and credit available in an economy.

Government initiatives that are intended to stimulate demand for products sold by us, such as changes in tax treatment or purchase incentives for new equipment, can significantly influence the timing and level of our revenues.

The terms, size, and duration of such government actions are unpredictable and outside of our control.

Any adverse change in government policy relating to those initiatives could have a material adverse effect on our business, results of operations and financial condition.

Any adverse change in government policy relating to those initiatives could have a material adverse effect on our business, results of operations and financial conditions.

Our future performance depends on our ability to innovate and on market acceptance of new or existing products .

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Such investments may not produce attractive solutions for our customers.

We also may have to depend on third parties to supply certain hardware or software components or data services in our precision technology products.

Our dealers ability to support such solutions also may impact on our customers, acceptance and demand for such products.

We may also have to depend on third parties to supply certain hardware or software components or data services in our precision technology products.

Our dealer's ability to support such solutions may also impact on our customers' acceptance and demand for such products.

Further, we utilize automation and machine learning and artificial intelligence in some of our products.

While the use of these emerging technologies can present significant benefits, it also creates risks and challenges.

While the use of these emerging technologies can present significant benefits, it also creates risks and challenges as the use of artificial intelligence and other emerging technologies represent

novel business models without an established track record.

Data sourcing, technology, integration and process issues, program bias into decision-making algorithms, security problems, and the protection of privacy could impair the adoption and acceptance of autonomous machine solutions.

If we are not able to deliver precision technology solutions with differentiated features and functionality, or these solutions are not effective, customers may not adopt technology solutions, which could have a material adverse effect on the Company’s reputation and business.

If we are not able to deliver precision technology solutions with differentiated features and functionality, or if these solutions are not effective, customers may not adopt technology solutions, which could have a material adverse effect on the Company's reputation and business.

We may face challenges to our intellectual property rights which could adversely affect our reputation, business and competitive position.

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Despite our controls and safeguards, our technology may be misappropriated by other parties.

This risk is enhanced to the extent that other parties utilize artificial intelligence and other emerging technologies for malicious purposes.

The pursuit of remedies for any misappropriation of intellectual property is expensive and the ultimate remedies may be insufficient.

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As part of our strategic plan, we are actively engaged in a number of initiatives to strengthen our business and increase our productivity, market positioning, efficiency and cash flow, all of which we expect will have a positive long-term effect on our business, results of operations and financial condition.

These initiatives include our enhanced focus on precision technology solutions and alternative propulsion, as well as other initiatives aimed at improving our product portfolio, customer focus and manufacturing and business processes.

These initiatives include our enhanced focus on precision technology solutions and alternative propulsion, as well as other initiatives aimed at improving our manufacturing footprint, product portfolio, customer focus, distribution channel and manufacturing and business processes.

There can be no assurance that we will benefit from these initiatives or others to the extent anticipated, or that the estimated efficiency or cash flow improvements will be realized to the extent anticipated or at all.

If these initiatives are not successful, they could have an adverse effect on our operations.

If these initiatives are not successful, they could have an adverse effect on our operations, our reputation and potentially subject us to additional tariffs or other trade related regulations.

We have implemented targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations.

Failure to realize anticipated savings or benefits from our business initiatives and cost reduction actions could have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

We may not realize all of the anticipated benefits from our new Global Leadership Team strategic priorities.

On July 29, 2024, we announced a new Global Leadership Team ("GLT"), which is designed to deliver the Company's strategic priorities for profitable long-term growth globally.

The new GLT was designed to establish Agriculture as the Company's primary focus while redesigning the Construction segment as a distinct division, with dedicated resources and operational autonomy.

This new structure simplified the leadership matrix and added Manufacturing and Quality & Customer Advocacy as functions.

We believe that these changes will further support our segments in their mission to deliver customer-centric excellence and strategic growth.

However, there can be no assurances that we will realize all of the anticipated benefits from these strategic initiatives.

Implementing these changes involve complexities, costs and uncertainties, and could be disruptive to existing aspects of our business.

In addition, there could be unintended or unforeseen consequences, such as loss of continuity, diversion of management’s attention from other operational activities, adverse impacts on our customers, loss of employees or other unintended costs.

Failure to properly mitigate these risks could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We may not be able to realize anticipated benefits from any acquisitions and, further, challenges associated with strategic alliances may have an adverse impact on our results of operations .

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▪ problems in retaining customers and integrating operations, services, personnel, and customer bases.

If issues were to arise with respect to an acquisition or the parties to one or more of our joint venture or strategic alliances or other relationships for managerial, financial, or other reasons, or if such strategic alliances or other relationships were terminated, our product lines, businesses, results of operations and financial condition could be adversely affected.

Our business may be affected by climate change, unfavorable weather conditions or other calamities .

Poor, severe or unusual weather conditions caused by climate change or other factors, particularly during the planting and early growing season, can significantly affect the purchasing decisions of our agricultural equipment customers.

If issues were to arise with respect to an acquisition or the parties to one or more of our joint ventures or strategic alliances or other relationships for managerial, financial, or other reasons, or if such strategic alliances or other relationships were terminated, our product lines, businesses, results of operations and financial condition could be adversely affected.

Our business may be affected by climate-related risks, unfavorable weather conditions or other calamities .

Poor, severe or unusual weather conditions, particularly during the planting and early growing season, can significantly affect the purchasing decisions of our agricultural equipment customers.

The timing and quantity of rainfall are two of the most important factors in agricultural production.

Insufficient levels of rain prevent farmers from planting crops or may cause growing crops to die, resulting in lower yields.

Excessive rain or flooding can also prevent planting or harvesting from occurring at optimal times and may cause crop loss through increased disease or mold growth.Temperature affects the rate of growth, crop maturity, crop quality and yield.

Excessive rain or flooding can also prevent planting or harvesting from

occurring at optimal times and may cause crop loss through increased disease or mold growth.

Temperature affects the rate of growth, crop maturity, crop quality, and yield.

Temperatures outside normal ranges can cause crop failure or decreased yields and may also affect disease incidence.

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These conditions may also adversely impact the ability of our Financial Services customers to meet their payment obligations.

In addition, natural disasters, pandemic illness, acts of terrorism or violence, acts of war, equipment failures, power outages, disruptions to our information technology systems and networks or other unexpected events could result in physical damage to, and complete or partial closure of, one or more of our manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of parts or component products and disruption and delay in the transport of our products to dealers and customers.

In addition, natural disasters, pandemic illness, acts of terrorism or violence, acts of war, equipment failures, power outages, disruptions to our information technology ("IT") systems and networks or other unexpected events could result in physical damage to, and complete or partial closure of, one or more of our manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of parts or component products and disruption and delay in the transport of our products to dealers and customers.

If such events occur, our financial results might be negatively impacted.

Our existing insurance and risk management arrangements may not protect against all costs that may arise from such events.

Furthermore, the potentially long-term physical impacts of climate change on our facilities, suppliers and customers and therefore on our operations are highly uncertain and will be driven by the circumstances developing in various geographical regions.

Furthermore, the potentially long-term physical impacts of severe weather events and other climate-related incidents on our facilities, suppliers and customers and therefore on our operations are highly uncertain and will be driven by the circumstances developing in various geographical regions.

These may include long-term changes in temperature and water availability.

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Regulators in Europe have also focused efforts on requiring and promoting enhanced disclosure related to sustainability.

[The data required to adhere to such requirements may be based on new and changing reporting requirements, or based on data that is supplied by third parties, all of which could impact the quality and consistency of data.] We may face liabilities in connection with our efforts to comply with these disclosure requirements.

The data required to adhere to such requirements may be based on new and changing reporting requirements or based on data that is supplied by third parties, all of which could impact the quality and consistency of data.

We may face liabilities in connection with our efforts to comply with these disclosure requirements.

In addition, in recent years, governments, policymakers and other stakeholders in other jurisdictions in which we operate have adopted new and evolving requirements and expectations with respect to sustainability-related disclosure and governance processes.

Compliance with these requirements and expectations may require us to adopt new reporting or

governance processes, which may be more complicated or costly due to diverging requirements across the different jurisdictions in which we operate.

Compliance with these requirements and expectations may require us to adopt new reporting or governance processes, which may be more complicated or costly due to diverging requirements across the different jurisdictions in which we operate.

If we are unable to meet the expectations of governments, policymakers and other stakeholders with respect to our sustainability disclosure and governance practices, it could have an adverse effect on our business or reputation.

Changes in demand for food and alternative energy sources could impact our revenues .

Changing worldwide demand for farm outputs to meet the world’s growing food and alternative energy demands, driven by a growing world population and government policies, including those related to climate change, are likely to result in fluctuating agricultural commodity prices, which affect sales of agricultural equipment.

Changing worldwide demand for farm outputs to meet the world's growing food and alternative energy demands, driven by a growing world population and changing government policies, are likely to result in fluctuating agricultural commodity prices, which affect sales of agricultural equipment.

While higher commodity prices will benefit our crop producing agricultural equipment customers, higher commodity prices also result in greater feed costs for livestock and poultry producers, which in turn may result in lower levels of equipment purchased by these customers.

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Moreover, changing alternative energy demands may cause farmers to change the types or quantities of the crops they grow, with corresponding changes in equipment demands.

Finally, changes in governmental policies regulating bio-fuel utilization could affect demand for our equipment and result in higher research and development costs related to equipment fuel standards.

International trade policies may impact demand for our products and our competitive position .

Government policies on international trade and investment such as sanctions, import quotas, capital controls, tariffs or other retaliatory measures imposed in response to tariffs, whether adopted by non-governmental bodies, individual governments or addressed by regional trade blocks, may affect the demand for our products, technology and services, impact the competitive position of our products or prevent us from being able to sell products to certain customers or in certain countries.

Trade restrictions, negotiation of new trade agreements, non-tariff trade barriers, local content requirements, and imposition of new or retaliatory tariffs against certain countries or covering certain products, could continue to limit, our ability to capitalize on current and future growth opportunities in international markets.

These trade restrictions, and changes in, or uncertainty surrounding global trade policies, may affect our competitive position.

For example, following the most recent election and administrative transition in the United States, there have been ongoing discussions and significant changes to United States trade policies, treaties, tariffs and taxes.

To the extent that such policies, or any retaliatory measures imposed in response to such policies, impact our products or trade activities, or those of our customers or suppliers, it could have an adverse effect on our business, results of operations and financial condition.

Finally, changes in governmental policies regulating biofuel utilization could affect demand for our equipment and result in higher research and development costs related to equipment fuel standards.

OPERATIONAL RISKS

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We cannot guarantee that we will be able to maintain access to raw materials, parts and components, and in some cases, this access may be affected by factors outside of our control and the control of our suppliers.

These factors include the negative impact of tariffs and other trade policies on our suppliers and their ability or willingness to timely deliver materials and components.

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

If required, the costs of switching suppliers may be substantial, and could adversely effect the quality and efficiency of our operations.

If required, the costs of switching suppliers may be substantial, and could adversely affect the quality and efficiency of our operations.

Significant disruptions to the supply chain resulting from shortages of raw materials, components, and wholegoods can adversely affect our ability to meet customer demand.

For example, in the past, attacks on merchant ships in the Red Sea caused shipping companies to avoid this region, which have resulted in increased logistics costs.

For example, in the past, attacks on merchant ships in the Red Sea caused shipping companies to avoid this region, which resulted in

increased logistics costs.

While we diligently monitor our supply chain risk and seek to respond promptly to address supply chain and logistics bottlenecks, there can be no assurance that our mitigation plans will be effective to prevent disruptions that may arise from shortages of materials that we use in the production of our products.

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In addition, we could increase our use of suppliers located in such countries.

Our implementation of these strategies will involve a significant investment of capital and other resources and exposes us to multiple and potentially conflicting cultural practices, business practices and legal requirements that are subject to change, including those related to tariffs, trade barriers, investments, property ownership rights, taxation, and sanction, export control,

currency exchange restrictions, capital flows restrictions and customs/import requirements.

For example, we may encounter difficulties in obtaining necessary governmental approvals in a timely manner.

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We sell our products primarily through independent dealers and are subject to risks relating to their inventory management decisions and operating and sourcing practices.

Our dealers carry inventories of finished products and parts as part of ongoing operations and adjust those inventories based on their assessment of future sales opportunities and market conditions, including the level of used equipment inventory.

Our dealers carry inventories of finished products and parts and adjust those inventories based on their assessment of future sales opportunities and market conditions, including the level of used equipment inventory.

If our dealers' inventory levels are higher than they desire, they may postpone product purchases from us, which could cause our sales to be lower than the end-user demand for our products and negatively impact our results.

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Further, dealers who carry other products that compete with our products may focus their inventory purchases and sales efforts on goods provided by other suppliers due to industry demand or profitability.

Such inventory adjustments and sourcing decisions can adversely impact our sales, results of operations and financial condition.

Such inventory adjustments and sourcing decisions can adversely impact our sales, results of operations, and financial conditions.

Our results of operations may be adversely impacted by various types of claims, lawsuits, and other contingent obligations .

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Failure to comply with these remedial measures in a timely manner could result in additional costs and other adverse consequences, including as a result of enforcement actions, fines and penalties, additional remedial measures, the assertion of private litigation claims or reputational damage.

We are also subject to regulation and oversight by securities regulatory authorities in the Netherlands and the United States.

As of June 30, 2024, we determined that CNH no longer qualifies 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 is subject to additional reporting requirements and other standards applicable to U.S.

domestic issuers.

These additional obligations may increase the cost for ensuring compliance with the applicable reporting requirements and may subject us to an enhanced risk of regulatory investigations and private litigation.

The ultimate outcome of these legal matters pending against us is uncertain, and although such legal matters are not expected individually to have a material adverse effect on our financial position or profitability, such legal matters could, in the aggregate, in the event of unfavorable resolutions thereof, have a material adverse effect on our results of operations and financial condition.

Furthermore, we could in the future be subject to judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on our results of operations in any particular period.

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We establish reserves based on our assessment of contingencies, including contingencies related to legal claims asserted against us.

Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a reserve and require us to make payments that exceed our reserves, which could have a material adverse effect on our results of operations and/or financial position.

Subsequent developments in legal proceedings may affect our assessment and estimates of the loss

contingency recorded as a reserve and require us to make payments that exceed our reserves, which could have a material adverse effect on our results of operations and/or financial position.

For further information see "Note 15 :

Commitments and Contingencies” to the consolidated financial statements for the year ended December 31, 2024, for additional information.

A cybersecurity breach could interfere with our operations, compromise confidential information, negatively impact our corporate reputation and expose us to liability .

We rely upon information technology systems and networks, some of which are managed by third parties, in connection with a variety of our business activities.

These systems include supply chain, manufacturing, distribution, invoicing and collection of payments from dealers or other purchasers of our products and from customers of our financial services business, and connectivity services with and among equipment.

We use information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements.

Additionally, we collect and store sensitive data, including intellectual property, proprietary business information and the proprietary information of our customers, suppliers and dealers, as well as personally identifiable information of our dealers, customers and employees, in data centers and on information technology networks.

Operating these information technology systems and networks, and processing and maintaining this data, in a secure manner, are critical to our

business operations and strategy.

Increased information technology security threats (e.g.

worms, viruses, malware, phishing attacks, ransomware, and other malicious threats) and more sophisticated computer crime, including through the use of artificial intelligence and machine learning, pose a significant risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.

Cybersecurity attacks could also include attacks targeting customer data or the security, integrity and/or reliability of the hardware and software installed in our products.

The third parties with which we do business are subject to similar cybersecurity risks.

Any cybersecurity breach impacting the systems and networks of the third parties with which we do business could result in similar adverse effects on our business and reputation.

While we actively manage information technology security risks within our control through security measures, business continuity plans and employee training around phishing and other cyber risks, our information technology networks and infrastructure have been and may be vulnerable to intrusion, attacks or disruptions or shutdowns due to attacks by cyber criminals, employee, supplier or dealer error or malfeasance or supply chain compromise.

A failure or breach in security, whether of our systems and networks or those of third parties on which we rely, could expose us and our customers, dealers and suppliers to risks of misuse of information or systems, the compromising of confidential information, loss of financial resources, manipulation and destruction of data, defective products, production downtimes and operations disruptions, which in turn could adversely affect our reputation, competitive position, businesses and results of operations.

Security breaches could also result in litigation, regulatory action, unauthorized release of confidential or otherwise protected information and corruption of data, as well as remediation costs and higher operational and other costs of implementing further data protection measures.

In addition, as security threats continue to evolve, we may need to invest additional resources to protect the security of our systems and data.

The amount or scope of insurance coverage we maintain may be inadequate to cover claims or liabilities relating to a cybersecurity attack.

Security breaches with respect to our products could interfere with our business and our dealers, and/or customers, exposing us to liability that would cause our business and reputation to suffer.

Our products increasingly include and depend on connectivity hardware and software typically used for telematics services and remote system updates.

While we have implemented security measures intended to prevent unauthorized access to these products, malicious actors have reportedly attempted, and may attempt in the future, to gain unauthorized access to such products including through such connectivity hardware in order to gain control of the products, change the products’ functionality, user interface, or performance characteristics, or gain access to data stored in or generated by the products.

Any unauthorized access to or control of our products or systems or any loss of data could result in legal claims against us or government investigations.

In addition, reports of unauthorized access to our products, systems, and data, regardless of their veracity, may result in the perception that the products, systems, or data are capable of being hacked, which could harm our brands, prospects, and operating results.

Commitments and Contingencies" to the Consolidated Financial Statements for the year ended December 31, 2025 .

We face risks associated with our employment relationships .

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In particular, we are dependent on our ability to attract, motivate and retain qualified personnel with the requisite education, skills, background, talents and industry experience.

Failure to attract and retain qualified personnel, whether as a result of an insufficient number of qualified applicants, difficulty in recruiting new personnel, or the inability to integrate and retain qualified personnel, could impair our ability to execute our business strategy and meet our business objectives.

Failure to attract and retain qualified personnel, whether as a result of an insufficient number of qualified applicants, including applicants with the proper visa and immigration status, difficulty in recruiting new personnel, inadequate resources, or the inability to integrate and retain qualified personnel, could impair our ability to execute our business strategy and meet our business objectives.

These may be affected by the loss of employees, particularly when departures involve larger numbers of employees.

Higher rates of employee separations may adversely affect us through decreased employee morale, the loss of knowledge of departing employees, and the devotion of resources to recruiting and onboarding new employees.

CYBERSECURITY AND DIGITAL RISKS

Cybersecurity breaches or IT system disruptions could impair operations, compromise data, and result in legal, financial, or reputational harm.

We rely extensively on information technology (“IT”) networks and systems—some internally managed and others operated by third‑party providers—to support and deliver a broad range of products, connected solutions, and business processes.

These systems enable key functions across our operations, including product development and connectivity solutions, precision technologies, supply chain management, manufacturing, distribution, invoicing, and the collection of payments from customers and dealers.

Our IT systems also support financial reporting, regulatory compliance, and internal controls.

We collect, process, and store confidential and sensitive data, including intellectual property, proprietary business information, and personal data from employees, dealers, suppliers, and customers.

In addition, connected platforms and digital ecosystems process substantial volumes of agronomic, operational, and machine‑generated data to support customers and enable product development, including advanced analytics, automation solutions, and machine learning applications.

The secure and continuous operation of these systems, networks, and data environments, including those managed by third‑party cloud providers, is critical to our business operations and strategic objectives.

Our information technology systems may be susceptible to cybersecurity threats, failures, and other disruptions.

Despite our implementation of preventive and detective security controls, our IT networks and those of our partners have been, and may continue to be, targeted by increasingly sophisticated cyber threats, including malware, ransomware, phishing attempts, supply chain compromises, and attempts to breach system security through AI‑enabled attack techniques.

These threats also include potential intrusions, data exfiltration, outages, and operational disruptions caused by human error, third‑party failures, system upgrades, natural disasters, or deliberate attacks by cybercriminals or state‑sponsored actors.

Our reliance on third‑party cloud and software‑as‑a‑service providers introduces additional risks because we do not control the underlying infrastructure.

Misconfigurations, outages, or security weaknesses at vendors could result in operational disruptions, unauthorized access to data, or compromised system integrity.

Unauthorized access to, or manipulation of, our connected products could diminish customer confidence and result in potential legal or financial exposure.

Our products rely on embedded software, electronic control units, connectivity modules, telematics interfaces, and networked communication systems.

These technologies expose our equipment to cybersecurity threats, including attempts to gain unauthorized access, manipulate firmware or configuration data, spoof or disrupt in‑vehicle network messages, alter machine performance characteristics, or disable or circumvent emissions‑control or safety‑related systems.

A successful compromise could result in unintended machine behavior, loss of availability of critical functions, system disruption, data manipulation, or unauthorized modification of operational, regulatory‑compliance, or safety‑related settings.

While we employ secure‑by‑design engineering practices, cybersecurity testing, and product‑lifecycle controls, residual vulnerabilities may remain and cannot always be fully mitigated prior to product release.

Newly discovered vulnerabilities, evolving threat activity, aftermarket tuning devices, or customer or third‑party attempts to increase engine horsepower or defeat emissions‑control systems may require corrective updates, enhanced monitoring, or other measures.

Failure to identify, prevent, or remediate such risks could result in regulatory enforcement actions, civil or criminal penalties, warranty or product‑liability claims, customer disputes, or reputational harm.

In addition, reports or perceptions, whether accurate or not, of unauthorized access to our products, systems, or data may create the impression that our products are vulnerable to malicious or unauthorized manipulation.

Any actual or perceived vulnerability, unauthorized access, emissions‑system tampering, or loss of data could reduce customer confidence, diminish sales, or result in legal claims, governmental inquiries, liability, or regulatory penalties, any of which could adversely affect our business, results of operations, and financial condition.

Technical or regulatory limitations may impact our ability to develop and deploy advanced automation, autonomy, and artificial intelligence.

We continue to expand the use of automation, machine learning, and artificial intelligence across our products and operations.

Examples include targeted spraying technologies in our sprayers, collaborative autonomy features, computer‑vision‑driven implement automation, and digital agronomic tools that support customer decision‑making.

These advancements depend on complex datasets, integration of emerging technologies, and robust data governance.

However, the development and deployment of these technologies involve inherent risks, such as:

• data‑quality issues, algorithmic bias, and model inaccuracies;

• integration challenges with legacy systems or third‑party data sources;

• intellectual property considerations, particularly when leveraging third‑party AI tools;

• cybersecurity implications associated with connected or autonomous systems;

• higher product development and system‑testing costs;

• evolving privacy, data protection, and AI‑related regulatory frameworks affecting permissible uses of data and automation technologies.

If we fail to advance these technologies at a pace consistent with industry standards or customer expectations—or if competitors deploy more effective or trusted AI‑enabled solutions—our competitive position could be negatively affected.

Disruptions or failures in our technology systems could adversely affect our business.

Our dependence on interconnected technology solutions across the enterprise continues to increase.

System failures, difficulties in implementing new systems, poor integration, or unexpected outages could result in operational delays, reduced product demand, increased cost to serve customers, or inability to support dealers and end‑users effectively.

A significant disruption in any of our core systems or digital platforms could weaken customer confidence and have a material adverse effect on our business, financial condition, and operating results.

COMPLIANCE RISKS

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We expect the extent of legal requirements affecting our businesses and our costs of compliance to continue to increase in the future.

Such laws govern, among other things, products – with requirements on emissions of polluting gases and particulate matter, increased fuel efficiency and safety becoming increasingly strict, and industrial plants – with requirements for reduced air emissions, treatment of waste and water, and prohibitions on soil contamination also becoming increasingly strict.

Such laws govern, among other things, products – with requirements on emissions of polluting gases and particulate matter, increased fuel efficiency and safety constantly evolving, and industrial plants – with requirements for reduced air emissions, treatment of waste and water, and prohibitions on soil contamination also constantly changing.

To comply with such laws, we make significant investments in research and development and capital expenditures and expect to continue to incur substantial costs in the future.

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Further, environmental, health and safety regulations change from time to time, as may related interpretations and other guidance.

For example, changes in environmental and climate change laws, including laws relating to engine and equipment emissions, safety regulations, sustainability, fuel requirements, restricted substances, or greenhouse gas emissions, could lead to new or additional investments in product designs to comply with these regulations.

For example, changes in environmental and sustainability-related laws, including laws relating to engine and equipment emissions, safety regulations, sustainability, fuel requirements, restricted substances, or greenhouse gas emissions, could lead to new or additional investments in product designs to comply with these regulations.

Our internal combustion engines are primarily supplied by FPT Industrial S.p.A., a company controlled by Iveco N.V., and compliance with emissions regulations is contractually allocated to our suppliers.

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For example, so-called "right to repair" legislation proposals in certain states and at the federal level in the U.S.

could require us to provide access to the software code embedded in our products, which, among other harmful consequences, could create product safety issues, compromise engine emissions and performance controls, adversely affect the protection of our intellectual property, and limit our ability to recoup necessary investments in innovation and research and development.

In addition, as we incorporate artificial intelligence and other emerging technologies into our products and operations, we may become subject to additional regulations, which could result in increased costs, liabilities or claims in connection with our use of such technologies.

We are subject to extensive laws and regulations, the violation of which could expose CNH to potential liabilities, increased costs and other adverse effects.

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We may be required to incur significant costs to comply with these and other privacy and data security laws, rules and regulations.

Any inability to adequately address privacy and

security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position.

Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position.

New regulations or changes in financial services regulations could adversely impact us .

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In addition, an investigation or enforcement action in one jurisdiction could result in similar investigations or enforcement actions being initiated across multiple jurisdictions, further increasing our compliance costs.

In North America, for example, our Financial Services segment is subject to regulations that affect the origination, servicing, and securitization of receivables as well as limit the ability of our customers to enter into hedging transaction or finance purchases of our equipment.

In North America, for example, our Financial Services segment is subject to regulations that affect the origination, servicing, and securitization of receivables.

Future regulations from federal, state or provincial regulators may affect our ability to engage in these capital market activities or increase the effective cost of such transactions, which could adversely affect our financial position, results of operations and cash flows.

We have identified a material weakness in our internal control over financial reporting.

If our remediation of this material weakness is not effective, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, investors may lose confidence in the accuracy and completeness of our financial reports and the trading price of our common shares may decline.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified a material weakness in our internal control over financial accounting in each of the past two fiscal years.

In connection with the preparation of our annual report for the year ended December 31, 2023, we identified a material weakness in our internal control over financial reporting relating to the design and implementation of information technology, or IT, general controls in the areas of user access limits and segregation of duties related to enterprise resource planning (ERP) applications.

We believe that we have taken appropriate actions to remediate this material weakness in internal control over financial reporting.

In connection with the preparation of our annual report for the year ended December 31, 2024, we identified a subsequent material weakness in our control over financial reporting relating to deficiencies in the design and implementation of controls around the existence and completeness of raw material and work-in-process inventory.

We are in the process of taking steps intended to remediate this new material weakness.

For additional information, see “Item 9A.

Controls and Procedures.”

If we fail to effectively remediate any material weakness in our internal control over financial reporting, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may be unable to accurately or timely report our financial condition or results of operations.

We also could become subject to sanctions or investigations by the securities exchange on which our common shares are listed, the SEC or other regulatory authorities.

In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets, and the trading price of our common shares may decline.

FINANCIAL AND TAXATION RISKS

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Our ability to access the capital markets or other forms of financing and related costs is highly dependent on, among other things, the credit ratings of CNH Industrial N.V., its subsidiaries, ABS and other debt instruments.

Rating agencies may review and revise their ratings from time to time, and any downgrade or other negative action with respect to our credit ratings by one or more rating agencies may increase our cost of capital, potentially limit our access to sources of financing, and have a material adverse effect on our business, results of operations and financial condition.

Rating agencies review and revise their ratings from time to time, and downgrades or other negative actions with respect to our credit ratings by one or more rating agencies may increase our cost of capital, potentially limit our access to sources of financing, and have a material adverse effect on our business, results of operations and financial condition.

We are subject to exchange rate fluctuations, interest rate changes and other market risks.

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We are subject to currency exchange risk to the extent that our costs are denominated in currencies other than those in which we earn revenues.

In addition, the reporting currency for our

Consolidated Financial Statements is the U.S.

In addition, the reporting currency for our Consolidated Financial Statements is the U.S.

Certain of our assets, liabilities, expenses and revenues are denominated in other currencies.

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For additional information, see "Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.” to the consolidated financial statements at December 31, 2024.

Quantitative and Qualitative Disclosures About Market Risk" of this Form 10-K.

We also face risks from currency devaluations.

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Financial Services' liquidity and ongoing profitability depend largely on timely access to capital in order to meet future cash flow requirements and to fund operations and costs associated with engaging in diversified funding activities.

Additionally, negative market conditions, like those experienced in 2024 that are likely to persist in 2025, could reduce customer confidence levels, resulting in declines in credit applications and increases in delinquencies and default rates, which could materially impact Financial Services’ write-offs and provision for credit losses.

Additionally, negative market conditions,like those experienced in 2025, which have included higher provisions for credit losses and increased risk costs in certain regions, particularly South America;

the persistence or worsening of such conditions into 2026 could further impact our Financial Services performance.

Financial Services may also experience residual value losses that exceed its expectations caused by lower pricing for used equipment and higher than expected equipment returns at lease maturity.

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We may be exposed to shortfalls in our pension plans.

At December 31, 2024, the funded status for our defined benefit pension, healthcare and other post-employment benefit plans was a deficit of $356 million.

The funded status is subject to many factors, as discussed in “Management's Discussion and Analysis of Financial Conditions and Results of Operation—Critical Accounting Estimates—Pension and Other Post-employment Benefits,” as well as “Note 13:

At December 31, 2025, the funded status for our defined benefit pension, healthcare and other postemployment benefit plans was a deficit of $327 million.

The funded status is subject to many factors, as discussed in "Management's Discussion and Analysis of Financial Conditions and Results of Operation—Critical Accounting Estimates—Pension and Other Postemployment Benefits," as well as "Note 13 :

Employee Benefit Plans and Postretirement Benefits" to the Consolidated Financial Statements for the year ended December 31, 2025.

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We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and may limit our financial and operating flexibility.

As of December 31, 2024, we had an aggregate of $26,882 million (including $23,173 million relating to Financial Services’ activities) of consolidated gross indebtedness, and our equity was $7,713 million, including non-controlling interests.

As of December 31, 2025, we had an aggregate of $26,762 million (including $22,861 million relating to Financial Services' activities) of consolidated gross indebtedness, and our equity was $7,772 million, including noncontrolling interests.

The extent of our indebtedness could have important consequences on our operations and financial results, including:

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CNH Industrial N.V.

operates and will continue to operate, as a company that is resident in the U.K.

operates, and intends to continue to operate, as a company that is resident in the U.K.

for tax purposes;

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and may levy Dutch corporate income tax on CNH Industrial N.V..

and tax authorities in jurisdictions outside the U.K.

Further, tax authorities in jurisdictions outside the U.K.

and the Netherlands could challenge the application of tax treaties, which could have a material adverse effect on our results of operations and financial condition.

CNH Industrial N.V.

should not be deemed resident in Italy under Italian domestic law except to the extent of CNH Industrial N.V.'s Italian branch, and should be deemed resident exclusively in the U.K.

should not be deemed resident in Italy under Italian domestic law except to the extent of CNH Industrial N.V.'s Italian branch.

CNH Industrial N.V.

should be deemed resident exclusively in the U.K.

from the date of its incorporation for purposes of the Italy-U.K.

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and the Netherlands could challenge the application of tax treaties, which could result in a material adverse effect on our results of operations and financial condition.

The Company could be characterized as a passive foreign investment company (PFIC) for U.S.

federal income tax purposes The U.S.

federal income tax rules provide specific tax rules applicable to shareholders in companies that meet the definition of a passive foreign investment company (“PFIC”) for U.S.

The Company could be characterized as a PFIC for U.S.

federal income tax purposes.

federal income tax rules provide specific tax rules applicable to shareholders in companies that meet the definition of a PFIC for U.S.

federal income tax purposes.

We believe that the Company is not a passive foreign investment company, but this conclusion is a factual determination made annually and may be subject to change.

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We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision.

However, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes of these audits could have a material impact on our business, results of operations, financial condition, and cash flows, see Management's Discussion and Analysis of Financial Condition and Results of Operations - Taxation .

The Organization for Economic Cooperation and Development (the "OECD") has proposed a global minimum tax of 15% of reported profits ("Pillar Two") that has been agreed upon in principle by over 140 countries.

Pillar Two legislation has been enacted in one or more jurisdictions in which the Company operates and the Company has determined it is within the scope of the legislation.

The Company has assessed the impact of the Pillar Two legislation and related transitional safe harbor provisions and does not expect the tax impacts of the legislation to have a material impact on the Company's financial results during 2024;

however, the impact to the Company could change if other jurisdictions, such as the United States, enact counter-measures or if there are changes to the application or interpretation of the Pillar Two rules and corresponding safe harbors.

See Management's Discussion and Analysis of Financial Condition and Results of Operations - Taxation.

RISKS RELATED TO OUR COMMON SHARES

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For further information, see "Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and Note 22 Related Party Information to the consolidated financial statements at December 31, 2024 .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" and "Note 22:

Related Party Information" to the Consolidated Financial Statements at December 31, 2025 .

Such shareholders participating in the loyalty voting program could effectively prevent change of control transactions that may otherwise benefit our shareholders.

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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 1A. Risk Factors