What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 1041 added, 1469 removed, 1998 unchanged (56% of the section changed)

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Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, due to the material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2024.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management's Annual Report on Internal Control over Financial Reporting

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control—Integrated Framework .

Based on our assessment, and the material weakness noted below, we believe that, as of December 31, 2024 our internal control over financial reporting was not effective.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control—Integrated Framework .

Based on our assessment, we believe that, as of December 31, 2025, our internal control over financial reporting was effective.

Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2025 Consolidated Financial Statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting.

The report appears on page 40 .

Material Weakness in Internal Control over Financial Reporting – Inventory Management

In connection with the preparation of our Annual report on Form 10-K for the year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting.

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 our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weakness relates to deficiencies in the operating effectiveness of internal controls related to the existence and completeness of raw material and work-in-process inventory.

These control deficiencies have not resulted in an error or misstatements to our financial statements or the need to revise any previously published financial results.

However, the control deficiencies could have resulted in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute a material weakness.

We, with the oversight of the Audit Committee of the Board of Directors, are taking actions to remediate the material weakness in internal control over financial reporting.

Such remediation actions include:

• Develop a remediation plan, which will include hiring consulting professionals with knowledge and experience specific to cycle count internal controls to assist us in evaluating and making recommendations to improve our current raw material and work-in-process cycle count program and controls, including more effective use of the IT systems used to facilitate these cycle counts, to ensure compliance with our policy;

• Performing full-physical inventory counts of raw material and work-in-process inventory in the fourth quarter of 2025 at certain locations;

• Developing standard operating procedures to ensure consistent communication of the raw material and work-in-process inventory count process and adherence to our cycle count policy at facilities managed by us and third-party warehouse service providers;

• Providing training on standard operating procedures, cycle count policy and related internal controls to plant personnel responsible for the cycle count program and inventory processes to ensure the controls are operating effectively going forward.

Remediation of Material Weakness in Internal Control over Financial Reporting – Inventory Management

In connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting related to the existence and completeness of raw material and work-in-process inventory.

We have taken all necessary corrective actions to remediate the material weakness throughout 2025, including engaging consulting professionals to improve our current cycle count program, performing full-physical inventory counts at certain locations in the fourth quarter of the year, developing standard operating procedures to ensure consistent communication of the inventory count processes at facilities managed by us and third-party warehouse service providers, and providing training on these standard operating procedures.

We have concluded that the material weakness has been remediated as of December 31, 2025.

Changes in Internal Control over Financial Reporting

As described above, the Company has identified a material weakness related to inventory management.

We are undertaking the remediation actions described above to remediate the material weakness that exists as of December 31, 2024.

There have been no other changes in our internal control over financial reporting during the fiscal year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the changes discussed above as a result of remediation of the previously reported material weakness there have been no changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting

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and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment:

material weakness related to the operating effectiveness of internal controls related to the existence and completeness of raw material and work-in-process inventory.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied

in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

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Director and Executive Officer Trading Arrangements

Change to PSUs Granted as Part of the 2025-2027 Long-term Incentive Program

In light of the unprecedented and unforeseen impact of tariffs, countermeasures and other international trade issues, on February 25, 2026, CNH's Human Capital and Compensation Committee approved the removal from the performance share units granted to employees of the Company, including CNH's Named Executive Officers who are currently employed by CNH, in respect of the Performance Share Units ("PSUs") granted as part of the 2025-2027 Long-Term Incentive Plan (the "LTIP" and the " 2025-2027 PSUs ") of the requirement that both performance metrics must meet or exceed threshold performance in order for any payout of PSUs to occur.

All other terms and conditions applicable to the 2025-2027 PSUs remain the same, including the requirement that the number of PSUs earned under the LTIP remains subject to the achievement of financial performance factors.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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This Code of Conduct and our corporate governance policies are posted on our website at https://www.cnh.com/en-US/Our-Company/Governance.

We intend to satisfy disclosure requirements regarding amendments to or waivers from our Code of Conduct by posting such information on this website.

We intend to satisfy disclosure requirements regarding amendments to or waivers from our Code of Conduct by posting such information on our website.

The charters of the Audit Committee, the Environmental, Social and Governance Committee and Human Capital and Compensation Committee are available on our website as well.

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We have adopted an insider trading policy and related procedures governing the purchase, sale and/or other distribution of our securities by directors, officers and employees, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Our insider trading policies and procedures are filed as Exhibit 19.1 to this Form 10-K.

Our insider trading policy and related procedures are filed as Exhibit 19.1 to this Form 10-K.

Executive Compensation

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Report of Independent Registered Public Accounting Firm - (PCAOB ID 34 )

Report of Independent Registered Public Accounting Firm - (PCAOB ID 42 )

Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 and 202 3

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4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act .

(Previously filed as Exhibit 4.3 to the report on Form 10-K of the registrant (File No.

001-36085) and incorporated herein by reference).

10.1* CNH Industrial N.V.

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10.2* Case New Holland Industrial Inc.

2005 Deferred Compensation Plan, restated effective January 1, 2012 (Previously filed as Exhibit 4.9 to the Annual Report on Form 20-F of the registrant for the year ended December 31, 2014 (File No.

001-36085) and incorporated herein by reference).

2005 Deferred Compensation Plan, restated effective August 1, 2023

10.3* CNH Industrial N.V.

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001-36085) incorporated herein by reference).

10.6* Form of Performance Share Agreement (2022-2024) (Previously filed as Exhibit 10.6 to the Annual Report on Form 10-K for the registrant for the year ended December 31, 2022 and incorporated herein by reference).

10.7* Form of Restricted Stock Units Agreement (2022-2024) (Previously filed as Exhibit 10.7 to the Annual Report on Form 10-K for the registrant for the year ended December 31, 2022 and incorporated herein by reference).

10.6* Form of Restricted Stock Units Agreement (2023-2025) (Previously filed as Exhibit 10.13 to the Annual Report on Form 10-K of the registrant for the year ended December 31, 2023 and incorporated herein by reference)

10.7* Form of Performance Share Agreement (2023-2025) (Previously filed as Exhibit 10.14 to the Annual Report on Form 10-K of the registrant for the year ended December 31, 2023 and incorporated herein by reference)

10.8 Agreement and Plan of Merger among Raven Industries, Inc., CNH Industrial N.V.

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(Previously filed as Exhibit 99.2 to Form 6-K of the registrant on June 21, 2021 and incorporated herein by reference).

10.9 Credit Agreement, dated April 19, 2024, by and among CNH Industrial N.V., Citibank Europe PLC, UK Branch, as Facility Agent, and the banks listed therein

10.11* Form of Restricted Stock Units Agreement (2023-2025) (Previously file d as Exhibit 10.13 to the Annual Report on Form 10-K of the registrant for the year ended December 31, 2023 and incorporated herein by reference)

10.9 Credit Agreement, dated April 19, 2024, by and among CNH Industrial N.V., Citibank Europe PLC, UK Branch, as Facility Agent, and the banks listed therein (Previously filed as Exhibit 10.9 to the Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference)

10.10 Extension Letter Agreement, dated March 24, 2024, to the Credit Agreement dated April 19, 2024, by and between CNH Industrial N.V., Citibank Europe plc, UK Branch, as Facility Agent, and the banks listed therein (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on March 28, 2025 (File No.

001-36085) and incorporated herein by reference)

Form of Restricted Stock Units Agreement (2024-2026) (Previously filed as Exhibit 10.13 to the Annual Report on Form 10-K of the registrant for the year ended December 31, 2024 and incorporated herein by reference)

Form of Performance Share Agreement (2024-2026) (Previously filed as Exhibit 10.14 to the Annual Report on Form 10-K of the registrant for the year ended December 31, 2024 and incorporated herein by reference)

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Form of Performance Share Agreement (2025-2027)

10.15* Executive Employment Agreement with Gerrit Marx (Previously filed as Exhibit 10.1 to the the report on Form 8-K of the registrant on June 28, 2024 (File No.

001-36085) and incorporated herein by reference).

10.16* Letter Agreement dated April 20, 2024 with Scott W.

Wine (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on April 22, 2024 (File No.

001-36085) and incorporated herein by reference).

10.17* Amendments to Employment Agreement with Kevin Barr (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on January 12, 2024 (File No.

001-36085) and incorporated herein by reference).

10.18* Letter Agreement dated May 30, 2024 with Derek Neilson (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on May 31, 2024 (File No.

10.15* Executive Employment Agreement with Gerrit Marx (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on June 28, 2024 (File No.

001-36085) and incorporated herein by reference).

10.19* Executive Employment Agreement with Stefano Pampalone (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on January 14, 2025 (File 001-36085) and incorporated herein by reference).

19.1 Insider Trading Policy

10.20* Executive Employment Agreement with James A.J.

Nickolas (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on April 10, 2025 (File No.

001-36085) and incorporated herein by reference).

19.1 Insider Trading Policy (as adopted January 1, 2025)

21.0 Subsidiaries and affiliates of the registrant

23.1 Consent of Ernst & Young LLP.

23.1 Consent of Deloitte & Touche LLP.

Exhibit Description

31.1 Certification of Chief Executive Officer of CNH Industrial N.V., as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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32.1 Certification of Chief Executive Officer of CNH Industrial N.V.

and Chief Financial Officer of CNH Industrial N.V., as required pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit Description

and Chief Financial Officer of CNH Industrial N.V., as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Compensation Recovery Policy of CNH Industrial N.V.

(as adopted November 2, 2023)

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Each person signing below also appoints Gerrit Marx, Oddone Incisa, and Roberto Russo, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem appropriate to enable CNH Industrial N.V.

Each person signing below also appoints Gerrit Marx, James A.J.

Nickolas, and Britton Worthen, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem appropriate to enable CNH Industrial N.V.

to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission.

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February 26, 2026

/s/ ODDONE INCISA Chief Financial Officer

Oddone Incisa (Principal Financial Officer and Principal Accounting Officer)

NICKOLAS Chief Financial Officer

Nickolas (Principal Financial Officer and Principal Accounting Officer)

February 26, 2026

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Risk Factors" of this Annual Report on Form 10-K.

CNH is an equipment and services company engaged in the design, production, marketing, sale, and financing of agricultural and construction equipment.

CNH operates across three business segments:

Agriculture, Construction and Financial Services.

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

We generate revenues and cash flows principally from the sale of equipment to dealers and distributors.

Financial Services provides a range of financial products focused on financing the sale and lease of equipment to our dealers and their customers.

Revenues of Industrial Activities are presented net of discounts, allowances, settlement discounts and rebates, as well as costs for sales incentive programs, determined on the basis of historical costs, country by country, and charged against profit for the period in which the corresponding sales are recognized.

Our sales incentive programs may include the granting by Financial Services of retail financing at discounts to market interest rates.

The corresponding cost to Industrial Activities is recognized at the time of the initial sale and the revenues of Financial Services are recognized on a pro rata basis in order to match the cost of funding.

Principal Factors Affecting Results

Our operating performance is highly correlated to sales volumes, which are influenced by several different factors that vary across our segments.

For our Agriculture segment, the key factors influencing sales are the level of net farm income, which is influenced by commodity prices, and, to a lesser extent, general economic conditions, interest rates and the availability of financing and related subsidy programs.

Variations by region and product are also attributable to differences in typical climate and farming calendars, as well as extraordinary weather conditions.

For our Construction segment, sales levels for heavy construction equipment are particularly dependent on the expected level of major infrastructure construction and repair projects, which is a function of expected economic growth and government spending.

For light construction equipment, the principal factor influencing demand is the level of residential and commercial construction, remodeling and renovation, which is influenced in turn by interest rates and availability of financing, as well as, in the residential sector, levels of disposable income and, in the commercial sector, the broader economic cycle.

Demand for services and service-related products, including parts, is a function of the nature and extent of the use of the related agricultural and construction equipment.

The after-sales market is historically less volatile than the wholegoods market and, therefore, helps reduce the impact on operating results of fluctuations in new sales.

Our cost base principally comprises the cost of raw materials and personnel costs.

Raw material costs are closely linked to commodity markets and largely outside of our control, although we are making a targeted effort to increase procurement and production efficiencies.

Historically, we have been able to pass on to our customers most of the increase in the cost of raw materials through increases in product pricing.

Nevertheless, even when we are able to do so, there is usually a time lag between an increase in materials cost and a realized increase in product prices and, accordingly, our results are typically adversely affected at least in the short-term until price increases are accepted in the market.

Personnel costs change over time and are impacted by the terms of collective bargaining agreements, inflation and average number of employees.

A significant proportion of our employees are based in countries where labor laws impose significant protection of employees’ rights and, accordingly, we have limited ability to downsize our personnel in response to a decrease in production during periods of market downturn.

Our results are also affected by changes in foreign exchange rates from period to period, mainly due to the difference in geographic distribution between our manufacturing activities and our commercial activities, resulting in cash flows from exports denominated in currencies that differ from those associated with production costs.

In addition, our Consolidated Financial Statements are expressed in

dollars and are therefore subject to movements in exchange rates upon translation of the financial statements of subsidiaries whose functional currency is not the U.S.

Finally, our results may be materially affected, directly or indirectly, by governmental policies, including monetary and fiscal policies and policies on international trade and investment.

Global Business Conditions

The global economy is experiencing volatile disruptions due to a combination of factors, including geopolitical events, shifts in trade and economic policies from the new U.S.

presidential administration, change in commodity prices, as well as change in climate conditions.

These disruptions have affected the price and availability of certain products and services used in the Company's operations in 2024, and are expected to persist in 2025.

These factors also affect our customers' profitability, impacting their ability to achieve higher returns on their output, and reducing their purchasing power and demand for our products.

The Company is closely monitoring global economic conditions and the impact that macroeconomic pressures, such as new and retaliatory tariffs, fluctuating currency exchange rates, interest rates and inflation, have on its business, customers, and suppliers.

I n 2025, we operated in a challenging environment characterized by lower industry demand in large agriculture, particularly in the Americas, elevated tariff and input‑cost pressures, and cautious farmer sentiment.

We view 2025 as part of a cyclical downturn in agricultural equipment rather than a structural change in our end markets.

Throughout the year, we prioritized price discipline, production and inventory management, cost‑reduction initiatives, and continued investment in Precision Technology and quality, with the aim of positioning CNH for improved performance as conditions normalize, particularly into 2026 and beyond.

For a discussion of the Company's risks and uncertainties, see Part 1, Item 1A:

"Risk Factors".

Non-GAAP Financial Measures

CNH monitors its operations through the use of several non-GAAP financial measures.

CNH’s management believes that these non-GAAP financial measures provide useful and relevant information regarding its operating results and enhance the readers’ ability to assess CNH’s financial performance and financial position.

Management uses these non-GAAP measures to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions as they provide additional transparency with respect to our core operations.

These non-GAAP financial measures have no standardized meaning under U.S.

GAAP and are unlikely to be comparable to other similarly titled measures used by other companies and are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with U.S.

As of December 31, 2024, CNH’s non-GAAP financial measures are defined as follows:

Adjusted EBIT of Industrial Activities

Adjusted EBIT of Industrial Activities is defined as net income (loss) before:

income taxes, Financial Services' results, Industrial Activities' interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other post-confirm this term is employment benefit costs, restructuring expenses, and certain non-recurring items.

Such non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.

Net Cash (Debt) and Net Cash (Debt) of Industrial Activities

Net Cash (Debt) is defined as total debt less:

intersegment notes receivable, cash and cash equivalents, restricted cash, other current financial assets (primarily current securities, short-term deposits and investments towards high-credit rating counterparties) and derivative hedging debt.

CNH provides the reconciliation of Net Cash (Debt) to Total (Debt), which is the most directly comparable measure included in the consolidated balance sheets.

Due to different sources of cash flows used for the repayment of the debt between Industrial Activities and Financial Services (by cash from operations for Industrial Activities and by collection of financing receivables for Financial Services), management separately evaluates the cash flow performance of Industrial Activities using Net Cash (Debt) of Industrial Activities.

Revenues on a Constant Currency Basis

CNH discusses the fluctuations in revenues on a constant currency basis by applying the prior year average exchange rates to current year’s revenues expressed in local currency in order to eliminate the impact of foreign exchange rate fluctuations from year to year.

Free Cash Flow of Industrial Activities

Free Cash Flow of Industrial Activities (or Industrial Free Cash Flow) refers to Industrial Activities, only, and is computed as consolidated cash flow from operating activities less:

cash flow from operating activities of Financial Services;

investments of Industrial Activities in property, plant and equipment, intangible assets, and assets sold under operating leases;

change in derivatives hedging debt of Industrial Activities;

as well as other changes and intersegment eliminations.

Operating Results

The operations, key financial measures, and financial analysis differ significantly for manufacturing and distribution businesses (Industrial Activities) and financial services businesses;

The operations, key financial measures, and financial analysis, differ significantly for manufacturing and distribution businesses ("Industrial Activities") and financial businesses ("Financial Services");

therefore, management believes that certain supplemental disclosures are important in understanding our consolidated operations and financial results.

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Consolidated Results of Operations

Years Ended December 31,

(in millions of dollars) 2025 2024

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Total Costs and Expenses 17,475 18,379

Income (loss) of Consolidated Group before Income Taxes

Consolidated income before income taxes

Income tax expense (184) (336)

Equity in income of unconsolidated subsidiaries and affiliates

Net income (loss) 1,259 2,287

Net income attributable to noncontrolling interests 13 12

Net income (loss) attributable to CNH Industrial N.V.

Equity in income of unconsolidated affiliates

Net income (loss) attributable to noncontrolling interests

Net income attributable to CNH Industrial N.V.

$ 510 $ 1,246

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

We recorded revenues of $19,836 million in 2024, a decline of 19.6% (down 18.7% on a constant currency basis) compared to 2023.

This decline was mainly due to lower shipment volumes on decreased industry demand and dealer destocking.

We recorded revenues of $18,095 million in 2025, a decline of 8.8% compared to 2024.

This decline was mainly due to lower shipments on decreased industry demand.

See "Business Segment Performance."

Cost of Goods Sold

Cost of goods sold were $12,389 million in 2025 compared to $13,350 million in 2024, a decrease of 7.2% year-over- year.

As a percentage of net sales, cost of goods sold was 78.3% in 2024 (76.3% in 2023), the increase in the percentage from 2023 reflects lower production volumes and unfavorable mix, partially offset by improved purchasing and manufacturing costs.

As a percentage of net sales, cost of goods sold was 80.7% in 2025 (78.3% in 2024), the increase in the percentage from 2024 was due to lower production volumes and tariff costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") decreased to $1,712 million in 2024 (8.6% of revenues) from $1,863 million in 2023 (7.5% of revenues).

The year over year decrease is primarily due to lower labor costs, driven by the Company's restructuring program and lower variable compensation, partially offset by higher credit risk provisions in the Financial Services segment.

Selling, general and administrative expenses ("SG&A") increased to $1,876 million in 2025 (10.4% of revenues) from $1,712 million in 2024 (8.6% of revenues).

The year-over-year increase is primarily due to higher credit risk provisions in the Financial Services segment and higher labor costs.

Research and Development

In 2025, R&D expenses were $1,025 million compared to $924 million in 2024.

The expense in both years was primarily attributable to continued investment in new products, technologies and digital solutions.

R&D expenses were higher in 2025 primarily due to a $172 million non-cash impairment charge related to in-process research & development ("IPR&D") acquired as part of the Raven and Bennamann acquisitions.

Restructuring Expenses

The Company incurred restructuring costs of $22 million and $118 million in 2025 and 2024, respectively.

The Company’s restructuring program announced in November 2023 targeted both labor and non-labor SG&A expenses.

This program was completed in 2024, and the Company has incurred a total of $128 million from launch to December 31, 2024, under it.

These costs primarily relate to the restructuring program announced in November 2023 targeting labor and non-labor SG&A expenses.

This program was substantially complete in 2024, with total costs of $131 million.

Interest Expense

Interest expense increased to $1,611 million in 2024 from $1,345 million in 2023 primarily due to higher average interest rates and higher external borrowings.

The interest expense attributable to Industrial Activities, net of interest income and eliminations, was $152 million in 2024 compared to $76 million in 2023 primarily due to higher external borrowings to support working capital requirements and higher average interest rates.

Interest expense decreased to $1,482 million in 2025 from $1,611 million in 2024 primarily due to lower external borrowings.

The interest expense attributable to Industrial Activities, net of interest income and eliminations, was $114 million in 2025 compared to $152 million in 2024.

Other, net expenses were $681 million in 2025 and included a pre-tax gain of $21 million ($16 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 U.S.

healthcare plan modification and a gain of $14 million for investment fair value adjustments, partially offset by a loss of $17 million on the sale of certain non-core product lines.

healthcare plan modification, and a $62 million impairment of investments in unconsolidated affiliates.

Other, net expenses were $664 million in 2024 and included a pre-tax gain of $24 million ($18 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 U.S.

healthcare plan modification and a gain of $13 million in relation to the fair value remeasurement of previously held investments in Augmenta and Bennamann, offset by a loss of $23 million on the sale of CNH Industrial Russia.

healthcare plan modification and a gain of $14 million for investment fair value adjustments, partially offset by a loss of $17 million on the sale of certain non-core product lines.

Years Ended December 31,

(in millions of dollars, except percentages) 2025 2024

Income (loss) of Consolidated Group before Income Taxes

Consolidated income before income taxes

$ 620 $ 1,457

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Effective tax rate 29.7 % 23.1 %

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

In 2025, income taxes were an expense of $184 million, compared to a tax expense of $336 million in 2024.

The effective tax rates for 2025 and 2024 were 29.7% and 23.1%, respectively.

The decreased tax expense in 2024, as compared to 2023, was largely attributable to lower profit-before tax and the tax impact from Argentina’s highly inflationary economy.

The 2024 tax expense was also reduced by the recognition of $29 million of previously unrecognized deferred tax assets in China, offset by the derecognition of $35 million deferred tax assets in Argentina, increases in withholding tax on dividends, and lower benefit from U.S.

The 2023 effective tax rate was reduced by the recognition of $99 million of previously unrecognized deferred tax assets in the United Kingdom, lower profitability in high-tax jurisdictions as a percent of total profit, higher credits and incentives, and the tax benefits related to the sale of CNH Industrial Russia;

offset the tax impact from the Argentina highly inflationary economy and discrete tax expense associated with prior periods.

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 that it falls 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.

Equity in Income of Unconsolidated Subsidiaries and Affiliates

Equity in income of unconsolidated subsidiaries and affiliates was $138 million in 2024 compared to $178 million in 2023 primarily due to lower sales in our joint venture TürkTraktör ve Ziraat Makineleri A.S.

Industrial Activities and Business Segments

The following tables include Revenues and Adjusted EBIT of Industrial Activities by segment.

We have also included a discussion of our results of Industrial Activities and of each of our segments.

(in millions of dollars, except percentages)

2024 2023 % Change % Change excl.

The tax expense in 2025 was reduced as compared to 2024 due to lower profit-before-tax.

However, the 2025 effective tax rate increased due to the year-over year tax impact of Argentina's highly inflationary economy and the non-recognized tax benefits associated with the non-cash impairment charges related to Monarch Tractors and IPR&D acquired as part of the Raven acquisition.

In 2025, we also recorded a valuation allowance against deferred tax assets generated by Bennamann.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provision of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.The

impacts of the OBBBA legislation did not have a material impact on the Company's financial results during 2025;

further, the Company estimates the OBBBA legislation will not have a material impact on the Company’s financial results during 2026.

Equity in Income of Unconsolidated Affiliates

Equity in income of unconsolidated affiliates was $69 million in 2025 compared to $138 million in 2024 primarily due to lower sales in our joint venture TürkTraktör ve Ziraat Makineleri A.S.

Business Segment Performance

The following table includes total revenues by segment (in millions of dollars, except percentages):

Years Ended December 31,

2025 2024 % Change

Agriculture $ 12,390 $ 14,007 (11.5) %

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Total Revenues $ 18,095 $ 19,836 (8.8) %

(in millions of dollars, except percentages)

2024 2023 (1)

$ Change 2024 Adj EBIT Margin (1)

2023 Adj EBIT Margin

Adjusted EBIT by Segment:

The following table includes Adjusted EBIT of Industrial Activities by segment (in millions of dollars, except percentages):

Years Ended December 31,

2025 2024 $ Change 2025 Adj EBIT Margin 2024 Adj EBIT Margin

Adjusted EBIT:

Agriculture $ 772 $ 1,470 $ (698) 6.2 % 10.5 %

2 unchanged sentences

Adjusted EBIT of Industrial Activities $ 663 $ 1,404 $ (741) 4.3 % 8.2 %

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

(1) A reconciliation from the most closely related U.S.

GAAP measure to this non-GAAP measure is included on page 56 .

Net sales of Industrial Activities were $17,060 million in 2024, down 22.7% compared to the prior year (down 21.9% on a constant currency basis) primarily due to lower shipment volumes on decreased industry demand and dealer destocking.

Adjusted EBIT of Industrial Activities was $1,404 million in 2024 ($2,634 million in 2023), with an Adjusted EBIT margin of 8.2%.

The decline was primarily due to lower shipment volumes on decreased industry demand and unfavorable mix in the Agriculture segment;

partially offset by improved purchasing and manufacturing costs, along with a reduction in SG&A expenses.

Business Segment Performance

The following table includes Agriculture net sales by geographic region in 2024 compared to 2023:

Agriculture Sales – by geographic region:

(in millions of dollars)

Net sales for Agriculture were $12,390 million in 2025, an 11.5% decline compared to 2024.

This decline is mainly due to lower shipment volumes on decreased industry demand.

In North America, industry volume was down 33% year over year in 2025 for tractors over 140 hp and was down 7% for tractors under 140 hp;

combines were down 26%.

In EMEA, tractor and combine demand was down 13% and 3%, respectively.

South America tractor demand was down 1% and combine demand was down 16%.

Asia Pacific tractor demand was up 12% and combine demand was down 26%.

The following table includes Agriculture net sales by geographic region in 2025 compared to 2024 (in millions of dollars, except percentages):

Years Ended December 31,

2025 2024 % Change

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Total $ 12,390 $ 14,007 (11.5) %

Net sales for Agriculture were $14,007 million in 2024, a 22.8% decline (down 22.1% on a constant currency basis) compared to 2023.

This decline is mainly due to lower shipment volumes on decreased industry demand across all regions and dealer inventory unit requirements across all regions.

In North America, industry volume was down 16% year over year in 2024 for tractors over 140 hp and was down 13% for tractors under 140 hp;

combines were down 22%.

In Europe, Middle East and Africa (EMEA), tractor and combine demand was down 13% and 43%, respectively, of which Europe tractor and combine demand was down 12% and 35%, respectively.

South America tractor demand was down 9% and combine demand was down 31%.

Asia Pacific tractor demand was down 1% and combine demand was up 11%.

Adjusted EBIT

Adjusted EBIT was $772 million in 2025, compared to $1,470 million in 2024.

The decline was mostly driven by lower shipment volumes and unfavorable mix, partially offset by improved purchasing and manufacturing costs, along with a reduction in SG&A expenses.

R&D investments accounted for 5.9% of sales (5.2% in 2023).

Adjusted EBIT margin was 10.5%.

The following table includes Construction net sales by geographic region in 2024 compared to 2023:

Construction Sales – by geographic region:

(in millions of dollars) 2024 2023 % Change

The decline, driven by lower shipment volumes and the impact from tariffs, was partially offset by lower quality costs.

R&D expenses accounted for 7.5% of sales (5.9% in 2024), including a $172 million non-cash impairment charge related to IPR&D acquired as part of the Raven and Bennamann acquisitions.

Adjusted EBIT margin was 6.2% in 2025.

Net sales for Construction were $2,956 million in 2025, a decline of 3.2% compared to 2024, due to lower shipment volumes in North America and continued channel destocking.

Global industry volume for construction equipment increased 7% year over year in 2025 for Heavy construction equipment;

Light construction equipment was up 1%.

Aggregated demand increased 1% in North America and 4% in EMEA, respectively, and increased 5% in South America and 5% for Asia Pacific, particularly in China.

The following table includes Construction net sales by geographic region in 2025 compared to 2024 (in millions of dollars, except percentages):

Years Ended December 31,

2025 2024 % Change

North America $ 1,500 $ 1,633 (8.1) %

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Total $ 2,956 $ 3,053 (3.2) %

Net sales for Construction were $3,053 million in 2024, a decline of 22.4% (down 21.4% on a constant currency basis) compared to 2023, due to lower shipment volumes across all regions driven mainly by lower market demand and dealer destocking.

Global industry volume for construction equipment increased 1% year over year in 2024 for Heavy construction equipment;

Light construction equipment was down 7%.

Aggregated demand decreased 5% in North America and 12% in EMEA, respectively, and increased 13% in South America and 3% for Asia Pacific, particularly in China.

Adjusted EBIT

Adjusted EBIT was $68 million in 2025, compared to $169 million in 2024.

The decline was primarily due to lower volumes, partially offset by improved purchasing and manufacturing costs, along with lower SG&A expenses.

Adjusted EBIT margin was 5.5%.

Financial Services Performance

The decline was primarily due to lower volumes and higher manufacturing costs primarily as a result of higher tariff costs.

Adjusted EBIT margin was 2.3% in 2025.

Financial Services

Finance, Interest and Other Income

Financial Services reported revenues of $2,774 million in 2024, up 7.8% compared to 2023 (up 10.1% on a constant currency basis) due to favorable volumes in all regions except EMEA and higher yields in all regions, except South America;

partially offset by lower used equipment sales due to decreased operating lease maturities.

Net income for Financial Services was $379 million in 2024, an $8 million increase compared to 2023, primarily due to favorable volumes in all regions except EMEA, margin improvement in all regions except Asia Pacific, and a favorable effective tax rate due to Argentina inflation adjustment in the current year;

partially offset by increased risk costs due to higher delinquencies in South America, increased specific reserve needs in North America, the derecognition of previously recognized deferred tax assets in Argentina, and lower used equipment sales from less operating lease maturities.

In 2024, retail originations (including unconsolidated joint ventures) were $11.4 billion, down $0.1 billion compared to 2023 (flat on a constant currency basis).

The managed portfolio (including unconsolidated joint ventures) was $27.8 billion as of December 31, 2024 (of which retail was 68% and wholesale 32%), down $1.1 billion compared to December 31, 2023 (up $1.0 billion on a constant currency basis).

At December 31, 2024, the receivable balance greater than 30 days past due as a percentage of receivables was 1.9% (1.4% as of December 31, 2023) due to economic and environmental factors impacting farmers, specifically in South America.

Financial Services reported revenues of $2,720 million in 2025, down 1.9% compared to 2024 due to the negative impact from currency translation, unfavorable volumes in EMEA and lower yields in South America and EMEA, partially offset by favorable volumes in all regions except EMEA and higher yields in North America and APAC.

Net income for Financial Services was $333 million in 2025, a $46 million decrease compared to 2024, primarily due to higher risk costs from increased specific reserves and delinquencies in South America, higher losses and collective rates in North America and increased labor costs;

partially offset by margin improvement in all regions and favorable income taxes due to a non-recurring prior year valuation allowance adjustment in Argentina.

In 2025, retail originations (including unconsolidated joint ventures) were $10.6 billion, down $0.8 billion compared to 2024.

The managed portfolio (including unconsolidated joint ventures) was $28.6 billion as of December 31, 2025 (of which retail was 70% and wholesale 30%), up $0.7 billion compared to December 31, 2024.

At December 31, 2025, the receivable balance past due greater than 30 days as a percentage of receivables was 3.1% (1.9% as of December 31, 2024) due to economic and environmental factors impacting farmers, specifically in South America.

2024 Compared to 2023

Please refer to the "Management's Discussion and Analysis" section of our 2024 Form 10-K .

Reconciliation of Adjusted EBIT to Net Income (Loss)

The following table includes the reconciliation of Adjusted EBIT for Industrial Activities to net income, the most comparable U.S.

GAAP financial measure.

Years Ended December 31,

(in millions of dollars)

2024 2023 (1)

Agriculture $ 1,470 $ 2,636 $ 2,456

Unallocated items, eliminations and other (2)

(235) (240) (147)

Total Adjusted EBIT of Industrial Activities 1,404 2,634 2,433

Financial Services Net Income 379 371 338

Financial Services Income Taxes 110 136 125

Interest expense of Industrial Activities, net of interest income and eliminations (152) (76) (119)

Foreign exchange gains (losses), net of Industrial Activities (15) (105) (59)

Finance and non-service component of Pension and other post-employment benefit cost of Industrial Activities (3)

Restructuring expense of Industrial Activities (117) (65) (31)

Other discrete items of Industrial Activities (4)

(4) (10) (25)

Income (loss) before taxes 1,595 2,881 2,786

Income tax benefit (expense) (336) (594) (747)

Net income (loss) $ 1,259 $ 2,287 $ 2,039

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

(2) Unallocated items, eliminations and other primarily includes certain corporate costs and other operating expenses and incomes not allocated to segments' results.

(3) In the years ended December 31, 2024, 2023, and 2022, this item includes a pre-tax gain of $24 million, $24 million, and $24 million, respectively as a result of the amortization over 4 years of the $101 million positive impact from the 2021 modifications of a healthcare plan in the U.S.

In the years ended December 31, 2022 this item includes the pre-tax gain of $90 million respectively as a result of the amortization over approximately 4.5 years of the $527 million positive impact from 2018 modification of a healthcare plan in the U.S.

(4) In the year ended December 31, 2024, this item includes a loss of $17 million on the sale of certain non-core product lines and a gain of $14 million for investment fair value adjustments.

In the year ended December 31, 2023, this item includes a loss of $23 million on the sale of the CNH Industrial Russia and CNH Capital Russia businesses, partially offset by a gain of $13 million for the fair value remeasurement of Augmenta and Bennamann.

In the year ended December 31, 2022, this item included $43 million of asset write-downs, $25 million of separation costs incurred in a connection with our spin-off of the Iveco Group Business and $22 million of costs related to the activity of the Raven segments held for sale, including the loss on the sale of the Engineered Films and Aerostar divisions, partially offset by a $65 million dollar gain on the sale of our Canada parts depot.

Supplemental Information

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This supplemental data is as follows:

Industrial Activities—The financial information captioned “Industrial Activities” reflects the consolidation of all majority-owned subsidiaries except for Financial Services business.

Financial Services—The financial information captioned “Financial Services” reflects the consolidation or combination of Financial Services business.

Statement of Operations

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Total Costs and Expenses 15,275 2,312 (112) 17,475 16,203 2,304 (128) 18,379

Income (loss) of Consolidated Group before Income Taxes

Consolidated income before Income Taxes

212 408 — 620 987 470 — 1,457

Income tax expense (88) (96) — (184) (226) (110) — (336)

Equity income (loss) of unconsolidated subsidiaries and affiliates

Equity in income of unconsolidated affiliates

48 21 — 69 119 19 — 138

Net income (loss) $ 880 $ 379 $ — $ 1,259 $ 1,916 $ 371 $ — $ 2,287

$ 172 $ 333 $ — $ 505 $ 880 $ 379 $ — $ 1,259

(1) Industrial Activities represents the enterprise without Financial Services.

Industrial Activities includes the Company's Agriculture, Construction, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.

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

(2) Eliminations of Financial Services' interest income earned from Industrial Activities.

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Balance Sheets

Year Ended December 31, 2024 Year Ended December 31, 2023

As of December 31, 2025 As of December 31, 2024

(in millions of dollars) Industrial Activities (1)

9 unchanged sentences

Property, plant and equipment, net 2,178 3 — 2,181 1,935 1 — 1,936

Investments in unconsolidated subsidiaries and affiliates 371 119 — 490 356 123 — 479

Investments in unconsolidated affiliates

291 146 — 437 371 119 — 490

Equipment under operating leases 21 1,570 — 1,591 44 1,422 — 1,466

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Industrial Activities includes the Company's Agriculture, and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.

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

(2) Eliminations of primarily receivables/payables between Industrial Activities and Financial Services.

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Cash Flows from Operating Activities

Net income (loss) $ 880 $ 379 $ — $ 1,259 $ 1,916 $ 371 $ — $ 2,287

$ 172 $ 333 $ — $ 505 $ 880 $ 379 $ — $ 1,259

Adjustments to reconcile net income to net cash provided (used) by operating activities:

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Depreciation and amortization expense of assets under operating leases 4 193 — 197 8 180 — 188

(Gain) loss from disposal of assets 11 — — 11 10 — — 10

Undistributed income (loss) of unconsolidated subsidiaries 291 (19) (283) (3) (11) (49) (18) (48) (3) (115)

Undistributed income (loss) of unconsolidated affiliates

302 (21) (264) (2) 17 291 (19) (283) (2) (11)

Other non-cash items 297 350 — 647 74 266 — 340

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Collections of retail receivables — 7,508 — 7,508 — 6,459 — 6,459

Proceeds from sale of assets, excluding assets under operating leases 1 — — 1 16 — — 16

Expenditures for property, plant and equipment and intangible assets, excluding assets under operating leases (530) (13) — (543) (533) (3) — (536)

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Net increase (decrease) in cash, cash equivalents and restricted cash (380) (257) — (637) (1,207) 28 — (1,179)

Cash, cash equivalents and restricted cash,

beginning of year 3,628 1,417 — 5,045 3,960 1,169 — 5,129

Cash, cash equivalents and restricted cash,

end of year $ 2,421 $ 1,445 $ — $ 3,866 $ 3,628 $ 1,417 $ — $ 5,045

Cash, cash equivalents and restricted cash, beginning of year 2,421 1,445 — 3,866 3,628 1,417 — 5,045

Cash, cash equivalents and restricted cash, end of year $ 2,041 $ 1,188 $ — $ 3,229 $ 2,421 $ 1,445 $ — $ 3,866

(1) Industrial Activities represents the enterprise without Financial Services.

Industrial Activities includes the Company's Agriculture, Construction, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.

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

(3) This item includes the elimination of dividends from Financial Services to Industrial Activities, which are included in Industrial Activities net cash provided by operating activities.

(2) This item includes the elimination of dividends from Financial Services to Industrial Activities, which are included in Industrial Activities' net cash provided (used) by operating activities.

(3) This item includes the elimination of certain minor activities between Industrial Activities and Financial Services.

(4) This item includes the elimination of capital investment between Industrial Activities and Financial Services.

Non-GAAP Financial Measures

CNH monitors its operations through the use of several non-GAAP financial measures.

CNH's management believes that these non-GAAP financial measures provide useful and relevant information regarding its operating results and enhance the readers' ability to assess CNH's financial performance and financial position.

These non-GAAP financial measures have no standardized meaning under U.S.

As of December 31, 2025, CNH's primary non-GAAP financial measures are defined as follows:

Adjusted EBIT of Industrial Activities

Adjusted EBIT of Industrial Activities is defined as net income (loss) before:

income taxes, Financial Services' results, Industrial Activities' interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other postemployment benefit costs, restructuring expenses, and certain non-recurring items.

Such non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.

Net Cash (Debt) and Net Cash (Debt) of Industrial Activities

Net Cash (Debt) is defined as total debt less:

intersegment notes receivable, cash and cash equivalents, restricted cash, other current financial assets (primarily current securities, short-term deposits and investments towards high-credit-rating counterparties) and derivative hedging debt.

CNH provides the reconciliation of Net Cash (Debt) to Total (Debt), which is the most directly comparable measure included in the Consolidated Balance Sheet.

We believe that Net Debt is a useful analytical metric for measuring our effective borrowing requirements.

We provide a separate analysis of Net Debt of Industrial Activities and Net Debt of Financial Services to reflect the different cash flow management practices in the two activities.

Industrial Activities reflects the consolidation of all majority-owned subsidiaries, including those performing centralized treasury activities, except for Financial Services subsidiaries.

Financial Services reflects the consolidation of the Financial Services' businesses.

Free Cash Flow of Industrial Activities

Free Cash Flow of Industrial Activities ("Industrial Free Cash Flow") refers to Industrial Activities, only, and is computed as consolidated cash flow from operating activities less:

cash flow from operating activities of Financial Services;

investments of Industrial Activities in property, plant and equipment, intangible assets, and assets sold under operating leases;

change in derivatives hedging debt of Industrial Activities;

as well as other changes and intersegment eliminations.

Reconciliation of Adjusted EBIT to Net Income (Loss)

The following table includes the reconciliation of Adjusted EBIT for Industrial Activities to net income, the most comparable U.S.

GAAP financial measure (in millions of dollars):

Years Ended December 31,

2025 2024 2023

Agriculture $ 772 $ 1,470 $ 2,636

Unallocated items, eliminations and other (1)

(177) (235) (240)

Total Adjusted EBIT of Industrial Activities 663 1,404 2,634

Interest expense of Industrial Activities, net of interest income and eliminations (114) (152) (76)

Foreign exchange losses, net of Industrial Activities

(22) (15) (105)

Finance and non-service component of Pension and other postemployment benefit cost of Industrial Activities (2)

Restructuring expenses of Industrial Activities (23) (117) (65)

Other discrete items of Industrial Activities (3)

(244) (4) (10)

Financial Services Net Income 333 379 371

Financial Services Income Taxes 96 110 136

Income before taxes

689 1,595 2,881

Income tax expense

(184) (336) (594)

$ 505 $ 1,259 $ 2,287

(1) Unallocated items, eliminations and other primarily includes certain corporate costs and other operating expenses and incomes not allocated to segments' results.

The December 31, 2025 decline in Unallocated items was driven by a decrease in indirect taxes.

(2) In the years ended December 31, 2025, 2024, and 2023, this item includes a pre-tax gain of $21 million, $24 million, and $24 million, respectively as a result of the amortization over 4 years of the $101 million positive impact from the 2021 modifications of a healthcare plan in the U.S.

(3) In the year ended December 31, 2025, this item includes a $172 million non-cash impairment charge related to IPR&D acquired as part of the Raven and Bennamann acquisitions, a $62 million for non-cash impairment of investment in Monarch Tractors and other minority holdings and a $10 million inventory write-down for the New Holland T6.180 Methane Power Tractor.

In the year ended December 31, 2024, this item includes a loss of $17 million on the sale of certain non-core product lines and a gain of $14 million for investment fair value adjustments.

Reconciliation of Net Debt to Total Debt

The calculation of Net Debt as of December 31, 2025 and 2024 and the reconciliation of Total Debt, the U.S.

GAAP financial measure that we believe to be most directly comparable, to Net Debt, are shown below (in millions of dollars):

Industrial Activities Financial Services Consolidated

As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024

Third party debt

$ (4,104) $ (4,043) $ (22,658) $ (22,839) $ (26,762) $ (26,882)

Intersegment notes payable (281) (456) (203) (334) — —

Financial payables to Iveco Group N.V.

(3) (4) (88) (58) (91) (62)

(4,388) (4,503) (22,949) (23,231) (26,853) (26,944)

Cash and cash equivalents 1,932 2,332 646 859 2,578 3,191

Restricted cash 109 89 542 586 651 675

Intersegment notes receivable 203 334 281 456 — —

Financial receivables from Iveco Group N.V.

142 50 53 118 195 168

Derivatives hedging debt (23) (29) 25 (8) 2 (37)

$ (2,025) $ (1,727) $ (21,402) $ (21,220) $ (23,427) $ (22,947)

Reconciliation of Free Cash Flow of Industrial Activities to Net Cash Provided by Operating Activities

The reconciliation of Free Cash Flow of Industrial Activities to Net cash provided by Operating Activities, the U.S.

GAAP financial measure that we believe to be most directly comparable, for the years ended December 31, 2025, 2024 and 2023 , is shown below (in millions of dollars):

Years Ended December 31,

2025 2024 2023

Net cash provided by Operating Activities

$ 2,538 $ 1,968 $ 907

Cash flows from Operating Activities of Financial Services, net of eliminations 1,485 1,806 (1,230)

Change in derivatives hedging debt of Industrial Activities

Investments in operating lease assets of Industrial Activities — 31 30

Investments in property plant and equipment, and intangible assets of Industrial Activities 530 533 637

Other changes (1)

Free Cash Flow of Industrial Activities $ 513 $ (401) $ 1,216

(1) This item primarily includes capital increases in intersegment investments and change in financial receivables.

Liquidity and Capital Resources

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This centralized system is designed to optimize the efficiency and effectiveness of our management of capital resources.

Our subsidiaries participate in a company-wide cash management system, which we operate in a number of jurisdictions.

Our subsidiaries participate in a global cash management system, which we operate in a number of jurisdictions.

Under this system, the cash balances of our subsidiaries are aggregated at the end of each business day to central pooling accounts.

The centralized treasury management offers financial and systems expertise in managing these accounts, as well as providing related services and consulting to our business segments.

Our policy is to keep a high degree of flexibility with our funding and investment options in order to maintain our desired level of liquidity to achieve our rating targets while improving the Company's capital structure over time.

In managing our liquidity requirements, we are pursuing a financing strategy that aims at extending over time our Industrial Activities debt profile by issuing long-term bonds and retiring short-term debt through opportunistic transactions, deleveraging our Industrial Activities balance sheet by reducing debt, and diversifying funding sources.

Centralized treasury management offers financial and systems expertise in managing these accounts, as well as providing related services and consulting to our business segments.

Our policy is to keep a high degree of flexibility with our funding and investment options to maintain our desired level of liquidity to achieve our rating targets while improving the Company's capital structure over time.

In managing our liquidity requirements, we are pursuing a financing strategy that aims to extend our Industrial Activities debt profile over time by issuing long-term bonds and retiring short-term debt through opportunistic transactions, deleveraging our Industrial Activities balance sheet by reducing debt, and diversifying funding sources.

A summary of our strategy is set forth below:

• Our funding strategy's goal is to maintain sufficient liquidity and flexible access to a wide variety of financial instruments.

While we expect securitizations and sale of receivables (factoring) to continue to represent a material portion of our capital structure and intersegment borrowings to remain a marginal source of funding, we will continue to diversify our funding sources and expand our investor base within Financial Services to support our investment grade credit ratings.

These diversified funding sources include secured and unsecured facilities, a repurchase agreement, commercial paper and unsecured notes.

• Industrial Activities sells certain of its receivables to Financial Services and relies on internal cash flows including managing working capital to fund its near-term financing requirements.

1 unchanged sentence

• To the extent funding needs of Industrial Activities are determined to be of a longer-term nature, we will access public debt markets as well as private investors and banks, as appropriate, to refinance borrowings and replenish our liquidity.

• Financial Services’ funding strategy is to maintain sufficient liquidity and flexible access to a wide variety of financial instruments.

These diversified funding sources include secured and unsecured facilities, a repurchase agreement, commercial paper and unsecured notes.

On a global level, we continue to evaluate alternatives to ensure that Financial Services has access to capital on favorable terms to support its business, including agreements with global or regional partners, new funding arrangements or a combination of the foregoing.

Our access to external sources of financing, as well as the cost of financing, is dependent on various factors, including our credit ratings.

On January 4, 2022, Fitch Ratings raised its Long-Term Issuer Default Rating ("IDR") on CNH Industrial N.V.

to 'BBB+' from 'BBB-'.

Fitch also upgraded CNH Industrial Finance Europe S.A.'s senior unsecured rating to 'BBB+' from 'BBB-', with a stable outlook.

On January 7, 2022, Fitch upgraded the Long-Term IDR and senior long-term debt ratings of CNH Industrial Capital LLC and CNH Industrial Capital Canada Ltd.

to 'BBB+' from 'BBB-', with a stable outlook.

Fitch also upgraded CNH Industrial Capital LLC's short-term IDR and commercial paper ratings to 'F2' from 'F3'.

On November 25, 2024, Fitch rating affirmed the IDR for CNH Industrial N.V, CNH Industrial Capital LLC and CNH Industrial Capital Canada Ltd.

The Outlook was changed from stable to negative.

Fitch Ratings also affirmed CNH Capital LLC short-term IDR at 'F2'.

On February 25, 2022, Moody's upgraded the senior unsecured ratings of CNH Industrial N.V.

and its supported subsidiaries including CNH Industrial Capital LLC, CNH Industrial Finance Europe S.A., CNH Industrial Capital Australia Pty.

and CNH Industrial Capital Canada Ltd.

to Baa2 from Baa3.

The rating outlook is stable.

On November 30, 2023, Standard & Poor's ("S&P") Global Ratings raised its long-term issuer credit ratings on CNH Industrial N.V.

and its subsidiary, CNH Industrial Capital LLC, to 'BBB+' from 'BBB'.

S&P Global Ratings also affirmed the 'A-2' short-term issuer credit rating.

Additionally, S&P Global Ratings raised the issue-level ratings on CNH Industrial N.V.

and its industrial subsidiaries' debt, as well as the issue-level ratings on CNH Industrial Capital LLC's senior unsecured debt, to 'BBB+' from 'BBB'.

On February 21, 2025, S&P Global Ratings changed the outlook of CNH Industrial N.V.

and CNH Industrial Capital LLC from stable to negative.

Current ratings for the Company are as follows:

Ratings as of December 31, 2025 for the Company are as follows:

CNH Industrial N.V.

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Fitch Ratings

BBB+ - Negative BBB+

BBB - Stable BBB

Moody's Investors Service

Baa2 - Stable Baa2 - Stable

Baa2 - Stable Baa2

(1) Includes treasury subsidiary, CNH Industrial Finance Europe S.A.

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financial leverage on an absolute basis or relative to peers, the composition of the balance sheet and/or capital structure, material changes in earnings trends and volatility, ability to dividend monies from subsidiaries and our competitive position.

Material deterioration in any one, or a combination, of these factors could result in a downgrade of our ratings, thus increasing the cost, and limiting the availability, of financing.

Material deterioration in any one, or a combination, of these factors could result in a downgrade of our ratings, thus increasing the cost of funding and potentially limiting our access to the capital markets and other sources of financing.

Consolidated Debt

As of December 31, 2024 and 2023, our consolidated Debt was as shown below:

Consolidated Industrial Activities Financial Services

(in millions of dollars) 2024 2023 2024 2023 2024 2023

Total Debt $ 26,944 $ 27,472 $ 4,503 $ 4,439 $ 23,231 $ 23,861

We believe that Net Cash (Debt), a non-GAAP financial measure as defined in the section “Non-GAAP Financial Measures”, of section "General" above, is a useful analytical metric for measuring our effective borrowing requirements.

We provide a separate analysis of Net Cash (Debt) of Industrial Activities and Net Cash (Debt) of Financial Services to reflect the different cash flow management practices in the two activities.

Industrial Activities reflects the consolidation of all majority-owned subsidiaries, including those performing centralized treasury activities, except for Financial Services subsidiaries.

Financial Services reflects the consolidation of the Financial Services’ businesses.

The calculation of Net Cash (Debt) as of December 31, 2024 and 2023 and the reconciliation of Total Debt, the U.S.

GAAP financial measure that we believe to be most directly comparable, to Net Cash (Debt), are shown below:

Consolidated Industrial Activities Financial Services

(in millions of dollars) 2024 2023 2024 2023 2024 2023

Third party (debt) $ (26,882) $ (27,326) $ (4,043) $ (4,132) $ (22,839) $ (23,194)

Intersegment notes payable — — (456) (301) (334) (527)

Financial payables to Iveco Group N.V.

(62) (146) (4) (6) (58) (140)

Total Debt (1)

(26,944) (27,472) (4,503) (4,439) (23,231) (23,861)

Cash and cash equivalents 3,191 4,322 2,332 3,532 859 790

Restricted cash 675 723 89 96 586 627

Intersegment notes receivables — — 334 527 456 301

Financial receivables from Iveco Group N.V.

168 380 50 302 118 78

Derivatives hedging debt (37) (41) (29) (34) (8) (7)

Net Cash (Debt) (2)

$ (22,947) $ (22,088) $ (1,727) $ (16) $ (21,220) $ (22,072)

(1) Total (Debt) of Industrial Activities includes Intersegment notes payable to Financial Services of $456 million and $301 million at December 31, 2024 and 2023, respectively.

Total (Debt) of Financial Services includes Intersegment notes payable to Industrial Activities of $334 million and $527 million at December 31, 2024 and 2023, respectively.

(2) The net intersegment receivable/(payable) balance owed by Financial Services relating to Industrial Activities was $122 million and $(226) million as of December 31, 2024 and 2023, respectively.

Excluding the positive effect of exchange rate differences of $1,473 million, Net Debt at December 31, 2024 increased by $2,332 million compared to December 31, 2023.

This was mainly due to an increase in portfolio receivables of Financial Services of $544 million, free cash flow absorption from Industrial Activities of $401 million, and the cash out of $1,309 million related to the share buyback program and dividends paid.

Net Debt increased $480 million compared to December 31, 2024.

The increase was primarily driven by negative foreign exchange effects of $1,317 million and $433 million in share buybacks and dividends.

These increases were partially offset by a reduction in portfolio receivables of Financial Services of $1,049 million and free cash flow generation of $513 million.

Cash Flow Analysis

For the year ended December 31, 2024, Cash and cash equivalents and Restricted cash combined were $3,866 million, a decrease of $1,179 million from December 31, 2023, primarily due to receivable portfolio growth, investments in fixed assets, the share buyback program, and dividends paid;

For the year ended December 31, 2025, Cash and cash equivalents and Restricted cash combined were $3,229 million, a decrease of $637 million from December 31, 2024, primarily due to decrease in external borrowings, investments in fixed assets, the share buyback program, and dividends paid;

partially offset by operating activities cash generation and an increase in external borrowing.

At December 31, 2025, Cash and cash equivalents and Restricted cash were $2,578 million ($3,191 million at December 31, 2024) and $651 million ($675 million at December 31, 2024), respectively.

Undrawn medium-term unsecured committed facilities were

$5,493 million ($5,945 million at December 31, 2023).

Undrawn medium-term

unsecured committed facilities were $6,483 million ($5,493 million at December 31, 2024).

At December 31, 2025, the aggregate of Cash and cash equivalents, Restricted cash, undrawn committed facilities and other current financial assets, which we consider to constitute our principal liquid assets (or "available liquidity"), totaled $9,816 million ($9,465 million at December 31, 2024).

At December 31, 2025, this amount also included $104 million net financial receivables from Iveco Group ($106 million net financial receivables at December 31, 2024) consisting of net financial receivables mainly towards Financial Services of Iveco Group.

The following table summarizes the changes to cash flows from operating, investing, and financing activities for each of the years ended December 31, 2024, 2023 and 2022.

(in millions of dollars)

The following table summarizes the changes to cash flows from operating, investing, and financing activities for each of the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Years Ended December 31,

2025 2024 2023

4 unchanged sentences

Translation exchange differences 225 (308) 110

Net increase (decrease) in cash and cash equivalents $ (1,179) $ (84) $ (716)

Net decrease in cash and cash equivalents

$ (637) $ (1,179) $ (84)

Net Cash from Operating Activities

Cash provided by operating activities in 2024 totaled $1,968 million and comprised the following elements:

• $1,259 million net income;

• plus $605 million in non-cash charges for depreciation and amortization ($417 million excluding equipment on operating leases);

• plus $329 million in Other non-cash items;

• plus $86 million change in working capital;

• less change in provisions of $204 million;

• less deferred tax income of $107 million.

In 2023, cash provided by operating activities of continuing operations during the year was $907 million primarily as a result of $2,287 million in net income, change in provisions of $911 million, $564 million in non-cash charges for depreciation, and $173 million in Other non-cash items, partially offset by change in working capital of $2,388 million and change in deferred income taxes of $535 million.

In 2022, cash provided by operating activities of continuing operations during the year was $557 million primarily as a result of $2,039 million in net income, $535 million in non-cash charges for depreciation, and $196 million in Other non-cash items partially offset by an increase of working capital of $2,241 million.

Cash provided by operating activities in 2025 totaled $2,538 million compared to $1,968 in 2024.

The year-over-year increase reflects more favorable working capital movements, including lower outflows associated with Trade Payables compared to the prior year.

Net Cash from Investing Activities

In 2024, cash used in investing activities was $2,772 million.

Expenditures included net additions to retail receivables ($1,768 million), expenditures for assets under operating leases ($650 million), and expenditures for property, plant and equipment and intangible assets, excluding assets under operating lease ($536 million).

In 2023, cash used in investing activities was $3,699 million.

Expenditures included net additions to retail receivables ($2,245 million), expenditures for assets under operating leases ($551 million), and expenditures for property, plant and equipment and intangible assets, excluding assets under operating lease ($644 million).

In 2022, cash used in investing activities was $3,009 million.

Expenditures included net additions to retail receivables ($1,611 million), expenditures for assets under operating leases ($538 million), expenditures for property, plant, and equipment and intangible assets, excluding assets under operating lease ($461 million).

The following table summarizes our investments in tangible assets by segment and investments in intangible assets for each of the years ended December 31, 2024, 2023 and 2022:

(in millions of dollars)

Cash outflows from investing activities in 2025 was $1,380 million compared to $2,772 in 2024.

The year-over-year decrease was driven by higher financing receivable collections.

Expenditure on property, plant and equipment, and intangible assets, excluding operating leases, totaled $543 million, and spending on assets under operating leases totaled $655 million, and were flat to 2024 expenditures.

The following table summarizes our investments in tangible assets by segment and investments in intangible assets for each of the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Years Ended December 31,

2025 2024 2023

1 unchanged sentence

Construction 55 62 79

Total Industrial Activities in tangible assets 383 475 330

Total Industrial Activities investments in tangible assets

Industrial Activities investments in intangible assets 153 150 162

4 unchanged sentences

Net Cash from Financing Activities

In 2024, cash used in financing activities totaled $67 million, primarily due to the shares buyback program and dividends paid, partially offset by an increase in external borrowings.

In 2023, cash provided by financing activities totaled $2,598 million, primarily due to an increase in external borrowings to support working capital requirements and an increase to the Financial Services portfolio, partially offset by dividends paid and the shares buyback program.

In 2022, cash provided by financing activities totaled $1,964 million, primarily due to increase in debt, mainly due to increase in receivables portfolio of Financial Services, dividends paid and shares buyback program.

Reconciliation of Free Cash Flow

The non-GAAP financial measures (Net Cash (Debt) and Free Cash Flow of Industrial Activities), as defined in the section “Non-GAAP Financial Measures" above, used in this section, should neither be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with U.S.

In addition, these non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies.

The reconciliation of Free Cash Flow of Industrial Activities to Net cash provided (used) by Operating Activities, the U.S.

GAAP financial measure that we believe to be most directly comparable, for the years ended December 31, 2024 and 2023, is shown below:

(in millions of dollars)

Net cash provided (used) by Operating Activities $ 1,968 $ 907

Cash flows from Operating Activities of Financial Services, net of eliminations (1,806) 1,230

Change in derivatives hedging debt of Industrial Activities 5 9

Investments in operating lease assets of Industrial Activities (31) (30)

Investments in property plant and equipment, and intangible assets of Industrial Activities (533) (637)

Other changes (1)

Free Cash Flow of Industrial Activities $ (401) $ 1,216

(1) This item primarily includes capital increases in intersegment investments and change in financial receivables.

For the year ended December 31, 2024, the use of Free Cash Flow of Industrial Activities was $401 million primarily due to the lower adjusted EBIT results of the segments which were more than offset by working capital absorption, capital expenditures and cash interest and taxes.

Industrial Activities

Capital Markets

At December 31, 2024, we had an aggregate amount of $9.8 billion in bonds outstanding, of which $3.8 billion was issued by Industrial Activities.

The capital markets debt of Industrial Activities is mainly related to notes issued under the Euro Medium Term Note Programme (and the notes issued under its predecessor, the Global Medium Term Notes Programme), and senior unsecured debt securities issued by CNH Industrial N.V.

described below.

Euro Medium Term Note ("EMTN") Programme .

We have a medium-term note program allowing for the placement of debt securities up to a total authorized amount of €10 billion ($10 billion).

In June 2024, CNH Industrial N.V.

issued Euro 750 million of 3.750% notes due in 2031 with an issue price of 99.168% of their principal amount.

At December 31, 2024, €3,200 million ($3,324 million) was outstanding under the program, all such debt having been issued by CNH Industrial Finance Europe S.A.

(guaranteed by CNH Industrial N.V) or directly by CNH Industrial NV.

CNH Industrial N.V.

Senior Notes .

In the United States, CNH Industrial N.V has issued notes from time to time.

In 2017, CNH Industrial N.V.

issued $500 million of notes at an interest rate of 3.850% due November 2027 (the “2027 Notes”) at an issue price of 99.384% of their principal amount.

The 2027 Notes are referred to as the “CNH Industrial N.V.

Senior Notes”

The notes issued under the EMTN (and its predecessor the Global Medium Term Notes Programme) as well as the CNH Industrial N.V.

Senior Notes impose covenants and other obligations on CNH Industrial N.V.

as issuer and, in certain cases, as guarantor and CNH Industrial Finance Europe S.A.

as issuer, including:

(i) a negative pledge provision which requires that, if any security interest over assets of the issuer or the guarantor is granted in connection with debt that is, or is capable of being, listed or any guarantee is granted in connection with such debt, such security or guarantee must be equally and ratably extended to the outstanding notes;

(ii) a status (or pari passu ) covenant, under which the notes rank and will rank pari passu with all other present and future outstanding unsubordinated and unsecured obligations of the issuer and/or the guarantor (subject to mandatorily preferred obligations under applicable laws);

(iii) an events of default provision setting out certain customary events (such as cross defaults, insolvency related events, etc.) the occurrence of which entitles the holders of the outstanding notes to accelerate the repayment of the notes;

(iv) change of control provisions which, when combined with a rating downgrade of CNH Industrial N.V., grant the note holders the right to require immediate repayment of the notes;

and (v) other clauses that are generally applicable to securities of a similar type.

A breach of these obligations may require the early repayment of the notes.

At December 31, 2024, the Company was in compliance with such obligations and covenants.

CNH intends to repay the issued bonds in cash at the due date by utilizing available liquid resources.

In addition, CNH may from time to time repurchase or enforce the available call options of issued bonds.

Such repurchases, if made, depend upon market conditions, the financial situation of CNH and other factors which could affect such decisions.

Credit Facilities

At December 31, 2024, Industrial Activities available committed unsecured facilities expiring after twelve months amounted to $4.3 billion ($5.4 billion at December 31, 2023).

Euro 3.25 billion Revolving Credit Facility.

On April 19, 2024, the Company terminated its five-year committed revolving credit agreement dated March 18, 2019 (as amended and restated on December 10, 2021) and entered into a new five-year credit agreement.

The credit facility provides for an unsecured, committed revolving credit facility in an aggregate principal amount equal to €3.25 billion.

The Company may elect to increase the total commitments under the Credit Facility up to an additional €500 million on the terms set forth in the credit agreement.

The credit agreement will mature, and all outstanding loans will become due and payable, on April 19, 2029, or such later date as may be extended pursuant to the two extension options of one-year each which are available to the Company on the terms set forth in the credit agreement.

The credit facility contains customary covenants (including a negative pledge, a status (or pari passu) covenant and restrictions on the incurrence of indebtedness by certain subsidiaries) and customary events of default, some of which are subject to minimum thresholds and customary mitigants (including cross acceleration provisions failure to pay amounts due or to comply with certain provisions under the credit loan agreement, the occurrence of certain bankruptcy-related events) and mandatory prepayment obligations upon a change in control of the Company.

At December 31, 2024, the Company was in compliance with all covenants in the credit agreement.

Financial Services

Total debt of Financial Services was $23.2 billion at December 31, 2024, compared to $23.9 billion at December 31, 2023.

Asset-Backed Financing

At December 31, 2024, Financial Services’ committed asset-backed facilities expiring after twelve months amounted to $3.7 billion ($3.7 billion at December 31, 2023), of which $3.1 billion was utilized at December 31, 2024 ($3.7 billion at December 31, 2023).

We sell certain of our financial receivables to third parties in order to improve liquidity, to take advantage of market opportunities and, in certain circumstances, to reduce credit and concentration risk in accordance with our risk management objectives.

The sale of financial receivables is executed primarily through ABS transactions and involves retail notes and wholesale receivables originated by our Financial Services subsidiaries from end-use customers and dealers, respectively.

At December 31, 2024, our receivables from financing activities included receivables sold and financed through both ABS and factoring transactions of $13.9 billion ($14.1 billion at December 31, 2023), which do not meet derecognition requirements and therefore are recorded on our consolidated statement of financial position.

These receivables are recognized as such in our financial statements even though they have been legally sold;

a corresponding financial liability is recorded in the consolidated statement of financial position as debt (see "Note 4:

Receivables").

Repurchase Agreement

We are a party to a Global Master Repurchase Agreement which expires in September 2025.

As of December 31, 2024, the Company had sold, and not yet repurchase, CAD 450.0 million ($312.8 million) of Canadian receivables under the repurchase agreement, with an obligation to repurchase such receivables in 30 days.

The repurchase agreement is treated as a financing arrangement for accounting purposes.

Capital Markets

In February 2024, CNH Industrial Capital Argentina issued USD 53 million of 7.500% notes due in 2026, with an issue price of 100.000% of their principal amount.

In March 2024, CNH Industrial Capital Canada Ltd.

issued CAD 400 million of 4.800% notes due in 2027, with an issue price of 99.876% of their principal amount.

In March 2024, CNH Industrial Capital LLC issued USD 600 million of 5.100% due in 2029 with an issue price of 99.157% of their principal amount.

In April 2024, Banco CNH Industrial Capital S.A.

issued BRL 700 million of notes in three tranches:

BRL 335 million at CDI + 0.550% due 2026, BRL 245 million at CDI + 0.750% due in 2027 and BRL 120 million at CDI + 0.900% due in 2028.

In May 2024, CNH Industrial Australia issued AUD 250 million of 5.400% notes due in 2027 at an issue price of 99.877% of their principal amount.

In September 2024, the obligation nominal amount was increased of AUD 75 million, at an issue price of 101.561%, for a total of AUD 325 million.

In May 2024, Banco CNH Industrial Capital S.A.

issued BRL 50 million of notes at CDI + 0.900% due in 2028, through a private placement.

In May 2024, Banco CNH Industrial Capital S.A.

issued BRL 200 million of 12.290% notes due in 2028, through a private placement.

In June 2024, Banco CNH Industrial Capital S.A.

issued BRL 200 million of notes in two tranches:

BRL 100 million at 12.350% due in 2026 and BRL 100 million at 12.850% due in 2027, through a private placement.

In October 2024, CNH Industrial Capital LLC issued USD 500 million of 4.500% notes due in 2027 with an issue price of 99.809% of their principal amount.

In October 2024, CNH Industrial Capital Canada Ltd.

issued CAD 300 million of 4.000% notes due 2028 with an issue price of 99.964% of their principal amount.

In October 2024, Banco CNH Industrial Capital S.A.

issued BRL 500 million of notes in three tranches:

BRL 150 million at CDI + 0.350% due in 2026, BRL 200 million at CDI + 0.500% due in 2027 and BRL 150 million at CDI + 0.700% due in 2028.

In November 2024, CNH Industrial Capital Argentina issued USD 17 million of 6.000% notes due in 2026 at an issue price of 100% of their principal amount.

In November 2024, CNH Industrial Capital Argentina issued USD 11 million of 7.500% notes due in 2028 at an issue price of 100% of their principal amount.

Credit Facilities

At December 31, 2024, Financial Services' available committed, unsecured facilities expiring after twelve months amounted to $1.2 billion ($0.5 billion at December 31, 2023).

Commercial Paper Programs

CNH Industrial Capital LLC outstanding commercial paper totaled $100 million as of December 31, 2024 ($351 million outstanding at December 31, 2023).

Banco CNH Industrial S.A.

outstanding commercial paper totaled $202 million as of December 31, 2024 ($488 million outstanding at December 31, 2023).

Support Agreement in the Interest of CNH Industrial Capital LLC

CNH Industrial Capital LLC benefits from a support agreement issued by CNH Industrial N.V., pursuant to which CNH Industrial N.V.

agrees to, among other things, (a) make cash capital contributions to CNH Industrial Capital LLC, to the extent necessary to cause its ratio of net earnings available for fixed charges to fixed charges to be not less than 1.05:1.0 for each fiscal quarter (with such ratio determined, on a consolidated basis and in accordance with U.S.

GAAP, for such fiscal quarter and the immediately preceding three fiscal quarters taken as a whole), (b) generally maintain an ownership of at least 51% of the voting equity interests in CNH Industrial Capital LLC and (c) cause CNH Industrial Capital LLC to have, as of the end of any fiscal quarter, a consolidated tangible net worth of at least $50 million.

The support agreement is not intended to be, and is not, a guarantee by CNH Industrial N.V.

of the indebtedness or other obligations of CNH Industrial Capital LLC.

The obligations of CNH Industrial N.V.

to CNH Industrial Capital LLC pursuant to this support agreement are to the company only and do not run to, and are not enforceable directly by, any creditor of CNH Industrial Capital LLC, including holders of the CNH Industrial Capital LLC’s notes or the trustee under the indenture governing the notes.

The support agreement may be modified, amended or terminated, at CNH Industrial N.V.’s election, upon thirty days’ prior written notice to CNH Industrial Capital LLC and the rating agencies of CNH Industrial Capital LLC, if (a) the modification, amendment or termination would not result in a downgrade of CNH Industrial Capital LLC rated indebtedness;

(b) the modification, amendment or notice of termination provides that the support agreement will continue in effect with respect to the company’s rated indebtedness then outstanding;

or (c) CNH Industrial Capital LLC has no long-term rated indebtedness outstanding.

For more information on our outstanding indebtedness, see “Note 10:

Debt” to our consolidated financial statements for the year ended December 31, 2024.

Cash outflows from financing activities were $2,020 million in 2025 and $67 million in 2024.

The year-over-year change was driven by a $21 million net cash outflow on long-term debt in 2025, and a net inflow of $1,658 million in 2024, resulting from fewer retail securitizations, lower use of commercial paper and revolving credit facilities, and reduced bond offerings.

Net cash outflow on other financial liabilities was $1,566 million in 2025 and $416 million in 2024, the change was driven by lower wholesale facilities and short-term revolving lines

Free Cash Flow

For the year ended December 31, 2025, the generation of Free Cash Flow of Industrial Activities was $513 million primarily due to adjusted EBIT results of the segments, working capital generation and undistributed income of unconsolidated affiliates, partially offset by capital expenditures and cash interest and taxes.

Future Liquidity

8 unchanged sentences

At December 31, 2025, Financial Services' committed asset-backed facilities expiring after twelve months amounted to $3.7 billion ($3.7 billion at December 31, 2024), of which $3.5 billion was utilized at December 31, 2025 ($3.1 billion at December 31, 2024).

If Financial Services were unable to obtain ABS funding at competitive rates and at the same time were unable to access other sources of finding at similar conditions, its ability to conduct its financial services activities would be limited.

If Financial Services were unable to obtain ABS funding at competitive rates and at the same time were unable to access other sources of funding at similar conditions, its ability to conduct its activities would be limited.

Pension and Other Post-employment Benefits

11 unchanged sentences

Specific guidelines for each asset class and investment manager are implemented and monitored.

In July 2024, the U.K.

Court of Appeal upheld a ruling in the matter of Virgin Media Limited v NTL Pension Trustees II Limited, a decision that the Company was not a party to or involved in, that certain historical amendments for contracted out defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation.

The Company and its U.K.

pension scheme trustee are reviewing this development and considering whether this decision has any implications for the CNHI and JI Case Pension Plans.

In June 2025, the U.K.

government announced its intention to introduce legislation permitting retrospective actuarial confirmation of benefit changes, if required.

This proposed legislation is expected to provide relief to plan sponsors in light of recent case law, although the timing and specific provisions have not yet been finalized.

The Company is assessing the potential impact of this ruling on its financial statements, including any implications for pension obligations, funding requirements, or other financial exposures.

Due to the complexity of the ruling, the Company will engage with the pension plan trustees and other parties required to retrieve and analyze data necessary to perform an assessment of plan amendments which may be affected by this ruling.

As of December 31, 2025, the Company is not able to reasonably estimate the impact of this ruling, if any, on the Company's results of operations.

At December 31, 2025 and 2024, the difference between the present value of the pension plan obligations and the fair value of the related plan assets was a deficit of $119 million and $151 million, respectively.

13 unchanged sentences

The scheme has since changed to a defined contribution plan.

The obligation on our consolidated balance sheet represents the residual reserve for years until December 31, 2006.

The obligation on our Consolidated Balance Sheets represents the residual reserve for years until December 31, 2006.

Loyalty bonuses are accrued for employees who have reached certain service seniority and are generally settled when employees leave the company.

13 unchanged sentences

CNH provided guarantees on the debt or commitments of third parties and performance guarantees in the interest of non-consolidated affiliates totaling $119 million as of December 31, 2025.

Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and commercial commitments with definitive payment terms that will require significant cash outlays in the future, as of December 31, 2024:

(in millions of dollars) Total Less than

Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and commercial commitments with definitive payment terms that will require significant cash outlays in the future, as of December 31, 2025 (in millions of dollars):

Payments due in

Total Less than

1-3 Years 3-5 Years After 5

10 unchanged sentences

(2) Amounts presented exclude the related interest expense that will be paid when due.

The table above does not include obligations for pensions, post-retirement benefits and health care plans.

Our best estimate of expected contributions including direct benefit payment to be made by us in 2025 to pension plans, healthcare plans and other post-employment plans is $43 million, $19 million and $6 million, respectively.

Potential outflows in the years after 2026 are subject to a number of uncertainties, including future asset performance and changes in assumptions, and therefore we are unable to make sufficiently reliable estimates of future contributions beyond 2026.

14 unchanged sentences

Particularly in light of the current economic uncertainty, developments may occur which may differ from our estimates and assumptions, and therefore might require significant adjustments to the carrying amounts of certain items, which as of the date of this Annual Report cannot be accurately estimated or predicted.

The principal items affected by estimates are the allowances for credit losses receivable and inventories, long-lived assets (tangible and intangible assets), the residual values of equipment leased out under operating lease arrangements, sales allowances, product warranties, pension and other postemployment benefits, deferred tax assets and contingent liabilities.

The principal items affected by estimates are the allowances for credit losses, fair values for goodwill impairment tests, other indefinite-lived intangible assets, the residual values of equipment leased out under operating lease arrangements, sales allowances, product warranties, pension and other postemployment benefits, deferred tax assets and contingent liabilities.

Estimates and assumptions are reviewed periodically, and the effects of any changes are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgments and the key assumptions concerning the future that we have made in the process of applying our accounting policies and that may have the most significant effect on the amounts recognized in our consolidated financial statements included in this Annual Report or that represent a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

The following critical accounting estimates reflect the significant judgments and assumptions we make in applying our accounting policies.

These estimates have the most significant effect on the amounts reported in our Consolidated Financial Statements and could result in material adjustments to the carrying amounts of assets and liabilities within the next financial year.

Summary of Significant Accounting Policies" to the Consolidated Financial Statements for the year ended December 31, 2025 for additional information.

Allowance for Credit Losses

The allowance for credit losses is our estimate of the lifetime expected credit losses inherent in the trade receivables and financing receivables owned by us.

Retail customer receivables primarily include retail notes and finance leases to end use customers and revolving charge accounts, which represent financing for customers to purchase parts, service, rentals, implements and attachments from CNH dealers.

Wholesale receivables include dealer floorplan financing, and to a lesser extent, the financing of dealer operations.

Typically, our receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk.

Retail receivables that share the same risk characteristics such as, collateralization levels, geography, product type and other relevant factors are reviewed on a collective basis using measurement models and management judgment.

The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency.

The loss forecast models are updated on a quarterly basis.

The calculation is adjusted for forward-looking macroeconomic factors, such as GDP and Net Farm Income.

The forward-looking macroeconomic factors are updated quarterly.

In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses.

These qualitative factors are subjective and require a degree of management judgment.

Trade and wholesale receivables that share the same risk characteristics such as, collateralization levels, term, geography and other relevant factors are reviewed on a collective basis using measurement models and management judgment.

The allowance for trade and wholesale credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency.

The loss forecast models are updated on a quarterly basis.

The calculation is adjusted for forward-looking macroeconomic factors, such as industry sales volumes.

The forward-looking macroeconomic factors are updated quarterly.

In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses.

These qualitative factors are subjective and require a degree of management judgment.

Retail, trade and wholesale receivables that do not have similar risk characteristics are individually reviewed based on, among other items, amounts outstanding, days past due and prior collection history.

Expected credit losses are measured by considering:

the probability-weighted estimates of cash flows and collateral value;

the time value of money;

current conditions and forecasts of future economic conditions.

Expected credit losses are measured as the probability-weighted present value of all cash shortfalls (including the value of the collateral, if appropriate) over the expected life of each financial asset.

Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is estimated that amounts due are deemed uncollectible.

When delinquency reaches 120 days, revolving change accounts are generally deemed to be uncollectible and charged off to the allowance for credit losses.

The total allowance for credit losses at December 31, 2024 and 2023 was $424 million and $363 million, respectively.

Management’s ongoing evaluation of the adequacy of the allowance for credit losses takes into consideration historical loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of underlying collateral and current and future economic conditions.

While management believes it has exercised prudent judgment and applied reasonable assumptions, there can be no assurance that, in the future, changes in economic conditions or other factors will not cause changes in the financial condition of our customers.

If the financial condition of some of our customers deteriorates, the timing and level of payments received could be impacted and, therefore, could result in an increase in losses on the current portfolio.

The allowance for credit losses represents our estimate of lifetime expected credit losses on trade and financing receivables.

Retail receivables include retail notes, finance leases, and revolving charge accounts to end‑use customers, while wholesale receivables primarily include dealer floorplan financing and other dealer‑related financing.

Receivables within a geographic area generally share similar risk characteristics and are evaluated collectively.

Expected credit losses for retail, trade, and wholesale portfolios are estimated using loss‑forecast models that incorporate historical loss experience, collateral values, portfolio performance, delinquency trends, and forward‑looking macroeconomic factors.

Retail models consider indicators such as Gross Domestic Product and net farm income, while wholesale and trade models also reflect industry sales volumes.

Models are updated quarterly, and qualitative adjustments are applied when risks are not fully captured in the quantitative inputs.

Receivables that do not share similar risk characteristics are evaluated individually based on factors such as outstanding amounts, delinquency status, and collection history.

Expected credit losses reflect the probability‑weighted present value of cash shortfalls, including collateral values when relevant, over the expected life of the asset.

Charge‑offs are recorded when amounts are deemed uncollectible.

Revolving charge accounts are generally charged off at 120 days past due.

At December 31, 2025 and 2024, the allowance for credit losses was $572 million and $424 million, respectively.

The 2025 balance includes a $121 million increase in retail reserves for Brazil due to adverse market conditions including crop price declines, flooding and drought.

Management's evaluation considers historical loss experience, portfolio risks, adverse situations that may affect the borrower's ability to repay, collateral values and current and forecasted economic conditions.

The assumptions used in evaluating the Company's exposure to credit losses involve estimates and significant judgment.

While the company believes its allowance is sufficient to provide for losses over the life of its existing receivable portfolio, different assumptions or changes in economic conditions would result in changes to the allowance for credit losses.

Historically, changes in economic conditions have had limited impact on credit losses within the company’s wholesale receivable portfolio.

Within the retail customer receivables portfolio, credit loss estimates are dependent on a number of factors, including historical portfolio performance, current delinquency levels, and estimated recoveries on defaulted accounts.

While management believes the allowance is adequate, future changes in economic conditions or customer financial health could require adjustments to the allowance.

Historically, changes in economic conditions have had limited impact on wholesale receivables.

Retail receivable credit loss estimates are more sensitive, reflecting factors such as historical portfolio performance, current delinquency levels, and estimated recoveries on defaulted accounts.

A hypothetical 10% increase in the quantitative loss rates would have resulted in an approximately $21 million increase to the allowance for credit losses at December 31, 2025.

Allowance for Obsolete and Slow-moving Inventory

Inventories are valued at the lower of cost or net realizable value, using the first-in, first-out method.

Net realizable value is the estimated selling price, less reasonably predictable costs of completion or disposal and transportation.

We estimate the selling price of equipment based on past experience and expected future trends in dealer inventory unit requirements, pricing and promotions, and local market and general economic conditions.

Recoverability of Long-lived Assets (including Goodwill)

Long-lived assets include property, plant and equipment, goodwill and other intangible assets such as patents and trademarks.

We evaluate the recoverability of property, plant and equipment and finite-lived other intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.

We assess the recoverability of property, plant and equipment and finite-lived other intangible assets by comparing the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset.

If the carrying amount of the long-lived asset is not recoverable in full on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

We have identified three reporting units for the purpose of goodwill impairment testing:

Agriculture, Construction, and Financial Services.

Impairment testing for goodwill is done at a reporting unit level.

Under the goodwill impairment test, CNH’s estimate of the fair value of the reporting unit is compared with its carrying value.

An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value;

however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

CNH has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.

Goodwill and indefinite-lived other intangible assets are tested for impairment at least annually.

For goodwill, in 2022, 2023, and 2024, we performed our annual impairment review as of December 31 of each year and concluded that there was no impairment.

We evaluate events and changes in circumstances to determine if additional testing may be required.

We test goodwill for impairment annually at the reporting unit level and whenever events or circumstances indicate potential impairment.

For CNH, indicators include adverse global economic conditions, declines in agricultural or construction equipment demand, commodity price volatility, supply chain disruptions, regulatory or trade policy changes, deterioration in reporting unit financial performance, loss of significant dealer or customer relationships, technological shifts affecting product competitiveness, or decisions to reorganize a reporting unit.

Our reporting units are Agriculture, Construction, and Financial Services.

Impairment testing compares the estimated fair value of each reporting unit with its carrying value.

Any excess of carrying value over fair value is recognized as an impairment charge, limited to the goodwill allocated to that unit.

A qualitative assessment may be performed to determine whether a quantitative test is required.

Annual impairment reviews as of December 31, 2025, 2024, and 2023 indicated no impairment.

We monitor events and changes in circumstances to determine if interim testing is required.

For all reporting units, a 10% decrease in the estimated fair value would have had no effect on the carrying value of goodwill at the annual measurement date in 2025.

For indefinite-lived other intangible assets, in 2022 and 2023 our annual impairment review performed as of December 31 of each year concluded that there was no impairment in either year.

In 2024, the fair value of our indefinite-lived other intangible asset was below the carrying value by $11 million and the Company recognized an impairment charge, within Research and Development expense, of $11 million for the Agriculture reporting unit.

The fair value of the in-process research and development ("IPR&D") was determined using the relief from royalty method.

Under the relief from royalty approach, the fair value of the indefinite-lived intangible asset is calculated based on the present value of royalties avoided.

This approach is dependent on several management assumptions, including estimates of future revenues, estimated cost of completion, and the weighted average cost of capital.

Other Indefinite-lived Intangible Assets

The Company holds indefinite-lived intangible assets that consist primarily of trade names and IPR&D acquired through business combinations.

These assets are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

In 2024 and 2025, the Company recognized impairment charges of $11 million and $123 million, respectively, related to the IPR&D acquired as part of the Raven acquisition.

In 2025, the Company recognized an impairment charge of $49 million related to the IPR&D acquired as part of the Bennamann acquisition.

The Company recognized the related impairment charges within R&D expense for

the Agriculture reporting unit.

The fair value of the IPR&D acquired as part of the Raven acquisition was determined using the relief-from-royalty method, which estimates value based on the present value of royalties avoided.

This approach depends on several management assumptions, including estimates of future revenues, estimated cost of completion, and the weighted-average cost of capital.

The fair value of the IPR&D acquired as part of the Bennamann acquisition was determined using the Multi-Period Excess Earnings Method ("MPEEM"), which isolates cash flows specifically attributable to the asset after deducting returns on contributory assets, such as working capital, that support the generation of income.

This approach depends on several management assumptions, including estimates of future revenues, contributory asset charges, probability of success and discount rates.

Residual Values of Assets Leased Out Under Operating Lease Arrangements

Our Financial Services segment purchase equipment from our dealers and leases such equipment to retail customers under operating leases.

Our Financial Services segment purchases equipment from our dealers and leases such equipment to retail customers under operating leases.

Income from these operating leases is recognized over the term of the lease.

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Although realization is not assured, management believes that the estimated residual values are realizable.

Sales Allowances

The company provides sales incentives and allowances to dealers.

At the time a sale to a dealer is recognized, the company records an estimate of the future sales incentive costs as a reduction of revenue.

These incentives may be based on a dealer’s purchase volume, or on retail sales incentive programs and financing programs that will be due when the dealer sells the equipment to a retail customer.

The estimated cost of these programs is based on historical data, announced and expected incentive programs, field inventory levels.

Sales Incentives and Allowances

The Company provides sales incentives and allowances to dealers as a reduction of revenue at the time of sale, based on estimated future incentive costs.

These incentives may be based on dealer purchase volumes, or on retail sales incentive programs and financing programs that will be due when the dealer sells the equipment to a retail customer.

The estimated cost of these programs is based on historical data, announced and expected incentive programs, and field inventory levels.

The final cost of these programs is determined at the end of the measurement period for volume-based incentives or when the dealer sells the equipment to the retail customer.

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Actual cost differences from the original cost estimate are recognized in "Net sales".

The total accruals recorded were $2,075 million, $2,433 million and $1,556 million in “Other liabilities” on the Consolidated Balance Sheets at December 31, 2024, 2023 and 2022, respectively.

The decrease in 2024 was due to dealer destocking, while the increase in 2023 was due to targeted initiatives to drive higher retail demand.

Accruals recorded in "Other liabilities" on the Consolidated Balance Sheets were $1,930 million, $2,075 million and $2,433 million at December 31, 2025, 2024 and 2023, respectively.

The decrease in 2024 reflected dealer destocking following elevated inventory levels, while the further decline in 2025 was driven by broader channel destocking across dealers and other distribution partners.

Product Warranties

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Pension and Other Postemployment Benefits

As more fully described in “Note 13:

As described in "Note 13:

Employee Benefit Plans and Postretirement Benefits" to our Consolidated Financial Statements for the year ended December 31, 2025, we sponsor pension, healthcare and other postemployment plans in various countries.

We actuarially determine the costs and obligations relating to such plans using several statistical and judgmental factors.

These assumptions include discount rates, rates for expected returns on plan assets, rates for compensation increases, mortality rates, retirement rates, and healthcare cost trend rates, as determined by us within certain guidelines.

To the extent actual experiences differ from our assumptions or our assumptions change, we may experience gains and losses that we have not yet recognized in our consolidated statements of operations but would be recognized in equity.

For our pension and postemployment benefit plans, we recognize net gain or loss as a component of defined benefit plan cost for the year if, as of the beginning of the year, such unrecognized net gain or loss exceeds 10% of the greater of (1) the projected benefit obligation or (2) the fair market value of the plan assets at year end.

In such case, the amount of amortization we recognize is the resulting excess divided by the average remaining service period of active employees, and by the average life expectancy for inactive employees expected to receive benefits under the plan.

The following table includes the effects of a one percentage-point change in our primary actuarial assumptions on pension, healthcare and other postemployment benefit obligations and expense:

Year End Benefit Cost Year End Benefit Obligation

(in millions of dollars)

Percentage-Point

Pension benefits:

Assumed discount rate $ (3) $ 4 $ (103) $ 123

Expected long-term rate of return on plan assets $ (10) $ 10 $ — $ —

Healthcare benefits:

Assumed discount rate $ — $ — $ (8) $ 9

Assumed health care cost trend rate (initial and ultimate) $ — $ — $ 7 $ (6)

Other benefits:

Assumed discount rate $ — $ — $ (6) $ 7

The related costs and obligations are actuarially determined using several statistical and judgment-based assumptions, including discount rates, rates for expected returns on plan assets, rates for compensation increases, mortality rates, retirement rates, and healthcare cost trend rates.

Differences between actual experience and these assumptions, or changes in the assumptions themselves, may result in gains or losses that are initially recorded in equity and subsequently amortized into expense when they exceed 10% of the greater of (1) the projected benefit obligation or (2) the fair market value of the plan assets at year end.

Any such excess is amortized over the average remaining service period of active employees, and by the average life expectancy for inactive employees expected to receive benefits under the plan.

The measurement of our pension, healthcare, and other postemployment benefit obligations and related net periodic benefit cost is particularly sensitive to changes in key actuarial assumptions.

The discount rate is the most significant

driver of volatility, especially for our pension plans.

A one percentage‑point decrease in the discount rate would increase our pension obligation by approximately $121 million, while a one percentage‑point increase would reduce it by approximately $102 million.

Pension expense is also affected by these assumptions:

a one percentage‑point change in the discount rate or expected long‑term rate of return on plan assets would change annual pension cost by approximately $3 million and $11 million, respectively.

Our healthcare and other postemployment benefit obligations are also sensitive to changes in the discount rate, though to a lesser extent.

A one percentage‑point decrease in the discount rate would increase these obligations by approximately $8 million, while a one percentage‑point increase would reduce them by approximately $7 million.

For healthcare benefits, a one percentage‑point change in the assumed healthcare cost trend rate would change the obligation by approximately $6 million.

Realization of Deferred Tax Assets

At December 31, 2024, we had a net deferred tax asset on temporary differences, including tax attributes, of $1.6 billion, including $0.2 billion of deferred tax assets that are not recognized in the financial statements.

The corresponding totals at December 31, 2023, were $1.6 billion and $0.2 billion, respectively.

At December 31, 2025, the Company had net deferred tax assets on temporary differences of $1,666 million, including $209 million of deferred tax assets that were not recognized in the financial statements.

The corresponding totals at December 31, 2024, were net deferred tax assets of $1,560 million, including $183 million of deferred tax assets that were not recognized in the financial statements.

We have recognized deferred tax assets we believe are more likely than not to be realized.

The determination to record a valuation allowance requires significant judgement and is based on an assessment of positive and negative evidence, whereby objectively verifiable evidence takes precedence over other forms of evidence.

The determination to record a valuation allowance requires significant judgment and is based on an assessment of positive and negative evidence, whereby objectively verifiable evidence takes precedence over other forms of evidence.

In our assessments, we consider actual and forecasted results, the potential to carryback net operating losses and credits, the future reversal of certain taxable temporary differences, and tax planning strategies.

We also consider risk factors, including, but not limited to, the economic conditions in the countries and, in some cases, regions in which we have significant operations as those conditions would generally impact our ability to generate taxable income in specific jurisdictions.

During the fourth quarter of 2024, we recognized a significant portion of the deferred tax assets related to our operations in China, resulting in a $29 million non-cash tax benefit, as those operations had consistently returned to pre-tax profitability, with the trend anticipated to continue for the foreseeable future.

During this same period, we also recorded a valuation allowance on deferred tax assets generated by our financial services business in Argentina, resulting in a $35 million non-cash increase to the Company’s tax

expense, as those operations generated statutory tax losses attributable to Argentina’s hyperinflationary economy that we do not anticipate utilizing in the foreseeable future.

During the fourth quarter of 2023, we recognized a significant portion of the deferred tax assets related to our operations in the U.K., resulting in a $99 million non-cash tax benefit, as those operations had consistently returned to pre-tax profitability, with that trend anticipated to continue for the foreseeable future.

During the fourth quarter of 2022, we recognized substantially all the deferred tax assets related to our agricultural and construction equipment operations in Italy, resulting in a $55 million non-cash tax benefit, as those operations had consistently returned to pre-tax profitability, with that trend anticipated to continue for the foreseeable future.

During the fourth quarter of 2025, we recognized a valuation allowance on deferred tax assets from the non-cash impairment charges related to Monarch Tractors and the IPR&D acquired as part of the Raven acquisition.

In 2025, we also recorded a valuation allowance against deferred tax assets generated by Bennamann.

During the fourth quarter of 2024, we recognized a significant portion of the deferred tax assets related to our operations in China, resulting in a non-cash tax benefit, as those operations had consistently returned to pre-tax profitability, with that trend anticipated to continue for the foreseeable future.

During this same period, we also recorded a valuation allowance on deferred tax assets generated by our financial services business in Argentina, resulting in a non-cash increase to the Company's tax expense, as those operations generated statutory tax losses attributable to Argentina's hyperinflationary economy that we do not anticipate utilizing in the foreseeable future.

Contingent Liabilities

We are the subject of legal and indirect tax proceedings covering a range of matters, which are pending in various jurisdictions.

We are the subject of legal and indirect tax proceedings covering a range of matters that are pending in various jurisdictions.

Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of such matters.

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Forward-looking statements are not guarantees of future performance.

Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict.

Rather, they are based on current views and assumptions

and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict.

If any of these risks and uncertainties materialize (or they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements.

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production and supply chain disruptions, including industry capacity constraints, material availability, and global logistics delays and constraints;

the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products, changes in government policies regarding banking, monetary and fiscal policy;

legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, commerce and infrastructure development;

government policies on international trade and investment, including sanctions and actions after recent U.S.

elections in respect to global trade, tariffs, trade agreements, and the uncertainty of our ability to sell products internationally based on these actions and policies;

the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods related products, particularly as it relates to the agricultural market business cycle;

changes in government policies regarding banking, monetary and fiscal policy;

legislation, particularly pertaining to capital goods related issues such as agriculture, the environment, debt relief and subsidy program policies, trade, commerce and infrastructure development;

government policies on international trade and investment, including sanctions, import quotas, capital controls, tariffs and other protective measures issued to promote national interests or address foreign competition, which in turn result or may result in retaliatory tariffs or other measures enacted by affected trade partners;

volatility in international trade caused by the imposition of tariffs and the related impact on cost and prices, which could consequently affect demand of our products, sanctions, embargoes, and trade wars;

actions of competitors in the various industries in which we compete;

development and use of new technologies and technological difficulties;

the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products;

development and use of new technologies (including artificial intelligence) and technological difficulties;

the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety, privacy and data security or other aspects of our products;

labor relations;

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housing starts and other construction activity;

weather conditions, particularly to the extent it impacts the agricultural industry;

our ability to obtain financing or to refinance existing debt;

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security breaches with respect to our products;

our pension plans and other post-employment obligations;

our pension plans and other postemployment obligations;

political and civil unrest;

volatility and deterioration of capital and financial markets, including pandemics (such as the COVID-19 pandemic), terrorist attacks in Europe and elsewhere;

volatility and deterioration of capital and financial markets, including pandemics, terrorist attacks in Europe and elsewhere;

the remediation of a material weakness;

our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan, including targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations;

our failure to realize, or a delay in realizing, all of the anticipated benefits

of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing.

our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan;

including targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations;

our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing.

Forward-looking statements are based upon assumptions relating to the factors described in this filing, which are sometimes based upon estimates and data received from third parties.

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CNH expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this document to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.

Further information concerning CNH, including factors that potentially could materially affect its financial results, is included in the Company’s reports and filings with the U.S.

Securities and Exchange Commission (“SEC”).

Further information concerning CNH, including factors that potentially could materially affect its financial results, is included in the Company's reports and filings with the SEC.

All future written and oral forward-looking statements by CNH or persons acting on the behalf of CNH are expressly qualified in their entirety by the cautionary statements contained herein or referred to above.

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We have audited the accompanying consolidated balance sheets of CNH Industrial N.V.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the two years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 16 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2025, and the related notes and the sche dules listed in the Index at Item 16 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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Critical Audit Matter Description

The Company recognizes revenue when control of the equipment, services or parts has been transferred, and the Company’s performance obligations to the customers (e.g.

dealers) have been satisfied.

The Company recognizes revenue when control of the equipment, services or parts has been transferred, and the Company’s performance obligations to the customers (e.g., dealers) have been satisfied.

Transfer of control occurs when title and risk of ownership have transferred to the customer, which occurs based upon the terms specified in the agreement.

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◦ Obtained the terms in certain dealer agreements by region and evaluated the appropriateness of management’s application of their accounting policies in the determination of revenue recognition conclusions based on the dealer terms.

◦ Agreed the evidence of shipment to support the timing of revenue recognized.

◦ Confirmed certain dealer inventory balances as of year-end.

◦ Obtained evidence of shipment to evaluate the timing of revenue recognized.

◦ Confirmed transaction terms with dealers to evaluate the timing of revenue recognition.

/s/ Deloitte & Touche LLP

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We have served as the Company's auditor since 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of CNH Industrial N.V.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income, cash flows and changes in equity for the year ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2014 to 2023.

Chicago, Illinois

February 28, 2023

CNH INDUSTRIAL N.V.

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For the Years Ended December 31, 2025, 2024 and 2023

Years Ended December 31,

(in millions of dollars and shares, except per share amounts) 2025 2024 2023

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Total Costs and Expenses 17,475 18,379 21,984

Income (loss) of Consolidated Group before Income Taxes 1,457 2,703 2,682

Consolidated income before income taxes

620 1,457 2,703

Income tax expense ( 184 ) ( 336 ) ( 594 )

Equity in income of unconsolidated subsidiaries and affiliates 138 178 104

Net income (loss) 1,259 2,287 2,039

Net income attributable to noncontrolling interests 13 12 10

Net income (loss) attributable to CNH Industrial N.V.

Equity in income of unconsolidated affiliates

505 1,259 2,287

Basic earnings (loss) per share attributable to common shareholders

Net income (loss) attributable to noncontrolling interests

Net income attributable to CNH Industrial N.V.

$ 510 $ 1,246 $ 2,275

Basic earnings per share attributable to common shareholders

Basic earnings per share attributable to CNH Industrial N.V.

$ 0.41 $ 0.99 $ 1.71

Diluted earnings (loss) per share attributable to common shareholders

Diluted earnings per share attributable to common shareholders

Diluted earnings per share attributable to CNH Industrial N.V.

$ 0.41 $ 0.99 $ 1.69

Average shares outstanding

Weighted-average shares outstanding

Basic 1,248 1,254 1,332

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Cash dividends declared per common share $ 0.250 $ 0.470 $ 0.396

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

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For the Years Ended December 31, 2025, 2024 and 2023

Years Ended December 31,

(in millions of dollars) 2025 2024 2023

Net income (loss) $ 1,259 $ 2,287 $ 2,039

Other comprehensive income (loss), net of tax

$ 505 $ 1,259 $ 2,287

Other comprehensive loss, net of tax

Unrealized gain (loss) on cash flow hedges ( 45 ) 82 ( 56 )

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Share of other comprehensive income (loss) of entities using the equity method 23 ( 28 ) 1

Other comprehensive income (loss), net of tax ( 351 ) ( 81 ) 218

Comprehensive income (loss) 908 2,206 2,257

Other comprehensive loss, net of tax

( 50 ) ( 351 ) ( 81 )

Comprehensive income

455 908 2,206

Comprehensive income attributable to noncontrolling interests — 12 15

Comprehensive income (loss) attributable to CNH Industrial N.V.

Comprehensive income attributable to CNH Industrial N.V.

$ 455 $ 896 $ 2,191

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

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Property, plant and equipment, net 2,181 1,936

Investments in unconsolidated subsidiaries and affiliates 490 479

Investments in unconsolidated affiliates 437 490

Equipment under operating leases 1,591 1,466

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Total Liabilities and Equity $ 42,747 $ 42,933

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

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The liabilities in the table include third party liabilities of the consolidated VIEs, for which creditors do not have recourse to the general credit of CNH.

Receivables for additional information on the Company's VIEs.

Receivables" of the Consolidated Financial Statements for additional information on the Company's VIEs.

(in millions of dollars) December 31, 2025 December 31, 2024

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For the Years Ended December 31, 2025, 2024 and 2023

Years Ended December 31,

(in millions of dollars) 2025 2024 2023

Cash Flows from Operating Activities

Net income (loss) $ 1,259 $ 2,287 $ 2,039

$ 505 $ 1,259 $ 2,287

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense excluding depreciation and amortization of assets under operating lease 417 377 327

Depreciation and amortization expense of assets under operating lease 188 187 208

(Gain) loss from disposal of assets 11 10 ( 42 )

Undistributed income (loss) of unconsolidated subsidiaries ( 11 ) ( 115 ) ( 69 )

Depreciation and amortization expense excluding depreciation and amortization of assets under operating leases 432 417 377

Depreciation and amortization expense of assets under operating leases 197 188 187

Undistributed income of unconsolidated affiliates

17 ( 11 ) ( 115 )

Other non-cash items 647 340 183

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Other assets and liabilities 15 ( 530 ) 296

Net cash provided (used) by operating activities 1,968 907 557

Net cash provided by operating activities

2,538 1,968 907

Cash Flows from Investing Activities

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Collections of retail receivables 7,508 6,459 5,824

Proceeds from the sale of assets, net of assets under operating leases 1 16 97

Expenditures for property, plant and equipment and intangible assets excluding assets under operating lease ( 536 ) ( 644 ) ( 461 )

Expenditures for property, plant and equipment and intangible assets excluding assets under operating leases ( 543 ) ( 536 ) ( 644 )

Expenditures for assets under operating leases ( 655 ) ( 650 ) ( 551 )

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Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 225 ( 308 ) 110

Net increase (decrease) in cash, cash equivalents and restricted cash ( 1,179 ) ( 84 ) ( 716 )

Net decrease in cash, cash equivalents and restricted cash

( 637 ) ( 1,179 ) ( 84 )

Cash, cash equivalents and restricted cash, beginning of year 3,866 5,045 5,129

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Total cash, cash equivalents and restricted cash $ 3,229 $ 3,866 $ 5,045

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

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(in millions of dollars) Common

Accumulated Other Comprehensive Income (Loss) (1)

Accumulated Other Comprehensive Loss

Noncontrolling

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Noncontrolling

Balance December 31, 2021 25 ( 84 ) 4,464 4,818 ( 2,445 ) 30 6,808 45

Demerger of Iveco Group — — ( 3,044 ) 1,464 ( 52 ) ( 22 ) ( 1,654 ) —

Balance January 1, 2022 25 ( 84 ) 1,420 6,282 ( 2,497 ) 8 5,154 45

Balance at December 31, 2022 $ 25 $ ( 230 ) $ 1,504 $ 7,906 $ ( 2,278 ) $ — $ 6,927 $ 49

Net income (loss) — — — 2,275 — ( 4 ) 2,271 16

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Acquisition of treasury stock — ( 652 ) — — — — ( 652 ) —

Common shares issued from treasury stock and capital increase for share-based compensation — 7 ( 7 ) — — — — —

Common shares issued from treasury stock for share-based compensation

— 20 ( 20 ) — — — — —

Share-based compensation expense — — 99 — — — 99 —

Other changes — ( 3 ) ( 5 ) — — 67 59 —

Balance December 31, 2022 25 ( 230 ) 1,504 7,906 ( 2,278 ) — 6,927 49

Balance at December 31, 2023 25 ( 865 ) 1,578 9,654 ( 2,362 ) 66 8,096 54

Net income (loss) — — — 1,246 — ( 4 ) 1,242 17

Other comprehensive income (loss), net of tax — — — — ( 84 ) 3 ( 81 ) —

Other comprehensive loss, net of tax

— — — — ( 350 ) ( 1 ) ( 351 ) —

Dividends paid (1)

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Acquisition of treasury stock — ( 702 ) — — — — ( 702 ) —

Common shares issued from treasury stock and capital increase for share-based compensation — 20 ( 20 ) — — — — —

Common shares issued from treasury stock for share-based compensation

— 190 ( 190 ) — — — — —

Share-based compensation expense — — 19 — — — 19 —

Other changes — ( 9 ) 8 — — 1 — —

Balance December 31, 2023 $ 25 $ ( 865 ) $ 1,578 $ 9,654 $ ( 2,362 ) $ 66 $ 8,096 $ 54

Balance at December 31, 2024 25 ( 1,386 ) 1,415 10,309 ( 2,712 ) 62 7,713 55

Net income (loss) — — — 510 — ( 23 ) 487 18

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Acquisition of treasury stock — ( 100 ) — — — — ( 100 ) —

Common shares issued from treasury stock and capital increase for share-based compensation — 190 ( 190 ) — — — — —

Common shares issued from treasury stock for share-based compensation

— 51 ( 51 ) — — — — —

Share-based compensation expense — — 25 — — — 25 —

Other changes — 13 ( 1 ) — — ( 2 ) 10 —

Balance December 31, 2024 25 ( 1,386 ) 1,415 10,309 ( 2,712 ) 62 7,713 55

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

Balance at December 31, 2025 $ 25 $ ( 1,422 ) $ 1,388 $ 10,506 $ ( 2,767 ) $ 42 $ 7,772 $ 53

(1) Dividends per share of common stock of $ 0.250 , $ 0.470 , and $ 0.396 were declared in the years ended December 31, 2025, 2024 and 2023, respectively.

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Property, Plant and Equipment

Investments in Unconsolidated Subsidiaries and Affiliates

Investments in Unconsolidated Affiliates

Goodwill and Other Intangibles

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Note 22 Related Party Information

Note 23 Immaterial Revision of Prior Period Financial Statements

Subsequent Event

CNH INDUSTRIAL N.V.

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CNH Industrial N.V.

(“CNH” or the “Company”) is incorporated in, and under the laws of, the Netherlands.

CNH is a leading company in the capital goods sector that, through its various businesses, designs, produces and sells agricultural equipment 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.

The Company has three reportable segments consisting of:

(i) Agriculture, which designs, produces and sells agricultural equipment (ii) Construction, which designs, produces and sells construction equipment and (iii) Financial Services, which provides financial services to the customers of the Company’s products.

The Company’s worldwide agricultural equipment and construction equipment segments as well as corporate functions are collectively referred to as “Industrial Activities”.

is incorporated in, and under the laws of, the Netherlands.

CNH is a leading global company in the capital goods sector that develops, manufactures and sells agricultural equipment 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.

The Company has three reportable segments:

(i) Agriculture, which develops, manufactures and sells agricultural equipment;

(ii) Construction, which develops, manufactures and sells construction equipment;

and (iii) Financial Services, which provides financial services to customers of the Company's products.

The Company's global agricultural equipment and construction equipment segments, as well as corporate functions, are collectively referred to as "Industrial Activities".

The Company was formed as a result of the merger of Fiat Industrial S.p.A.

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with and into CNH, effective September 29, 2013.

Immaterial Revision of Prior Period Financial Statements

In connection with the preparation of our consolidated financial statements for the three months ended September 30, 2024, the Company identified an immaterial error related to the highly inflationary accounting for its unconsolidated subsidiary in Türkiye, TürkTraktör ve Ziraat Makineleri A.S.

("TürkTraktör") in the quarterly and annual periods in fiscal 2023 and first and second quarters in fiscal 2024.

The functional currency of Türkiye-based TürkTraktör is the Turkish lira, and the Türkiye economy was deemed highly inflationary in 2022.

CNH has determined that its translation criteria from Turkish lira into CNH's functional currency of US Dollars resulted in an overstatement of CNH's Equity in income of Unconsolidated Subsidiaries and Affiliates by $ 96 million in 2023 and by $ 67 million in the first half of 2024.

In accordance with SAB No.

99, "Materiality," and SAB No.

108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," CNH evaluated the error and determined that the related impact was not material to its financial statements for any prior annual or interim period, but that correcting the cumulative impact of the error would be significant to its results of operations for the three months ended September 30, 2024.

For comparative purposes, the Company has made these immaterial corrections to the recognition of highly inflationary impacts, as well as the related impacts to assets and retained earnings in the 2023 period presented in this Form 10-K.

The impacts of the error and subsequent corrections are contained entirely within the Agriculture segment.

A summary of revisions to our previously reported financial statements is presented in Note 23:

Immaterial Revision of Prior Period Financial Statements.

We will also correct previously reported financial information for this immaterial error in the Company's filings through the second quarter of 2025.

Summary of Significant Accounting Policies

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The Consolidated Financial Statements include CNH Industrial N.V.

and its consolidated subsidiaries.

and its consolidated affiliates.

The Consolidated Financial Statements are expressed in U.S.

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The Consolidated Financial Statements include the accounts of CNH's subsidiaries in which CNH has a controlling financial interest, and reflect the noncontrolling interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable.

A controlling financial interest may exist based on ownership of a majority of the voting interest of an entity or based on CNH’s determination that it is the primary beneficiary of a variable interest entity (“VIE”).

The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity.

The Company assesses whether it is the primary beneficiary on an ongoing basis, as prescribed by the accounting guidance on the consolidation of VIEs.

The consolidated status of the VIEs with which the Company is involved may change as a result of such reassessments.

Investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method when CNH does not have a controlling interest but exercises significant influence.

A controlling financial interest exists when the Company holds a majority voting interest of an entity or determines that it is the primary beneficiary of a VIE.

The primary beneficiary is the party with both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could be significant to the entity.

The Company evaluates its status as primary beneficiary on an ongoing basis in accordance with VIE consolidation guidance, and the consolidation status of VIEs may change as a result of these reassessments.

Investments in unconsolidated affiliates are accounted for using the equity method when CNH does not have a controlling interest but exercises significant influence.

Under this method, the investment is initially recorded at cost and is increased or decreased by CNH's proportionate share of the entity's respective net income or loss.

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Acquisition-related costs are generally recognized in profit or loss as incurred.

Effective October 12, 2023, CNH closed on its purchase of Hemisphere, a global satellite navigation technology leader, for a total consideration of $ 181 million.

The acquisition of Hemisphere consolidates our guidance and connectivity capabilities to advance CNH's in-house precision, automation and autonomy technology for the agriculture and construction industries.

At December 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $ 111 million and $ 51 million in preliminary goodwill and intangible assets, respectively.

The valuation of assets acquired and liabilities assumed was finalized as of December 31, 2024.

Measurement period adjustments were made in 2024 to reduce goodwill by $ 3 million and increase other intangible assets by $ 6 million, offset by an increase in deferred tax liabilities and a decrease in other assets.

Pro forma results of operations have not been presented because the effects of the Hemisphere acquisition were not material to the Company’s consolidated results of operations.

Additionally, Hemisphere's post-acquisition results were not material.

On March 15, 2023, CNH acquired a controlling interest in Bennamann (ownership interest of 50.0085 %) by purchasing an additional 34.4 % interest through cash consideration of approximately $ 51 million.

At March 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $ 118 million and $ 46 million in preliminary goodwill and intangible assets, respectively.

The valuation of assets acquired and liabilities assumed was finalized as of March 31, 2024.

Measurement period adjustments were made in 2023 reducing goodwill by $ 3 million, primarily offset by increases in intangible assets as a result of updates to certain of the valuations.

Pro forma results of operations have not been presented because the effects of the Bennamann acquisition were not material to the Company’s consolidated results of operations.

Additionally, Bennamann's post-acquisition results were not material.

On March 13, 2023, CNH purchased Augmenta.

The Company acquired the remaining 89.5 % of Augmenta it did not own for cash consideration of approximately $ 80 million and a deferred payment of $ 10 million.

At March 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $ 76 million and $ 35 million in preliminary goodwill and intangible assets, respectively.

The valuation of assets acquired and liabilities assumed was finalized as of March 31, 2024.

Measurement period adjustments were recorded during 2023 reducing goodwill by $ 14 million primarily offset by increases in intangible assets as a result of updates of certain of the valuations.

Pro forma results of operations have not been presented because the effects of the Augmenta acquisition were not material to the Company’s consolidated results of operations.

Additionally, Augmenta's post-acquisition results were not material.

On October 12, 2023, CNH closed on its purchase of Hemisphere, a global satellite navigation technology leader, for a total consideration of $ 181 million.

On March 15, 2023, CNH acquired a controlling interest in Bennamann, increasing its ownership to just over 50.0 % through the purchase of an additional 34.4 % interest for approximately $ 51 million in cash.

On March 13, 2023, CNH acquired the remaining 89.5 % of Augmenta for cash consideration of approximately $ 80 million, and a deferred payment of $ 10 million.

Use of Estimates in the Preparation of Financial Statements

The preparation of Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses.

Significant estimates in these consolidated financial statements include the recoverability of long-lived assets, including property, plant and equipment, goodwill and other intangible assets;

Significant estimates in these Consolidated Financial Statements include allowance for credit losses;

fair values for goodwill impairment tests;

residual values of equipment on operating leases;

allowance for credit losses;

realizability of deferred tax assets;

liabilities for warranties;

sales allowances;

allowance for obsolete and slow-moving inventory;

and assets and obligations related to employee benefits.

liabilities for warranties;

obligations related to employee benefits;

realizability of deferred tax assets;

and contingent liabilities.

Actual results could differ from these estimates.

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Sales of goods

The Company has determined that the customers from the sale of equipment and parts are dealers, distributors, public entities and retail customers.

The Company's customers for equipment and parts consist of dealers, distributors, public entities and retail customers.

The Company recognizes revenue at a point in time when control has transferred to the customer at the amount of consideration that the Company expects to be entitled.

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The determination of sales allowances requires management to make estimates based upon historical data, estimated future market demand for products, field inventory levels, announced incentive programs, competitive pricing and interest rates, among other things.

Sales to dealers may be accompanied by floorplan agreements under which the Company offers wholesale financing, which may include “interest-free” financing for specified period of time (which also vary by geographic market and product line;

Sales to dealers may be accompanied by floorplan agreements under which the Company offers wholesale financing, which may include "interest-free" financing for a specified period of time (which also vary by geographic market and product line;

Receivables" for further information).

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For parts sales, when the Company provides its customers with a right to return a transferred product, revenue and corresponding cost of sales are recognized for parts that are not expected to be returned.

The expected returns are estimated based on an analysis of historical experience.

The expected returns are

estimated based on an analysis of historical experience.

The portion of revenue (and corresponding cost of sales) related to the parts that are expected to be returned is recognized at the end of the return period.

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This asset is initially measured at the former carrying amount of the inventory.

At each reporting date, both the refund liability and the return asset are remeasured to record for any revisions to the expected level of returns, as well as any decreases in the value of the returned products.

At each reporting date, both the refund liability and the return asset are remeasured to record any revisions to the expected level of returns, as well as any decreases in the value of the returned products.

Rendering of services

Revenues from services provided are primarily comprised of extended warranties and maintenance and repair services and are recognized over the contract period when the costs are incurred, that is when the claims are charged by the dealer.

Amounts invoiced to customers for which CNH receives consideration before the performance is satisfied are recognized as contract liability.

These services are either separately-priced or included in the selling price of the equipment.

In the second case, revenue for the services is allocated based on the estimated stand-alone selling price.

Revenues from services are primarily from extended warranties and maintenance and repair services.

These revenues are recognized over the contract period as the costs are incurred, which occurs when claims are submitted by the dealer.

Amounts invoiced to customers for which CNH receives consideration prior to satisfying the related performance obligation are recorded as contract liabilities.

These services are either separately priced or included in the equipment's selling price.

When included in the selling price, revenue is allocated to the service component based on its estimated stand-alone selling price.

In the event that the costs expected to be incurred to satisfy the remaining performance obligations exceed the transaction price, an estimated contract loss is recognized.

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Sales Allowances

CNH grants certain sales incentives to support sales of its products to retail customers.

The cost for such incentive programs is recorded as a deduction in arriving at the net sales amount at the time of the sale of the product to the dealer.

CNH grants certain sales allowances to promote the sale of its products to retail customers.

The cost for such allowance programs are recorded as a deduction from gross sales at the time of the sale of the product to the dealer.

The cost for new programs is accrued at the inception of the program.

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Warranty Costs

At the time a sale of equipment or parts is recognized, CNH records the estimated future base warranty costs for the product.

CNH determines its total warranty liability by applying historical claims rate experience, while considering specific contractual terms, to equipment that has been sold and is still under warranty.

At the time revenue is recognized for equipment or parts sales, CNH records an estimate of future base warranty costs.

Total warranty liabilities are determined using historical claims rate and applicable contractual terms for products still under warranty.

Quality campaigns are formal post-production modification programs approved by management.

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Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalized and amortized over the useful life of the class of assets to which they refer.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, and those that require a substantial period of time to be made ready for their intended use or sale, are capitalized and amortized over the useful life of the related asset class.

All other borrowing costs are expensed when incurred.

Government Grants

Government grants are recognized in the financial statements when there is reasonable assurance that the Company will comply with the conditions for receiving such grants and that the grants themselves will be received.

Government grants are recognized as income over the periods necessary to match the related costs which they are intended to offset.

Government grants are recognized in the financial statements when the Company has reasonable assurance that it will meet the grant conditions and receive the funds.

Government grants are recognized as income over the periods in which the related costs are incurred.

The benefit of a government loan at a below-market rate of interest is treated as a government grant.

The benefit of the below-market rate of interest is measured as the difference between the initial carrying amount of the loan (fair value plus transaction costs) and the proceeds received and is accounted for in accordance with the policies already used for the recognition of government grants.

The benefit is measured as the difference between the loan's initial carrying amount (fair value plus transaction costs) and the proceeds received.

The loan is accounted for in accordance with the Company's government grant policies.

Foreign Currency

Certain of CNH's non-U.S.

subsidiaries and affiliates maintain their books and accounting records using local currency as the functional currency.

affiliates maintain their books and accounting records using local currency as the functional currency.

Assets and liabilities of these non-U.S.

subsidiaries are translated into U.S.

dollars at period-end exchange rates, and net exchange gains or losses resulting from such translation are included in “Accumulated other comprehensive income (loss)” in the accompanying consolidated balance sheets.

affiliates are translated into U.S.

dollars at period-end exchange rates.

Translation adjustments are included in "Accumulated other comprehensive income (loss)" within the Company's Consolidated Balance Sheets.

Income and expense accounts of these non-U.S.

subsidiaries are translated at the average exchange rates for the period.

Gains and losses from foreign currency transactions are included in net income in the period

during which they arise.

Net foreign currency transaction gains and losses are reflected in “Other, net” in the accompanying consolidated statement of operations and also include the cost of hedging instruments.

For the years ended December 31, 2024, and 2023 the Company recorded a net gain on foreign currency transactions of $ 17 million and $ 10 million, respectively.

For the year ended December 31, 2022, the Company recorded a net loss on foreign currency transactions of $ 185 million.

As described in Note 16:

Financial Instruments, the Company uses hedging instruments to mitigate foreign currency risk.

Net of gains realized on foreign currency hedging instruments, the Company recorded losses of $ 28 million, $ 119 million and $ 80 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Gains and losses from foreign currency transactions are included in net income in the period during which they arise.

Net foreign currency transaction gains and losses, including the cost of hedging instruments, are reflected in "Other, net" in the accompanying Consolidated Statements of Operations.

Cash and Cash Equivalents

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Restricted Cash

Restricted cash includes principal and interest payments from retail notes and wholesale receivables owned by the consolidated VIEs that are payable to the VIEs’ investors, and cash pledged as a credit enhancement to the same investors.

Restricted cash consists of principal and interest payments from retail notes and wholesale receivables owned by the consolidated VIEs that are payable to the VIEs' investors, as well as cash pledged as a credit enhancement to those same investors.

These amounts are held by depository banks in order to comply with contractual agreements.

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CNH paid interest of $ 1,462 million, $ 1,598 million and $ 1,091 million for the years ended December 31, 2025, 2024 and 2023, respectively.

CNH paid taxes of $ 769 million, $ 802 million and $ 717 million in 2024, 2023 and 2022, respectively.

In 2025, "Other non-cash items" of $ 647 million primarily included amortization of debt issuance costs and discounts of $ 45 million, writedowns of financial assets of $ 313 million, a $ 172 million non-cash impairment charge related to IPR&D acquired as part of the Raven and Bennamann acquisitions, and $ 62 million charge related to investments in unconsolidated affiliates.

In 2024, "Other non-cash items" of $ 340 million primarily included amortization of debt issuance costs and discounts of $ 71 million and writedowns of financial assets of $ 204 million.

In 2023, "Other non-cash items" of $ 183 million primarily included share-based payments of $ 99 million and writedowns of financial assets of $ 80 million.

In 2022, Other non-cash items of $ 196 million primarily included share-based payments of $ 87 million and writedowns of financial assets of $ 77 million.

In 2024, Investing Activities - Other primarily consisted of change in related party receivable/payable with Iveco Group of $ 151 million.

In 2023, Investing Activities - Other included cash paid for business acquisitions of $ 312 million.

In 2022, Investing Activities - Other primarily consisted of change in related party receivable/payable with Iveco Group less proceeds from the sale of the Raven EFD and Aerostar divisions and sale of certain real estate.

In 2025, Investing Activities - "Other, net" consisted of change in related party receivable/payable with Iveco Group of $( 117 ) million.

In 2024, Investing Activities - "Other, net" included change in related party receivable/payable with Iveco Group of $ 151 million.

In 2023, Investing Activities - "Other, net" included cash paid for business acquisitions of $ 312 million.

Receivables are recorded at amortized cost, net of allowances for credit losses and deferred fees and costs.

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Retail receivables primarily include retail notes and finance leases to end use customers and revolving charge accounts, which represent financing for customers to purchase parts, service, rentals, implements and attachments from CNH dealers.

Wholesale receivables include dealer floorplan financing, and to a lesser extent, the financing of

dealer operations.

Wholesale receivables include dealer floorplan financing, and to a lesser extent, the financing of dealer operations.

Typically, our receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk.

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The loss forecast models are updated on a quarterly basis.

The calculation is adjusted for forward-looking macroeconomic factors, such as GDP and Net Farm Income.

The calculation is adjusted for forward-looking macroeconomic factors, such as Gross Domestic Product and Net Farm Income.

The forward-looking macroeconomic factors are updated quarterly.

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If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

Lessee Arrangements

The Company leases certain buildings, plant and machinery, vehicles, and IT equipment for its own use.

A lease is a contract that conveys the right to control the use of an identified asset (the leased asset) for a period of time in exchange for consideration.

The lease term determined by the Company comprises the non-cancellable period of lease contract together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option;

and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

For real estate leases, this assessment is based on an analysis by management of all relevant facts and circumstances including the leased asset’s purpose, the economic and practical potential for replacing and any plans that the Company has in place for the future use of the asset.

For lease agreements, we combine lease and non-lease components.

For leases with terms not exceeding twelve months (short-term leases), the Company recognizes the lease payments associated with those leases on a straight-line basis over the lease term as operating expense in the income statement.

For all other leases, the right-of-use asset includes the amount of lease liability recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

Correspondingly, the Company recognizes a lease liability, measured at the present value of lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

The incremental borrowing rate is determined considering macro-economic factors such as the specific interest rate curve based on the relevant currency and term, as well as specific factors contributing to CNH’s credit spread.

The Company primarily uses the incremental borrowing rate as the discount rate for its lease liabilities.

For finance leases, the right-of-use asset is classified within Property, plant and equipment, net and the lease liability, within Debt.

Assets held under finance leases, which the Company assumes substantially all the risks and rewards of ownership, are recognized as assets of the Company at the lower of fair value or present value of the minimum lease payments.

In case of operating leases, the right-of-use asset is classified within Other assets and the lease liability, within Other liabilities.

After the commencement date, the Company recognizes in profit or loss a single lease cost, calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.

In particular, after lease commencement, the lease liability is measured at the present value of any remaining lease payments, discounted by using the rate determined at lease commencement, consistently with the model used to calculate the liability related to the finance lease.

Correspondingly, the right-of-use asset is measured as the lease liability adjusted by accrued or prepaid rents (i.e., the aggregate difference between the cash payment and straight-line lease cost), remaining unamortized initial direct costs and lease incentives, and any impairments of the right-of-use asset.

Lessor Arrangements

Financial Services purchases leases and equipment from CNH dealers and other independent third parties that have leased equipment to retail customers under operating leases.

Financial Services’ investment in operating leases is based on the purchase price paid for the equipment.

Income from these operating leases is recognized over the term of the lease.

The equipment is depreciated on a straight-line basis over the term of the lease to the estimated residual value at lease termination.

Residual values are estimated at the inception of the lease and are reviewed quarterly.

Realization of the residual values is dependent on Financial Services’ future ability to re-market the equipment under then prevailing market conditions.

Equipment model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes.

Management believes that the estimated residual values are realizable.

Expenditures for maintenance and repairs of the applicable equipment are the responsibility of the lessee.

Financial Services evaluates the carrying amount of equipment on operating leases for potential impairment when it determines a triggering event has occurred.

When a triggering event occurs, a test for recoverability is performed comparing projected undiscounted future cash flows to the carrying amount of the asset.

If the test for recoverability identifies a possible impairment, the asset’s fair value is measured in accordance with the fair value measurement framework.

An impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value.

Equipment returned to the Company upon termination of leases and held for subsequent sale or lease is recorded in inventory at the lower of net book value or estimated fair value of the equipment, less cost to sell, and is not depreciated.

Matured operating lease inventory is reported in "Inventory."

Goodwill and Other Intangible Assets

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired.

Other indefinite-lived assets primarily consist of in-process research and development (“IPR&D”), software in progress and acquired trademarks which have no legal, regulatory, contractual, competitive, economic, or other factor that limits their useful life.

Other indefinite-lived assets primarily consist of IPR&D, software in progress and acquired trademarks which have no legal, regulatory, contractual, competitive, economic, or other factor that limits their useful life.

Goodwill and indefinite-lived intangible assets are not amortized and are reviewed for impairment at least annually.

At December 31, 2025 and 2024, the Company performed its annual goodwill impairment review and determined there was no impairment to goodwill.

At December 31, 2024 and

2023, the Company performed its annual indefinite-lived intangible assets impairment review and recorded an impairment charge on its autonomy IPR&D of $ 11 million in 2024 and no impairment in 2023.

At December 31, 2025 and 2024, the Company performed its annual impairment reviews of indefinite-lived intangible assets.

The Company recorded a $ 123 million non-cash impairment charge in 2025 and an $ 11 million charge in 2024 related to IPR&D acquired as part of the Raven acquisition.

In addition, as a result of an interim triggering event during the third quarter of 2025, the Company performed an interim impairment review of IPR&D acquired as part of the Bennamann acquisition and recorded a non-cash impairment charge of $ 49 million.

Definite-lived intangible assets consist primarily of acquired dealer networks, product drawings, patents, and capitalized software.

Software costs capitalized by CNH primarily relate to costs incurred in the production of software to be embedded in our products.

Capitalized software costs are included in Other intangible assets, net on our Consolidate Balance Sheets.

Capitalized software costs are included in "Other intangible assets, net" on our Consolidated Balance Sheets.

Capitalization of software costs begins when technological feasibility has been established and ends upon reaching commercialization.

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Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized based on available evidence.

Retirement and Post-employment Benefits

CNH sponsors numerous defined benefit and defined contribution pension plans, the assets of which are held in separate trustee-administered funds.

The pension plans are funded by payments from CNH.

The cost of providing defined benefit pension and other postretirement benefits is calculated based upon actuarial valuations.

The liability for termination indemnities is accrued in accordance with labor legislation in each country where such benefits are required.

CNH contributions to defined contribution plans are charged to the income statement during the period of the employee’s service.

CNH’s policy is to enter into derivative transactions to manage exposures that arise in the normal course of business and not for trading or speculative purposes.

CNH records derivative financial instruments in the consolidated balance sheets as either an asset or a liability measured at fair value.

The fair value of CNH’s foreign exchange derivatives is based on quoted market exchange rates, adjusted for the respective interest rate differentials (premiums or discounts).

The Company uses derivative transactions to manage exposures that arise in the normal course of business and not for trading or speculative purposes.

All derivative financial instruments are recorded in the Consolidated Balance Sheets as either an asset or a liability measured at fair value.

The fair value of CNH's foreign exchange derivatives is based on

quoted market exchange rates, adjusted for the respective interest rate differentials (premiums or discounts).

The fair value of CNH's interest rate derivatives is based on discounting expected cash flows, using market interest rates, over the remaining term of the instrument.

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For derivative financial instruments designated to hedge exposure to changes in the fair value of a recognized asset or liability, the gain or loss is recognized in income in the period of change, together with the offsetting loss or gain on the related hedged item.

For derivative financial instruments designated to hedge exposure to variable cash flows of a forecasted transaction, the derivative financial instrument’s gain or loss is initially reported in other comprehensive income (loss) and is subsequently reclassified into income when the forecasted transaction affects income.

For derivative financial instruments designated to hedge exposure to variable cash flows of a forecasted transaction, the derivative financial instrument's gain or loss is initially reported in "Accumulated other comprehensive income (loss)" and is subsequently reclassified into income when the forecasted transaction affects income.

For derivative financial instruments that are not designated as hedges but held as economic hedges, the gain or loss is recognized immediately in income.

For derivative financial instruments designated as hedges, CNH formally documents the hedging relationship to the hedged item and its risk management strategy.

This includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities contained in the consolidated balance sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow.

CNH assesses the effectiveness of its hedging instruments both at inception and on an ongoing basis.

If a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable of occurring, the hedge accounting described above is discontinued and the derivative is marked to fair value and recorded in income through the remainder of its term.

For derivative instruments designated as hedges, CNH formally documents the hedging relationship, the risk being hedged, and its risk management objective.

Fair value hedges are linked to specific recognized assets or liabilities.

Cash flow hedges are linked to specific forecasted transactions or variability in expected cash flows.

CNH evaluates hedge effectiveness at inception and on an ongoing basis.

If a derivative is determined to be ineffective or if the forecasted transaction is no longer probable, hedge accounting is discontinued and the derivative is subsequently remeasured at fair value with changes recognized in income.

Reference is made to "Note 16:

3 unchanged sentences

CNH recognizes share-based compensation costs on a straight-line basis over the requisite service period for each separately vesting portion of an award.

Earnings per Share

Basic earnings per share is based on the weighted average number of shares outstanding during each period.

Diluted earnings per share is based on the weighted average number of shares and dilutive share equivalents outstanding during each period.

Unvested performance-based awards are considered outstanding and included in the computation of diluted earnings per share based on the number of shares that would vest if the end of the reporting period were the end of the contingency period.

New Accounting Pronouncements

Adopted in 2025

Improvements to reportable segment disclosures

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"), to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 in the fourth quarter of 2024 with updates to related segment disclosures.

Leases between entities under common control

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842):

Common Control Arrangements ("ASU 2023-01").

ASU 2023-01 requires that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset.

Additionally, the leasehold improvements are subject to the impairment guidance in Topic 360:

Property, Plant and Equipment .

The adoption did not have a material impact on our consolidated financial statements.

Improvements to income tax disclosures

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures , to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The amendments in this update are effective for annual periods beginning after December 15, 2024, and may be applied prospectively or retrospectively.

The Company adopted ASU 2023-09 prospectively for the period ending December 31, 2025 with updates to the annual income tax disclosures within Footnote 12:

Income Taxes.

The adoption of the ASU does not impact our results of operations.

Not Yet Adopted

Government Grants:

Accounting for Government Grants Received by Business Entities

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities , which provides updated guidance on the recognition, measurement, and presentation of government grants.

The ASU will be effective for annual reporting periods beginning after December 15, 2028, including interim periods within those years, with early adoption permitted.

The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

Hedge Accounting Improvements

In November 2025, the FASB issued ASU 2025‑09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements , which expands hedge accounting eligibility, clarifies cash flow hedge effectiveness, and provides guidance on forecasted interest payments and reference rate reform.

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those years, with early adoption permitted.

Adoption requires a modified retrospective application, with a cumulative‑effect adjustment to opening retained earnings.

The ASU is not expected to have a material impact on the Company's consolidated financial statements and related disclosures.

Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages.

Under this standard, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

This update is effective for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces an optional practical expedient for estimating expected credit losses on current accounts receivable and contract assets.

The Company has reviewed the guidance and determined that it will not elect the practical expedient, as it does not provide a benefit to the Company's existing credit loss estimation process.

The standard is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted, and the guidance is to be applied prospectively after the adoption date.

Adoption of the ASU is not expected to have a material impact on the Company's consolidated financial statements and related disclosures.

Business Combinations and Consolidations

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topics 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.

This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.

The amendments in this update are effective for interim reporting periods and fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Adoption of the ASU is not expected to have a material impact on the Company's consolidated financial statements and related disclosures.

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expense and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

The Company is evaluating the impact this guidance will have on the disclosures in the consolidated financial statements .

Disclosure improvements

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative , to amend certain disclosure and presentation requirements for a variety of topics within the Accounting Standards Codification (“ASC”).

These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC.

The effective date for each amended topic in the ASC is the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective.

Early adoption is prohibited.

The Company does not anticipate that the ASU will have a significant effect on its financial statements and related disclosures.

Improvements to income tax disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The amendments in this update are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact this guidance will have on its income tax disclosures.

The following table summarize revenues for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

(in millions of dollars)

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the Consolidated Financial Statements.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is evaluating the impact this guidance will have on the disclosures in the Consolidated Financial Statements and related disclosures.

The following table summarizes revenues for the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Years Ended December 31,

2025 2024 2023

5 unchanged sentences

Total Revenues $ 18,095 $ 19,836 $ 24,687

The following table disaggregates revenues by major source for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

(in millions of dollars)

The following table disaggregates revenues by major source for the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Years Ended December 31,

2025 2024 2023

4 unchanged sentences

Finance and interest income 2,132 2,170 1,882

Rents and other income on operating lease 606 725 841

Rents and other income on operating leases 617 606 725

Finance, interest and other income 2,749 2,776 2,607

3 unchanged sentences

During the year ended December 31, 2025, 2024 and 2023, revenues included $ 21 million, $ 18 million and $ 11 million, respectively, relating to contract liabilities outstanding at the beginning of each period.

As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 72 million (approximately $ 48 million at December 31, 2023).

CNH expects to recognize revenue on approximately 30 % and 90 % of the remaining performance obligations over the next 12 and 36 months, respectively (approximately 32 % and 95 % as of December 31, 2023, respectively).

As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 122 million (approximately $ 72 million at December 31, 2024 and approximately $ 48 million at December 31, 2023).

CNH expects to recognize revenue on approximately 27 % and 81 % of the remaining performance obligations over the next 12 and 36 months, respectively (approximately 30 % and 90 % at of December 31, 2024 and approximately 32 % and 95 % at of December 31, 2023, respectively).

Trade Receivables, net

5 unchanged sentences

Financing Receivables, net

A summary of financing receivables included in the consolidated balance sheets as of December 31, 2024 and 2023 is as follows:

(in millions of dollars)

A summary of financing receivables included in the Consolidated Balance Sheets as of December 31, 2025 and 2024 is as follows (in millions of dollars):

As of December 31,

Retail $ 14,616 $ 14,297

1 unchanged sentence

Total $ 23,105 $ 23,085

CNH provides and administers retail note and lease financing, as well as revolving charge account financing, to end use customers for the purchase of new and used equipment and components sold by its dealer network.

The terms of retail notes and finance leases generally range from two to seven years , and interest rates vary depending on prevailing market interest rates and certain incentive programs offered on behalf of and sustained by Industrial Activities.

Included in the financing receivables balance at December 31, 2025 and 2024, is unearned finance income and unamortized deferred fees and costs of $ 722 million and $ 533 million, respectively, and allowance for credit losses of $ 572 million and $ 424 million, respectively.

CNH provides and administers retail note and lease financing to end-use customers for the purchase of new and used equipment and components sold through its dealer network, as well as revolving charge account financing.

The terms of retail notes and finance leases generally range from two to seven years , and interest rates vary depending on the prevailing market interest rates and certain incentive programs offered on behalf of and sustained by Industrial Activities.

Revolving charge accounts are generally accompanied by higher interest rates than the Company's other retail financing products, require minimum monthly payments and do not have pre-determined maturity dates.

Wholesale receivables arise primarily from dealer floorplan financing, and to a lesser extent, from the financing of dealer operations.

Under the standard terms of the wholesale receivable agreements, these receivables typically have “interest-free” periods of up to twelve months and stated original maturities of up to twenty-four months , with repayment accelerated upon the sale by the dealer of the underlying equipment.

For the “interest-free” period, Financial Services is compensated by Industrial Activities based on market interest rates.

Under the standard terms of the wholesale receivable agreements, these receivables typically have "interest-free" periods of up to twelve months and stated original maturities of up to twenty-four months , with repayment accelerated upon the sale of the underlying equipment by the dealer.

During the interest-free period, Financial Services is compensated by Industrial Activities based on market interest rates.

After the expiration of any "interest-free" period, interest is charged to dealers on outstanding balances until CNH receives payment in full.

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There were no significant losses in 2025, 2024 or 2023 relating to the termination of dealer contracts.

Maturities of financing receivables as of December 31, 2024 are as follows:

(in millions of dollars)

Maturities of financing receivables as of December 31, 2025 are as follows (in millions of dollars):

As of December 31, 2025

2026 $ 14,158

5 unchanged sentences

On a geographic basis, there is not a disproportionate concentration of credit risk in any area.

The Company typically retains, as collateral, a security interest in the equipment associated with retail and wholesale receivables, while revolving charge accounts are generally not related to or secured by an identified piece of equipment.

The Company typically retains, as collateral, a security interest in the equipment associated with retail and wholesale receivables, while revolving charge accounts are generally unsecured.

Transfers of Financial Assets

As part of its overall funding strategy, the Company periodically transfers certain receivables into bankruptcy-remote special purpose entities ("SPEs") as part of its asset backed securitization ("ABS") programs or into factoring transactions.

SPEs utilized in the securitization programs differ from other entities included in the Company's consolidated financial statements because the assets they hold are legally isolated from the Company's assets.

Upon transfer of the receivables to the SPEs, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the SPEs' creditors.

The SPEs are consolidated since the Company has both the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs.

Therefore, the SPEs do not meet the accounting criteria for deconsolidation.

As a result, they are accounted for as a secured borrowing.

Certain securitizations are also VIEs and consequently, the VIEs are consolidated since the Company has both the power to direct the activities that most significantly impact the VIEs' economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs.

The Company may retain all or a portion of the subordinated interests in the SPEs.

No recourse provisions exist that allow holders of the asset-backed securities issued by the trusts to put those securities back to the Company, although the Company provides customary representations and warranties that could give rise to an obligation to repurchase from the trusts any receivable for which there is a breach of the representations and warranties.

Moreover, the Company does not guarantee any security issued by the trusts.

The trusts have a limited life and generally terminate upon final distribution of amounts owed to investors or upon exercise of a cleanup-call option by the Company, in its role as servicer.

Factoring transactions may be either with recourse or without recourse;

certain without recourse transfers include deferred payment clauses (for example, when the payment by the factor of a minor part of the purchase price is dependent on the total amount collected from the receivables), requiring first loss cover, meaning that the transferor takes priority participation in the losses, or requires a significant exposure to the cash flows arising from the transferred receivables to be retained.

These types of transactions do not qualify for the derecognition of the assets since the risks and rewards connected with collection are not substantially transferred, and accordingly the Company continues to recognize the receivables transferred by this means in its balance sheet and a financial liability of the same amount under asset-backed financing.

As part of its overall funding strategy, CNH periodically transfers certain receivables into bankruptcy-remote special purpose entities ("SPEs") as part of its asset-backed securitization ("ABS") programs or through factoring transactions.

Assets transferred to SPEs are legally isolated and their related cash flows are restricted to satisfy the SPEs’ obligations.

The SPEs, including certain VIE trusts, are consolidated as CNH has both the power to direct their significant activities and exposure to potentially significant benefits or losses.

Accordingly, transfers to these entities do not qualify for sale accounting and are recorded as secured borrowings.

CNH may retain subordinated interests but does not guarantee securities issued by the trusts.

CNH provides customary representations and warranties, which may require it to repurchase receivables if those representations or warranties are breached.

The trusts generally terminate upon final investor distributions or exercise of a cleanup call.

Factoring transactions may be with or without recourse.

Transfers that include deferred purchase price features, first‑loss positions, or other forms of continuing involvement do not meet the criteria for derecognition.

In those cases, CNH continues to recognize the receivables and records a corresponding liability within asset‑backed financing.

The secured borrowings related to the transferred receivables are obligations that are payable as the receivables are collected.

At December 31, 2024 and 2023, the carrying amount of such restricted receivables included in financing receivables are the following:

(in millions of dollars)

At December 31, 2025 and 2024, the carrying amount of such restricted assets included in financing receivables are the following (in millions of dollars):

As of December 31,

Retail $ 8,041 $ 8,692

5 unchanged sentences

A portfolio product is the level at which CNH develops a systematic methodology for determining its allowance for credit losses.

Further, the class of receivables by which CNH evaluates its portfolio products is by geographic region.

Further, the class

of receivables by which CNH evaluates its portfolio products is by geographic region.

Typically, CNH's receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk.

The classes align with management reporting.

Allowance for credit losses activity for the year ended December 31, 2024, is as follows:

(in millions of dollars)

Allowance for credit losses activity for the year ended December 31, 2025, is as follows (in millions of dollars):

Year Ended December 31, 2025

Retail Wholesale

Opening balance $ 310 $ 53

Balance at beginning of year $ 376 $ 48

Provision 310 3

2 unchanged sentences

Foreign currency translation and other 30 4

Ending balance $ 376 $ 48

For the period ended on December 31, 2024, the allowance for credit losses incl uded an increase in retail reserves, primarily driven by specific reserve needs in South America.

This increase was largely due to Brazilian market conditions, including current crop prices, flooding, and drought events.

The provision for credit losses is included in selling, general and administrative expenses.

Allowance for credit losses activity for the year ended December 31, 2023, is as follows:

(in millions of dollars)

Balance at end of year $ 518 $ 54

For the period ended on December 31, 2025, the allowance for credit losses incl uded an increase in retail reserves of $ 121 million for Brazil as compared to December 31, 2024.

This increase reflects Brazilian market conditions, primarily related to current crop prices, flooding, and drought events.

CNH plans to continue updating the macroeconomic factors in future periods, as warranted.

The provision for credit losses is included in "Selling, general and administrative" expenses in the Consolidated Statements of Operations.

Allowance for credit losses activity for the year ended December 31, 2024, is as follows (in millions of dollars):

Year Ended December 31, 2024

Retail Wholesale

Opening Balance, as recast $ 270 $ 64

Balance at beginning of year $ 310 $ 53

Provision 201 3

2 unchanged sentences

Foreign currency translation and other ( 52 ) ( 4 )

Ending balance $ 310 $ 53

At December 31, 2023, the allowance for credit losses included an increase in reserves due to reserve needs primarily in South America, partially offset by a decrease in reserves of $ 15 million due to the sale of CNH Capital Russia.

The provision for credit losses is included in selling, general and administrative expenses.

Allowance for credit losses activity for the year ended December 31, 2022, is as follows:

(in millions of dollars)

Balance at end of year $ 376 $ 48

Allowance for credit losses activity for the year ended December 31, 2023, is as follows (in millions of dollars):

Year Ended December 31, 2023

Retail Wholesale

Opening balance $ 220 $ 65

Balance at beginning of year $ 270 $ 64

Provision 86 ( 6 )

Charge-offs, net of recoveries ( 17 ) ( 7 )

Charge-offs ( 42 ) ( 5 )

Recoveries 4 —

Foreign currency translation and other ( 8 ) —

Ending balance $ 270 $ 64

At December 31, 2022, the allowance for credit losses included increases in reserves due to growth in the retail portfolio and additionally included $ 15 million for domestic Russian receivables, $ 9 million for the addition of revolving charge accounts in North America and $ 7 million in China related to Construction.

The provision for credit losses is included in selling, general and administrative expenses.

Balance at end of year $ 310 $ 53

CNH assesses and monitors the credit quality of its financing receivables based on delinquency status.

8 unchanged sentences

As the terms for retail financing receivables are greater than one year, the performing/non-performing information is presented by year of origination for North America, South America and Asia Pacific.

The aging of financing receivables by vintage as of December 31, 2024, is as follows:

(in millions of dollars)

The aging of financing receivables and charge-offs by vintage, net of allowance for credit losses, as of December 31, 2025, is as follows (in millions of dollars):

Current Total

23 unchanged sentences

Total 3 3 6 1,574 1,580 2 1,582 2

Europe, Middle East, Africa — — — 11 11 7 18 —

EMEA — — — 4 4 11 15 —

Total Retail $ 105 $ 36 $ 141 $ 14,220 $ 14,361 $ 255 $ 14,616 $ 229

2 unchanged sentences

Asia Pacific 2 2 4 877 881 1 882 1

Europe, Middle East, Africa 7 — 7 1,967 1,974 — 1,974 5

EMEA 6 3 9 2,133 2,142 — 2,142 3

Total Wholesale $ 11 $ 5 $ 16 $ 8,403 $ 8,419 $ 18 $ 8,437 $ 4

The aging of financing receivables by vintage as of December 31, 2023, is as follows:

(in millions of dollars)

The aging of financing receivables and charge-offs by vintage, net of allowance for credit losses, as of December 31, 2024, is as follows (in millions of dollars):

Current Total

23 unchanged sentences

Total 4 3 7 1,407 1,414 2 1,416 7

Europe, Middle East, Africa — — — 6 6 11 17 —

EMEA — — — 11 11 7 18 —

Total Retail $ 97 $ 8 $ 105 $ 14,096 $ 14,201 $ 96 $ 14,297 $ 89

2 unchanged sentences

Asia Pacific 2 1 3 883 886 1 887 2

Europe, Middle East, Africa 5 — 5 2,893 2,898 — 2,898 —

EMEA 7 — 7 1,967 1,974 — 1,974 5

Total Wholesale $ 9 $ 1 $ 10 $ 8,715 $ 8,725 $ 24 $ 8,749 $ 7

Modifications

CNH periodically modifies the terms of their finance receivable agreements with customers experiencing financial difficulties.

CNH periodically modifies the terms of finance receivable agreements with customers experiencing financial difficulties.

Typically, the types of modifications granted are payment deferrals, extended contract maturities, modification of a contractual interest rate or waiving of interest and principal.

3 unchanged sentences

Therefore, additional adjustments to the allowance are generally not recorded upon modification of the financing receivable.

As of December 31, 2024, modifications of CNH's retail and wholesale receivables for customers experiencing financial difficulties were immaterial.

Defaults and subsequent write-offs of receivables modified in the prior twelve months were not significant during the full year 2024.

As of December 31, 2025, modifications of CNH's retail and wholesale receivables for customers experiencing financial difficulties and defaults and subsequent write-offs of receivables modified for the year ended December 31, 2025 were immaterial.

Due to conditions in the Brazilian market, including crop prices and extreme weather events like flooding and drought, CNH has offered payment refinancing to South American customers.

These refinancings are not deemed to be modifications as they are insignificant adjustments to the contract and generally, the customer are not considered to be in financial difficulty.

These refinancings are not deemed to be modifications as they are insignificant adjustments to the contract.

To qualify, customers must make partial payments on their outstanding installments.

CNH takes these refinancings into account when provisioning for credit losses.

As of December 31, 2025, $ 126 million of installments were refinanced relating to $ 513 million of retail Agricultural receivables in South America.

Inventories (stated at the lower of cost or net realizable value, cost being determined on a FIFO basis) as of December 31, 2024 and 2023 consist of the following:

(in millions of dollars)

As of December 31, 2024, $ 95 million of installments were refinanced relating to $ 380 million of retail Agricultural receivables in South America.

As of December 31, 2025, these refinancings demonstrated a higher delinquency rate, specifically those greater than 90 days past due, compared to non-refinanced receivables within the portfolio.

CNH has taken this into account when provisioning for credit losses.

Inventories as of December 31, 2025 and 2024 consist of the following (in millions of dollars):

As of December 31,

Raw materials $ 1,297 $ 1,372

3 unchanged sentences

Property, Plant and Equipment

A summary of property, plant and equipment as of December 31, 2024 and 2023 is as follows:

(in millions of dollars)

A summary of property, plant and equipment as of December 31, 2025 and 2024 is as follows (in millions of dollars):

As of December 31,

Land and industrial buildings $ 1,809 $ 1,657

8 unchanged sentences

The Company had contractual commitments of $ 48 million and $ 76 million for the acquisition of property, plant and equipment at December 31, 2025 and 2024, respectively.

Investments in Unconsolidated Subsidiaries and Affiliates

A summary of investments in unconsolidated subsidiaries and affiliates as of December 31, 2024 and 2023 is as follows:

(in millions of dollars)

2024 2023 (1)

Investments in Unconsolidated Affiliates

A summary of investments in unconsolidated affiliates as of December 31, 2025 and 2024 is as follows (in millions of dollars):

As of December 31,

Equity method $ 401 $ 403

1 unchanged sentence

Total $ 437 $ 490

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

A summary of the combined results of operations and financial position as reported by the investees that CNH accounts for using the equity method is as follows (unaudited):

At December 31, 2025, the Company recognized a $ 62 million non-cash impairment on our investment in Monarch Tractors and other minority holdings within Other investments, at carrying value.

A summary of the combined results of operations and financial position as reported by the investees that CNH accounts for using the equity method is as follows (in millions of dollars, unaudited):

Years Ended December 31,

(in millions of dollars)

2025 2024 2023

2 unchanged sentences

Net income $ 198 $ 380 $ 477

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

As of December 31,

(in millions of dollars)

2024 2023 (1)

Total assets $ 8,498 $ 7,558

1 unchanged sentence

Total equity $ 1,163 $ 1,128

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

The investees included in these tables primarily consists of Al Ghazi Tractors Ltd.

( 43.2 % ownership), TürkTraktör ve Ziraat Makineleri A.S.

The investees included in these tables primarily consist of TürkTraktör ve Ziraat Makineleri A.S.

( 37.5 % ownership), New Holland HFT Japan Inc.

( 50.0 % ownership), CNH de Mexico S.A.

( 50.0 % ownership), CIFINS S.p.a ( 50.0 % ownership) and CNH Industrial Capital Europe S.a.S ( 24.9 % ownership owned directly by CIFINS S.p.a).

The Company has operating lease contracts mainly for buildings, plant and machinery, vehicles, IT equipment and machinery.

Leases with a term of 12 months or less are not recorded in the balance sheet.

For the leases the Company recognized, on a straight-line basis over the lease term, the Company incurred lease expense of $ 5 million, $ 10 million and $ 13 million for the year ended December 31, 2024, 2023 and 2022, respectively.

For long-term leases recorded in the balance sheet, the Company incurred operating lease expenses of $ 106 million, $ 93 million and $ 74 million for the year ended December 31, 2024, 2023 and 2022, respectively.

At December 31, 2024 and 2023, the Company recorded approximately $ 275 million and $ 297 million of a right-of-use asset, respectively, and $ 282 million and $ 300 million of lease liability included in Other assets and Other liabilities , respectively.

( 50.0 % ownership), Al Ghazi Tractors Ltd.

( 43.2 % ownership) and CIFINS S.p.a ( 50.0 % ownership) .

The Company leases certain buildings, plant and machinery, vehicles, and information technology ("IT") equipment for its own use.

A lease is a contract that conveys the right to control the use of an identified asset (the leased asset) for a period of time in exchange for consideration.

The lease term determined by the Company comprises the non-cancellable period of the lease contract together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option;

and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

For real estate leases, this assessment is based on an analysis by management of all relevant facts and circumstances including the leased asset's purpose, the economic and practical potential for replacing and any plans that the Company has in place for the future use of the asset.

For lease agreements, we combine lease and non-lease components.

Leases with a term of 12 months or less are not recorded in the Consolidated Balance Sheets.

For these leases the Company recognized, on a straight-line basis over the lease term, lease expenses of $ 4 million, $ 5 million and $ 10 million for the year ended December 31, 2025, 2024 and 2023, respectively.

The Company primarily uses the incremental borrowing rate as the discount rate for its lease liabilities.

For finance leases, the right-of-use asset is classified within "Property, plant and equipment, net" and the lease liability, within "Debt".

In the case of operating leases, the right-of-use asset is classified within "Other assets" and the lease liability, within "Other liabilities".

Correspondingly, the right-of-use asset is measured as the lease liability adjusted by

accrued or prepaid rents (i.e., the aggregate difference between the cash payment and straight-line lease cost), remaining unamortized initial direct costs and lease incentives, and any impairments of the right-of-use asset.

For long-term leases recorded in the Consolidated Balance Sheets, the Company incurred operating lease expenses of $ 108 million, $ 106 million and $ 93 million for the years ended December 31, 2025, 2024 and 2023, respectively.

At December 31, 2025 and 2024, the Company recorded approximately $ 264 million and $ 275 million of right-of-use asset, respectively, and $ 272 million and $ 282 million of lease liability included in " Other assets" and " Other liabilities" , respectively.

At December 31, 2025 and 2024, the weighted-average remaining lease term (calculated on the basis of the remaining lease term and the lease liability balance for each lease) and the weighted-average discount rate for operating leases were 4.5 years and 4.6 %, and 5.1 and 4.5 %, respectively.

1 unchanged sentence

During the years ended December 31, 2025 and 2024, operating cash outflow for amounts included in the measurement of operating lease obligations was $ 108 million and $ 103 million, respectively.

Future minimum lease payments under non-cancellable leases as of December 31, 2024, were as follows:

(in millions of dollars) Operating Leases

Future minimum lease payments under non-cancellable leases as of December 31, 2025, were as follows (in millions of dollars):

Operating Leases

2031 and thereafter 44

Total future minimum lease payments 307

The Company, primarily through its Financial Services segment, leases equipment to retail customers under operating leases.

The Company, primarily through its Financial Services segment, purchases leases and equipment from CNH dealers and other independent third parties that have leased equipment to retail customers under operating leases.

Financial Services' investment in operating leases is based on the purchase price paid for the equipment.

Income from these operating leases is recognized over the term of the lease.

Our leases typically have terms of 3 to 5 years with options available for the lessee to purchase the equipment at the lease term date.

Revenue for non-lease components are accounted for separately.

A summary of equipment on operating leases as of December 31, 2024, and 2023 is as follows:

(in millions of dollars)

The equipment is depreciated on a straight-line basis over the term of the lease to the estimated residual value at lease termination.

Residual values are estimated at the inception of the lease and are reviewed quarterly.

Realization of the residual values is dependent on Financial Services' future ability to re-market the equipment under then prevailing market conditions.

Management believes that the estimated residual values are realizable.

Expenditures for maintenance and repairs of the applicable equipment are the responsibility of the lessee.

Financial Services evaluates the carrying amount of equipment on operating leases for potential impairment when it determines a triggering event has occurred.

When a triggering event occurs, a test for recoverability is performed comparing projected undiscounted future cash flows to the carrying amount of the asset.

If the test for recoverability identifies a possible impairment, the asset's fair value is measured in accordance with the fair value measurement framework.

An impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value.

Matured operating lease inventory is reported in "Inventory."

A summary of equipment on operating leases as of December 31, 2025, and 2024 is as follows (in millions of dollars):

As of December 31,

Equipment on operating leases $ 1,963 $ 1,831

1 unchanged sentence

Net equipment on operating leases $ 1,591 $ 1,466

Depreciation expense on equipment on operating leases is recorded in "Other, net" and amounted to $ 188 million, $ 187 million and $ 207 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The following table sets out a maturity analysis of operating lease payments, showing the undiscounted lease payments to be received after the reporting date:

(in millions of dollars)

Depreciation expense on equipment under operating leases is recorded in "Other, net" and amounted to $ 197 million, $ 188 million and $ 187 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table sets out a maturity analysis of operating lease payments, showing the undiscounted lease payments to be received after the reporting date (in millions of dollars):

2031 and thereafter 1

1 unchanged sentence

Goodwill and Other Intangibles

Changes in the carrying amount of goodwill, for the years ended December 31, 2024 and 2023 are as follows:

(in millions of dollars)

Balance at January 1, 2023 $ 3,136 $ 46 $ 140 $ 3,322

Changes in the carrying amount of goodwill, for the years ended December 31, 2025 and 2024 are as follows (in millions of dollars):

Balance at December 31, 2023 $ 3,426 $ 47 $ 141 $ 3,614

Foreign currency translation and other ( 24 ) ( 3 ) ( 3 ) ( 30 )

Acquisitions 288 — — 288

Balance at December 31, 2024 3,402 44 138 3,584

1 unchanged sentence

Balance at December 31, 2025 $ 3,427 $ 50 $ 140 $ 3,617

During 2023, the acquisitions of Augmenta, Bennamann and Hemisphere led to an increase in goodwill for Agriculture of $ 76 million, $ 118 million and $ 111 million, respectively.

Goodwill related to the acquisitions was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized.

Measurement period adjustments were recorded in 2024 reducing goodwill by $ 3 million for Hemisphere.

During the fiscal year 2023, measurement period adjustments were recorded reducing goodwill by $ 14 million and $ 3 million for Augmenta and Bennamann, respectively.

The valuations of assets acquired and liabilities assumed were finalized for Hemisphere as of December 31, 2024 and for Augmenta and Bennamann as of March 31, 2024.

Impairment testing for goodwill is done at a reporting unit level.

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CNH has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually or more frequently if a triggering event occurs.

At December 31, 2024 the Company completed its annual impairment assessment and concluded there were no impairments to

goodwill for any of the reporting units.

As of December 31, 2024 the estimated fair values of each reporting units with goodwill exceeded the carrying value by more than 58 %.

As of December 31, 2024 and 2023, the Company’s other intangible assets and related accumulated amortization consisted of the following:

(in millions of dollars)

Goodwill and other indefinite-lived intangible assets are tested for impairment annually or more frequently if a triggering event occurs that would indicate it is more likely than not that the fair value of a reporting unit is less than book value.

At December 31, 2025 the Company completed its annual impairment assessment and concluded there were no impairments to goodwill for any of the reporting units.

As of December 31, 2025 the estimated fair values of each reporting unit with goodwill exceeded the carrying value by more than 36 %.

As of December 31, 2025 and 2024, the Company's other intangible assets and related accumulated amortization consisted of the following (in millions of dollars):

As of December 31,

Gross Accumulated

13 unchanged sentences

Total other intangible assets $ 3,004 $ 1,918 $ 1,086 $ 2,907 $ 1,686 $ 1,221

During the fourth quarter 2024, the Company recorded an impairment charge of $ 11 million related to the in-process research and development asset in the Agriculture segment.

The impairment charge is included in Research and Development expenses in the Consolidated Statement of Operations.

During 2023, the Company’s acquisitions lead to an increase in intangible assets of $ 35 million, $ 46 million and $ 51 million for Augmenta, Bennamann and Hemisphere, respectively.

The recorded intangibles comprise developed technology, in-process R&D, and customer relationships.

Measurement period adjustments were recorded in 2024 increasing intangible assets by $ 6 million for Hemisphere.

During 2023, measurement period adjustments were recorded in the second and third quarters increasing intangible assets by $ 12 million and $ 5 million for Augmenta and Bennamann, respectively.

The valuations of assets acquired and liabilities assumed were finalized for Hemisphere as of December 31, 2024, and finalized for Augmenta and Bennamann as of March 31, 2024.

During 2025, the Company recorded a $ 172 million non-cash impairment charge related to the IPR&D assets within the Agriculture segment, including $ 123 million associated with the Raven acquisition and $ 49 million related to the Bennamann acquisition.

The IPR&D assets acquired through the Raven transaction represent core underlying technology supporting autonomous farming solutions, including the integration of autonomous capabilities into CNH tractors and implements.

The impairment charge related to the Raven assets was primarily driven by reduced projected cash flows resulting from revisions to the expected commercialization timeline.

The IPR&D assets acquired as part of the Bennamann acquisition relate to technologies that capture methane emissions from livestock waste and convert them into better-than-zero carbon biofuel.

The impairment charge related to the Bennamann assets was primarily due to reduced projected cash flows following a narrowing of strategic focus to the cleaning and upgrading of methane waste.These charges are included in "Research and development expenses" in the Consolidated Statements of Operations and in "Other non-cash items" within Operating Activities in the Consolidated Statements of Cash Flows.

During 2024, the Company recorded an $ 11 million impairment charge related to an IPR&D asset in the Agriculture segment, which is also included in "Research and development expenses" in the Consolidated Statements of Operations.

CNH recorded amortization expenses of $ 165 million, $ 182 million and $ 164 million during 2025, 2024 and 2023, respectively.

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Lenders of uncommitted facilities have the right to terminate the agreement with prior notice to CNH.

At December 31, 2024, CNH’s available committed unsecured facilities expiring after twelve months amounted to $ 5.5 billion ($ 5.9 billion at December 31, 2023).

At December 31, 2025, CNH's available committed unsecured facilities expiring after twelve months amounted to $ 6.5 billion, of which $ 1.3 billion for Financial Services ($ 5.5 billion at December 31, 2024, of which $ 1.2 billion for Financial Services).

Euro 3.25 billion Revolving Credit Facility:

1 unchanged sentence

The Company may elect to increase the total commitments under the credit facility up to an additional € 500 million on the terms set forth in the credit agreement.

The credit facility will mature, and all outstanding loans will become due and payable, on April 19, 2029, or such later date as may be extended pursuant to the two extension options of one-year each which are available to the Company on the terms set forth in the credit agreement.

In March 2025, the Company extended the maturity date by one year on the terms set forth in the credit agreement.

As such, the credit agreement will mature and all

outstanding loans will become due and payable on April 19, 2030, or such later date as may be extended pursuant to a remaining one-year extension option which is available to the Company on the terms set forth in the credit agreement.

The credit facility contains customary covenants (including a negative pledge, a status (or pari passu ) covenant and restrictions on the incurrence of indebtedness by certain subsidiaries) and customary events of default, some of which are subject to minimum thresholds and customary mitigants (including cross acceleration provisions, failure to pay amounts due or to comply with certain provisions under the credit agreement, the occurrence of certain bankruptcy-related events) and mandatory prepayment obligations upon a change in control of the Company.

At December 31, 2025, the Company was in compliance with all covenants in the credit agreement.

At December 31, 2025, Financial Services' committed asset-backed facilities expiring after twelve months amounted to $ 3.7 billion ($ 3.7 billion at December 31, 2024), of which $ 3.5 billion at December 31, 2025 ($ 3.1 billion at December 31, 2024) were utilized.

A summary of issued bonds outstanding as of December 31, 2024, is as follows:

(in millions of dollars, except percentages)

Currency Face value of outstanding bonds Coupon Maturity Outstanding amount

Repurchase Agreement

We are a party to a Global Master Repurchase Agreement which expires in September 2026.

As of December 31, 2025, the Company had sold, and not yet repurchased, CAD 450.0 million ($ 328.7 million) of Canadian receivables under the repurchase agreement, with an obligation to repurchase such receivables in 30 days.

The repurchase agreement is treated as a financing arrangement for accounting purposes.

Commercial Paper Programs

CNH Industrial Capital LLC had no outstanding commercial paper as of December 31, 2025 ($ 100 million outstanding at December 31, 2024).

Banco CNH Industrial Capital S.A.

outstanding commercial paper totaled $ 294 million as of December 31, 2025 ($ 202 million outstanding at December 31, 2024).

Support Agreement in the Interest of CNH Industrial Capital LLC

CNH Industrial Capital LLC benefits from a support agreement issued by CNH Industrial N.V., pursuant to which CNH Industrial N.V.

agrees to, among other things, (a) make cash capital contributions to CNH Industrial Capital LLC, to the extent necessary to cause its ratio of net earnings available for fixed charges to fixed charges to be not less than 1.05 :1.0 for each fiscal quarter (with such ratio determined, on a consolidated basis and in accordance with U.S.

GAAP, for such fiscal quarter and the immediately preceding three fiscal quarters taken as a whole), (b) generally maintain an ownership of at least 51 % of the voting equity interests in CNH Industrial Capital LLC and (c) cause CNH Industrial Capital LLC to have, as of the end of any fiscal quarter, a consolidated tangible net worth of at least $ 50 million.

The support agreement is not intended to be, and is not, a guarantee by CNH Industrial N.V.

of the indebtedness or other obligations of CNH Industrial Capital LLC.

The obligations of CNH Industrial N.V.

to this support agreement are to CNH Industrial Capital LLC only and do not run to, and are not enforceable directly by, any creditor of CNH Industrial Capital LLC, including holders of the CNH Industrial Capital LLC's notes or the trustee under the indenture governing the notes.

The support agreement may be modified, amended or terminated, at CNH Industrial N.V.’s election, upon thirty days' prior written notice to CNH Industrial Capital LLC and the rating agencies of CNH Industrial Capital LLC, if (a) the modification, amendment or termination would not result in a downgrade of CNH Industrial Capital LLC rated indebtedness;

(b) the modification, amendment or notice of termination provides that the support agreement will continue in effect with respect to the CNH Industrial Capital LLC rated indebtedness then outstanding;

or (c) CNH Industrial Capital LLC has no long-term rated indebtedness outstanding.

A summary of issued bonds outstanding as of December 31, 2025, is as follows (in millions of dollars, except percentages):

Currency Face value of outstanding bonds Issue Date

Coupon Maturity Date

Outstanding amount

Industrial Activities

1 unchanged sentence

CNH Industrial Finance Europe S.A.

EUR 650 1.750 % September 12, 2025 $ 675

CNH Industrial Finance Europe S.A.

EUR 100 3.500 % November 12, 2025 104

CNH Industrial Finance Europe S.A.

EUR 500 1.875 % January 19, 2026 519

CNH Industrial Finance Europe S.A.

EUR 600 1.750 % March 25, 2027 623

EUR 600 March 25, 2019 1.750 % March 25, 2027 $ 705

CNH Industrial Finance Europe S.A.

EUR 50 3.875 % April 21, 2028 52

EUR 50 April 21, 2016 3.875 % April 21, 2028 58

CNH Industrial Finance Europe S.A.

EUR 500 1.625 % July 3, 2029 520

EUR 500 July 3, 2019 1.625 % July 3, 2029 588

CNH Industrial Finance Europe S.A.

EUR 50 2.200 % July 15, 2039 52

EUR 50 July 15, 2019 2.200 % July 15, 2039 58

CNH Industrial N.V.

EUR 750 3.750 % June 11, 2031 779

EUR 750 June 11, 2024 3.750 % June 11, 2031 881

CNH Industrial N.V.

USD 500 3.850 % November 15, 2027 500

EUR 500 November 26, 2025 3.625 % January 26, 2033 588

CNH Industrial N.V.

EUR 500 September 3, 2025 3.875 % September 3, 2035 588

CNH Industrial N.V.

USD 500 November 14, 2017 3.850 % November 15, 2027 500

Hedging effects, bond premium/discount, and unamortized issuance costs ( 49 )

1 unchanged sentence

Financial Services

CNH Industrial Capital LLC USD 500 3.950 % May 23, 2025 $ 500

CNH Industrial Capital LLC USD 400 5.450 % October 14, 2025 400

CNH Industrial Capital LLC USD 500 1.875 % January 15, 2026 500

CNH Industrial Capital LLC USD 600 1.450 % July 15, 2026 600

CNH Industrial Capital LLC USD 500 4.500 % October 8, 2027 500

CNH Industrial Capital LLC USD 600 4.550 % April 10, 2028 600

CNH Industrial Capital LLC USD 500 5.500 % January 12, 2029 500

CNH Industrial Capital LLC USD 600 5.100 % April 20, 2029 600

CNH Industrial Capital Australia Pty Ltd.

CNH Industrial Capital LLC USD 500 October 6, 2020 1.875 % January 15, 2026 $ 500

CNH Industrial Capital LLC USD 600 May 24, 2021 1.450 % July 15, 2026 600

CNH Industrial Capital LLC USD 500 October 9, 2024 4.500 % October 8, 2027 500

CNH Industrial Capital LLC USD 500 March 21, 2025 4.750 % March 21, 2028 500

CNH Industrial Capital LLC USD 600 April 10, 2023 4.550 % April 10, 2028 600

CNH Industrial Capital LLC USD 500 September 13, 2023 5.500 % January 12, 2029 500

CNH Industrial Capital LLC USD 600 March 21, 2024 5.100 % April 20, 2029 600

CNH Industrial Capital LLC USD 500 September 25, 2025 4.500 % October 16, 2030 500

CNH Industrial Capital Australia Pty.

AUD 775 2023/2025 4.700 %

1 unchanged sentence

CNH Industrial Capital Canada Ltd.

CAD 400 5.500 % August 11, 2026 278

CNH Industrial Capital Canada Ltd CAD 400 4.800 % March 25, 2027 278

CNH Industrial Capital Canada Ltd CAD 300 4.000 % April 11, 2028 208

CNH Industrial Capital Argentina S.A.

CAD 400 August 11, 2023 5.500 % August 11, 2026 292

CNH Industrial Capital Canada Ltd.

CAD 400 March 25, 2024 4.800 % March 25, 2027 292

CNH Industrial Capital Canada Ltd.

CAD 300 October 10, 2024 4.000 % April 11, 2028 219

CNH Industrial Capital Canada Ltd.

CAD 500 June 5, 2025 3.750 % June 5, 2029 366

CNH Industrial Capital Argentina

USD 160 2024/2025 6.000 %

8 unchanged sentences

(3) Bond listed on the New York Stock Exchange

A summary of total debt as of December 31, 2024 and 2023, is as follows:

(in millions of dollars)

(4) Comprised of 4 bonds issued that range in coupon rates of 4.700 % and 5.800 % and mature between July 13, 2026 and June 20, 2028.

(5) Comprised of 5 bonds issued that range in coupon rates of 6.000 % and 8.250 % and mature between March 2, 2026 and November 12, 2028.

(6) Comprised of 22 bonds issued that range in coupon rates of 12.140 % and 18.630 % and mature between May 9, 2026 and December 22, 2032.

A summary of total debt as of December 31, 2025 and 2024, is as follows (in millions of dollars):

As of December 31,

Industrial Activities Financial Services Consolidated Industrial Activities Financial Services Consolidated

8 unchanged sentences

The weighted-average interest rate on consolidated debt at December 31, 2025, and 2024 was 5.5 % and 5.7 %, respectively.

In February 2024, CNH Industrial Capital Argentina.

issued USD 53 million of 7.500 % notes due in 2026, with an issue price of 100.000 % of their principal amount.

In March 2024, CNH Industrial Capital Canada Ltd.

issued CAD 400 million of 4.800 % notes due in 2027, with an issue price of 99.876 % of their principal amount.

In March 2024, CNH Industrial Capital LLC issued USD 600 million of 5.100 % due in 2029 with an issue price of 99.157 % of their principal amount.

In April 2024, Banco CNH Industrial Capital S.A.

issued BRL 700 million of notes in three tranches:

BRL 335 million at Certificado de Depósito Interbancário ("CDI") + 0.550 % due 2026, BRL 245 million at CDI + 0.750 % due in 2027 and BRL 120 million at CDI + 0.900 % due in 2028.

In May 2024, CNH Industrial Australia issued AUD 250 million of 5.400 % notes due in 2027 at an issue price of 99.877 % of their principal amount.

In September 2024, the obligation nominal amount was increased by AUD 75 million, at an issuance price of 101.561 %, for a total of AUD 325 million.

In May 2024, Banco CNH Industrial Capital S.A.

issued BRL 50 million of notes at CDI + 0.900 % notes due in 2028, through a private placement.

In May 2024, Banco CNH Industrial Capital S.A.

issued BRL 200 million of 12.290 % notes due in 2028, through a private placement.

In June 2024, Banco CNH Industrial Capital S.A.

issued BRL 200 million of notes in two tranches:

BRL 100 million at 12.350 % due in 2026 and BRL 100 million at 12.850 % due in 2027, through a private placement.

In June 2024, CNH Industrial N.V.

issued Euro 750 million of 3.750 % notes due in 2031 with an issue price of 99.168 % of their principal amount.

In October 2024, CNH Industrial Capital LLC issued USD 500 million of 4.500 % notes due in 2027 with an issue price of 99.809 % of their principal amount.

In October 2024, CNH Industrial Capital Canada Ltd.

issued CAD 300 million of 4.000 % notes due 2028 with an issue price of 99.964 % of their principal amount.

In October 2024, Banco CNH Industrial Capital S.A.

issued BRL 500 million of notes in three tranches:

BRL 150 million at CDI + 0.350 % due in 2026, BRL 200 million at BRL at CDI + 0.500 % due in 2027 and BRL 150 million at CDI + 0.700 % due in 2028.

In November 2024, CNH Industrial Capital Argentina issued USD 17 million of 6.000 % notes due in 2026 at an issue price of 100.000 % of their principal amount.

In November 2024, CNH Industrial Capital Argentina issued USD 11 million of 7.500 % notes due in 2028 at an issue price of 100.000 % of their principal amount.

In April 2023, CNH Industrial Capital LLC issued USD 600 million of 4.550 % notes due 2028, with an issue price of 98.857 % of their principal amount.

In May 2023, CNH Industrial Capital Argentina issued USD 36 million of 0.000 % notes due in 2025 at an issue price of 124.000 % of their principal amount.

In May 2023, Banco CNH Industrial Capital S.A.

issued BRL 500 million of notes in two tranches:

BRL 400 million at CDI + 1.400 %, due in 2025 and BRL 100 million at CDI + 1.600 %, due in 2026.

In July 2023, CNH Industrial Capital Australia Pty.

Limited issued AUD 175 million of 5.800 % notes due in 2026 at an issue price of 99.715 % of their principal amount.

In August 2023, CNH Industrial Capital Canada Ltd.

issued CAD 400 million of 5.500 % notes due in 2026, with an issue price of 99.883 % of their principal amount.

In September 2023, CNH Industrial Capital LLC issued USD 500 million of 5.500 % notes due in 2029 at an issue price of 99.399 % of their principal amount.

In October 2023, Banco CNH Industrial Capital S.A.

issued BRL 600 million of notes in three tranches:

BRL 312.1 million at CDI + 0.900 %, due in 2025, BRL 172.4 million at CDI + 1.000 %, due in 2026 and BRL 115.5 million at CDI + 1.300 %, due in 2027.

The bonds issued by CNH may contain commitments of the issuer, and in certain cases commitments of CNH Industrial N.V.

4 unchanged sentences

leading to a rating downgrading of CNH Industrial N.V..

At December 31, 2025, the Company was in compliance with such obligations and covenants.

Other debt consists primarily of borrowings from banks which are at various terms and rates.

Included in Other debt of Financial Services is approximately $ 1.3 billion and $ 1.5 billion at December 31, 2024 and 2023, respectively, of funding provided by the Brazilian development agency, Banco Nacional de Desenvolvimento Econômico e Social ("BNDES").

Included in Other debt of Financial Services is approximately $ 1.3 billion and $ 1.3 billion at December 31, 2025 and 2024, respectively, of funding provided by the Brazilian development agency, BNDES.

The program provides subsidized funding to financial institutions to be loaned to customers to support the purchase of agricultural or construction machinery or commercial equipment in accordance with the program.

A summary of the minimum annual repayments of debt as of December 31, 2024, and thereafter is as follows:

(in millions of dollars)

A summary of the minimum annual repayments of debt as of December 31, 2025, and thereafter is as follows (in millions of dollars):

2026 $ 7 $ 10,085 $ 10,092

5 unchanged sentences

Financial payables to Iveco Group N.V.

Intersegment 456 334 —

Intersegment debt 281 203 —

Costs and premium discounts related to issuances

( 38 ) ( 35 ) ( 73 )

Total $ 4,388 $ 22,949 $ 26,853

1 unchanged sentence

Financial Instruments" for fair value information on debt.

At December 31, 2025, our receivables from financing activities included receivables sold and financed through both ABS and factoring transactions of $ 13.1 billion ($ 13.9 billion at December 31, 2024), which do not meet derecognition requirements and therefore are recorded on our Consolidated Balance Sheets.

These receivables are recognized as such

in our financial statements even though they have been legally sold;

a corresponding financial liability is recorded in the Consolidated Balance Sheets as debt (see "Note 4:

Receivables" to our Consolidated Financial Statements).

Supply Chain Finance Programs

5 unchanged sentences

We have no economic interest in a supplier's decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions, as it relates to the SCF program.

These balances are included within " Trade payables " in our consolidated balance sheets and are reflected as cash flow from operating activities in our consolidated statements of cash flows when settled.

Changes in the outstanding obligation for the year ended December 31, 2024, are as follows:

(in millions of dollars)

These balances are included within " Trade payables " in our Consolidated Balance Sheets and are reflected as "Cash Flows from Operating Activities" in our Consolidated Statements of Cash Flows when settled.

Changes in the outstanding obligation for the years ended December 31, 2025 and 2024, are as follows (in millions of dollars):

Years Ended December 31,

Balance at beginning of year $ 79 $ 148

6 unchanged sentences

The Company's provision for income taxes as reported in its Consolidated Statements of Operations for the year ended December 31, 2025, of $ 184 million consists almost entirely of income taxes related to subsidiaries of CNH Industrial N.V..

The sources of income before taxes and equity in income of unconsolidated subsidiaries and affiliates for the years ended December 31, 2024, 2023 and 2022 are as follows:

(in millions of dollars)

The sources of income before taxes and equity in income of unconsolidated affiliates for the years ended December 31, 2025, 2024 and 2023 are as follows (in millions of dollars):

Years Ended December 31,

2025 2024 2023

1 unchanged sentence

Foreign sources 1,006 1,493 2,751

Income (loss) of Consolidated Group before Income Taxes $ 1,457 $ 2,703 $ 2,682

The provision for income taxes for the years ended December 31, 2024, 2023 and 2022 consisted of the following:

(in millions of dollars)

Consolidated income before income taxes

$ 620 $ 1,457 $ 2,703

Current income taxes $ 442 $ 1,118 $ 819

Deferred income taxes ( 106 ) ( 524 ) ( 72 )

Total income tax provision (benefit) $ 336 $ 594 $ 747

The provision for income taxes for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in millions of dollars):

Years Ended December 31,

2025 2024 2023

Parent country source

$ 13 $ 29 $ 18

Foreign sources

367 413 1,100

Total current income taxes

380 442 1,118

Parent country source

( 35 ) ( 43 ) ( 107 )

Foreign sources

( 161 ) ( 63 ) ( 417 )

Total deferred income taxes

( 196 ) ( 106 ) ( 524 )

Total income tax provision

$ 184 $ 336 $ 594

CNH Industrial N.V.

is incorporated in the Netherlands but is a tax resident of the United Kingdom ("U.K.").

The reconciliation of the differences between the provision for income taxes and the statutory rate is presented based on the weighted average of the U.K.

is incorporated in the Netherlands but is a tax resident of the U.K.

The reconciliation of the differences

between the provision for income taxes and the statutory rate is presented based on the weighted-average of the U.K.

statutory corporation tax rates in force over each of the Company's calendar year reporting periods;

specifically, the tax rate are 25.0 %, 25.0 % and 23.5 % for the years ended December 31, 2025, 2024 and 2023, respectively.

Reconciliations of CNH’s income tax expense for the years ended December 31, 2024, 2023 and 2022 are as follows:

(in millions of dollars)

Reconciliation of CNH's income tax expense for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09 is presented in the following table (in millions of dollars):

Years Ended December 31,

Consolidated income taxes

Amount Percent

Federal Statutory Tax Rate $ 155 25.0 %

Foreign Tax Effects

Hyper-inflationary tax impacts 15 2.4 %

Statutory tax rate difference 10 1.6 %

Valuation allowance

( 13 ) ( 2.1 ) %

Other ( 2 ) ( 0.3 ) %

( 11 ) ( 1.8 ) %

Other 1 0.2 %

Italy 11 1.8 %

Tax incentives ( 20 ) ( 3.2 ) %

Functional Currency ( 42 ) ( 6.8 ) %

Other ( 11 ) ( 1.8 ) %

Total Other Jurisdictions 14 2.3 %

Effect of Cross-Border Tax Laws

Valuation Allowance 8 1.3 %

Nontaxable or Nondeductible Items

Functional Currency 50 8.1 %

Other Adjustments 2 0.3 %

Changes in Unrecognized Tax Benefits 11 1.8 %

Other Adjustments ( 9 ) ( 1.5 ) %

Total $ 184 29.7 %

(1) Notional interest deduction on qualifying equity under local tax law.

Reconciliations of CNH's income tax expense in accordance with the guidance prior to the adoption of ASU 2023-09 for the years ended December 31, 2024 and 2023 are as follows (in millions of dollars):

Years Ended December 31,

Tax provision at the parent statutory rate $ 364 $ 635

4 unchanged sentences

Hyper-inflationary tax impacts

( 64 ) 27 ( 6 )

Withholding taxes

Other ( 1 ) 18 63

Total income tax provision (benefit) $ 336 $ 594 $ 747

(1) These balances were shown within "Other" in previous periods.

In the current period, they have been presented separately.

Prior period amounts have been reclassified for comparability.

The change in tax expense in 2024 as compared to 2023 was largely attributable to lower profit-before tax and the tax impact from Argentina's highly inflationary economy as identified in the table above.

Total income tax provision

The reduction in tax expense in 2025 as compared to 2024 was largely attributable to lower profit-before-tax.

However, the 2025 effective tax rate increased due to the year-over-year tax impact of Argentina's highly inflationary economy and the non-recognized tax benefits associated with the non-cash impairment charges related to Monarch Tractors and IPR&D acquired as part of the Raven acquisition.

In 2025, we also recorded a valuation allowance against deferred tax assets generated by Bennamann.

The change in tax expense in 2024 as compared to 2023 was largely attributable to lower income before-tax and the tax impact from Argentina's highly inflationary economy, as identified in the table above.

The 2024 tax expense was also reduced by the recognition of $ 29 million of previously unrecognized deferred tax benefit assets in China, offset by the de-recognition of $ 35 million of deferred tax assets in Argentina, increases in withholding tax on dividends, and lower benefits from U.S.

The decreased tax expense in 2023, as compared to 2022, was largely attributable to the recognition of $ 99 million of previously unrecognized deferred tax assets in the United Kingdom, lower profitability in high-tax jurisdictions as a percent of total profit, higher credits and incentives, and the tax benefit related to the sale of CNH Industrial Russia, offset by increases in the tax rate due to the tax impact from the Argentina highly inflationary economy and discrete tax expense associated with prior periods.

At December 31, 2025, undistributed earnings in certain subsidiaries outside the U.K.

8 unchanged sentences

jurisdictions.

Finally, the Company

evaluated the undistributed earnings from joint ventures in which it owned 50% or less and recorded $ 10 million of deferred tax liabilities as of December 31, 2024.

Finally, the Company evaluated the undistributed earnings from joint ventures in which it owned 50% or less and recorded $ 9 million of deferred tax liabilities as of December 31, 2025.

Deferred Income Tax Assets and Liabilities

The components of net deferred tax assets as of December 31, 2024 and 2023 are as follows:

(in millions of dollars)

The components of net deferred tax assets as of December 31, 2025 and 2024 are as follows (in millions of dollars):

As of December 31,

Deferred tax assets:

16 unchanged sentences

Net deferred tax assets $ 1,190 $ 899

Net deferred tax assets are reflected in the accompanying consolidated balance sheets as of December 31, 2024 and 2023 as follows:

(in millions of dollars)

Net deferred tax assets are reflected in the accompanying Consolidated Balance Sheets as of December 31, 2025 and 2024 as follows (in millions of dollars):

As of December 31,

Deferred tax assets $ 1,207 $ 927

12 unchanged sentences

CNH also has tax loss carry forwards of approximately $ 890 million with indefinite lives.

CNH has tax credit carry forwards of $ 51 million of which $ 9 million will expire in 2026, $ 2 million will expire in 2027, $ 5 million will expire in 2028, and $ 35 million will expire in 2029 and beyond.

CNH has tax credit carry forwards of $ 44 million of which $ 3 million will expire in 2026, $ 2 million will expire in 2027, $ 5 million will expire in 2028, $ 4 million will expire in 2029, and $ 30 million will expire in 2030 and beyond.

Income Taxes Paid

Income taxes paid, net of refunds, by jurisdiction for the years ended December 31, 2025, 2024 and 2023 were as follows:

Years Ended December 31,

2025 2024 2023

United Kingdom $ — $ ( 5 ) $ 4

Austria ( 12 ) 52 36

Brazil 55 109 203

Canada 37 52 90

India 28 30 28

Italy 3 28 43

United States 67 375 266

All other foreign 49 128 132

$ 227 $ 769 $ 802

Uncertain Tax Positions

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The Company has open tax years from 2006 to 2025.

Due to the global nature of the Company’s business, transfer pricing disputes may arise, and the Company may seek correlative relief through the competent authority processes.

Due to the global nature of the Company's business, transfer pricing disputes may arise, and the Company may seek correlative relief through the competent authority process.

The Company has considered the possibility of correlative relief when booking contingencies related to transfer pricing.

The lapsing of statutes, closure of currently on-going audits, or initiation of new audits in the next 12 months is not expected to have a material adverse effect on the Company's financial positions or results of operations.

A reconciliation of the gross amounts of tax contingencies at the beginning and end of the year is as follows:

(in millions of dollars)

Balance, beginning of year $ 234 $ 162

A reconciliation of the gross amounts of tax contingencies at the beginning and end of the year is as follows (in millions of dollars):

Years Ended December 31,

Balance at beginning of year $ 268 $ 234

Additions based on tax positions related to the current year 22 36

3 unchanged sentences

Settlements ( 3 ) —

Balance, end of year $ 268 $ 234

Balance at end of year $ 271 $ 268

As of December 31, 2025, there are $ 271 million of unrecognized tax benefits before consideration of interest and penalties and $ 332 million of unrecognized tax benefits after consideration of interest and penalties that, if recognized, would affect the effective tax rate.

2 unchanged sentences

The Company had approximately $ 61 million, $ 47 million and $ 25 million of income tax-related interest and penalties accrued at December 31, 2025, 2024 and 2023, respectively.

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.

Employee Benefit Plans and Postretirement Benefits

CNH provides pension, healthcare and insurance plans and other postemployment benefits to its employees and retirees under defined contribution and defined benefit plans.

In the case of defined contribution plans, CNH makes contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis.

Once the contributions have been made, the Company has no further payment obligations.

CNH recognizes the contribution cost when the employees have rendered their service and includes this cost by function in cost of goods sold, SG&A expense, and R&D expense.

During the years ended December 31, 2025, 2024 and 2023, CNH recorded expenses of $ 133 million, $ 138 million and $ 145 million, respectively, for its defined contribution plans.

Defined benefit plans are classified by CNH on the basis of the type of benefit provided as follows:

pension plans, healthcare plans, and other postemployment benefit plans.

Pension Plans

Pension obligations primarily comprise the obligations of the Company’s pension plans in the U.S., the U.K., and Germany.

Under these plans, contributions are made to a separate fund (trust) that independently administers the plan assets.

The Company’s funding policy is to meet the minimum funding requirements pursuant to the laws of the applicable jurisdictions.

The Company may also choose to make discretionary contributions.

In July 2024, the U.K.

The Company and its U.K.

pension scheme trustee are reviewing this development and considering whether this decision has any implications for the CNHI and JI Case Pension Plans.

The Company is currently assessing the potential impact of this ruling on its financial statements, including any implications for pension obligations, funding requirements, or other financial exposures.

As of December 31, 2024, the Company is not able to reasonably estimate the impact of this ruling, if any, on the Company’s results of operations.

Healthcare Postretirement Benefit Plans

Healthcare postretirement benefit plan obligations comprise obligations for healthcare and insurance plans granted to employees working in the U.S.

These plans generally cover employees retiring on or after reaching the age of 55 who have completed at least 10 years of employment.

salaried and non-represented hourly employees and Canadian employees hired

after January 1, 2001, and January 1, 2002, respectively, are not eligible for postretirement healthcare and life insurance benefits under the CNH plans.

These benefits may be subject to deductibles, co-payment provisions and other limitations, and CNH has reserved the right to change or terminate these benefits, subject to the provisions of any collective bargaining agreement.

These plans are not required to be funded.

However, beginning in 2007, the Company began making contributions on a voluntary basis to a separate and independently managed fund established to finance the North American healthcare plans.

On February 20, 2018, CNH announced that the United States Supreme Court ruled in its favor in Reese vs.

CNH Industrial N.V.

and CNH Industrial America LLC.

The decision allowed CNH to terminate or modify various retiree healthcare benefits previously provided to certain UAW Union represented CNH retirees.

On April 16, 2018, CNH announced its determination to modify the Benefits provided to the applicable retirees (“Benefits Modification”) to make them consistent with the Benefits provided to current eligible CNH retirees who had been represented by the UAW.

The Benefits Modification resulted in a reduction of the plan liability by $ 527 million.

This amount was amortized from OCI to the income statement over approximately 4.5 years, which represents the average service period to attain eligibility conditions for active participants.

The amount was completely amortized as of December 31, 2022 .

For the year ended December 31, 2022, $ 90 million of amortization was recorded as a pre-tax gain in Other, net.

In 2021, CNH communicated plan changes for the U.S.

retiree medical plan.

The plan changes resulted in a reduction of the plan liability by approximately $ 101 million.

This amount is being amortized from OCI to the income statement over approximately 4 years, which represents the average service period to attain eligibility conditions for active participants.

For the year ended December 31, 2024, 2023 and 2022, $ 24 million, $ 24 million and $ 24 million of amortization was recorded as a pre-tax gain in Other, net, respectively.

Effective January 1, 2022, post-retirement medical coverage for certain U.S.

employees who retired prior to December 2004 was transitioned to an individual marketplace.

In August 2022, the Company settled the benefits obligation related to RHRA benefits for this group.

In connection with this transaction, $ 27 million of plan obligations and plan assets were transferred.

The Company recognized a $ 3 million pre-tax non-cash settlement charge, primarily related to the accelerated recognition of actuarial losses.

Other Postemployment Benefits

Other postemployment benefits consist of obligations for Italian Employee Leaving Entitlements up to December 31, 2006, loyalty bonus in Italy and various other similar plans in France, Germany and Belgium.

Until December 31, 2006, Italian companies with more than 50 employees were required to accrue for benefits paid to employees upon them leaving the Company.

The scheme has since changed to a defined contribution plan.

The obligation on the Company’s consolidated balance sheet represents the residual reserve for years until December 31, 2006.

Loyalty bonus is accrued for employees who have reached certain service seniority and are generally settled when employees leave the Company.

These plans are not required to be funded and, therefore, have no plan assets.

Obligations and Funded Status

The following summarizes data from CNH’s defined benefit pension, healthcare and other postemployment plans for the years ended December 31, 2024 and 2023:

The following summarizes data from CNH's defined benefit pension, healthcare and other postemployment plans for the years ended December 31, 2025 and 2024 (in millions of dollars):

Pension Healthcare (1)

(in millions of dollars)

Years Ended December 31, Years Ended December 31, Years Ended December 31,

2025 2024 2025 2024 2025 2024

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Currency translation adjustments and other

71 2 ( 15 ) — — —

Ending plan assets 1,093 1,018 48 60 — —

2 unchanged sentences

(1) The healthcare and other postemployment plans are not required to be prefunded.

(2) Includes the impact of the transfer of the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S.

plans through group annuity contract purchases in 2022.

The following summarizes data from CNH’s defined benefit pension plans by significant geographical area for the years ended December 31, 2024 and 2023:

The following summarizes data from CNH's defined benefit pension plans by significant geographical area for the years ended December 31, 2025 and 2024 (in millions of dollars):

Other Countries (1)

(in millions of dollars)

Years Ended December 31, Years Ended December 31, Years Ended December 31, Years Ended December 31,

2025 2024 2025 2024 2025 2024 2025 2024

22 unchanged sentences

(1) Pension benefits in Germany and some other countries are not required to be prefunded.

(2) Includes the impact of the transfer of the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S.

plans through group annuity contract purchases in the fourth quarter of 2023.

Net amounts recognized in the consolidated balance sheets as of December 31, 2024 and 2023 consist of:

Net amounts recognized in the Consolidated Balance Sheets as of December 31, 2025 and 2024 consist of (in millions of dollars):

Pension Healthcare Other

(in millions of dollars)

As of December 31, As of December 31, As of December 31,

2025 2024 2025 2024 2025 2024

2 unchanged sentences

Net liability recognized at end of year $ ( 119 ) $ ( 151 ) $ ( 127 ) $ ( 126 ) $ ( 81 ) $ ( 81 )

Pre-tax amounts recognized in accumulated other comprehensive loss as of December 31, 2024, consist of:

(in millions of dollars)

Pre-tax amounts recognized in accumulated other comprehensive loss as of December 31, 2025, consist of (in millions of dollars):

As of December 31, 2025

Pension Healthcare Other

Unrecognized actuarial losses (gains)

$ 313 $ 3 $ ( 20 )

Unrecognized prior service credit 18 1 —

Accumulated other comprehensive loss $ 347 $ ( 7 ) $ ( 22 )

The following table summarizes the aggregate pension accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets:

(in millions of dollars)

Accumulated other comprehensive (income) loss

$ 331 $ 4 $ ( 20 )

The following table summarizes the aggregate pension accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets (in millions of dollars):

As of December 31,

Accumulated benefit obligation $ 640 $ 904

Fair value of plan assets $ 485 $ 724

The following table summarizes CNH’s pension and other post-employment plans with projected benefit obligations in excess of plan assets:

The following table summarizes CNH's pension and other postemployment plans with projected benefit obligations in excess of plan assets (in millions of dollars):

Pension Healthcare Other

(in millions of dollars)

As of December 31, As of December 31, As of December 31,

2025 2024 2025 2024 2025 2024

3 unchanged sentences

Net Periodic Benefit Cost

The following summarizes the components of net periodic benefit cost of CNH’s defined benefit for the years ended December 31, 2024, 2023 and 2022:

The following summarizes the components of net periodic benefit cost (income) of CNH's defined benefit for the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Pension Healthcare Other

(in millions of dollars)

Years Ended December 31, Years Ended December 31, Years Ended December 31,

2025 2024 2023 2025 2024 2023 2025 2024 2023

6 unchanged sentences

Settlement loss and other — — 2 — 7 — ( 6 ) 1 ( 1 )

Net periodic benefit cost (credit) $ 30 $ 38 $ 7 $ ( 10 ) $ ( 28 ) $ ( 117 ) $ 6 $ 10 $ 5

Net periodic benefit cost recognized in net income and other changes in plan assets and benefit obligations that are recognized in other comprehensive loss during 2024 consist of:

(in millions of dollars)

Net periodic benefit cost (income)

$ 34 $ 30 $ 38 $ ( 11 ) $ ( 10 ) $ ( 28 ) $ ( 8 ) $ 6 $ 10

Net periodic benefit cost (income) recognized in net income and other changes in plan assets and benefit obligations that are recognized in other comprehensive loss during the year ended December 31, 2025 consist of (in millions of dollars):

Year Ended December 31, 2025

Pension Healthcare Other

Net periodic benefit cost $ 30 $ ( 10 ) $ 6

Net periodic benefit cost (income)

$ 34 $ ( 11 ) $ ( 8 )

Benefit adjustments included in other comprehensive (income) loss:

Net actuarial losses (gains) ( 22 ) — 3

Amortization of actuarial losses ( 49 ) 7 ( 9 )

Net actuarial loss (gain)

( 16 ) ( 6 ) ( 10 )

Amortization of actuarial (loss) gain

( 20 ) ( 1 ) 1

Amortization of prior service (cost) credit

Curtailment of prior service credit

Currency translation adjustments and other 22 ( 1 ) ( 2 )

Total recognized in other comprehensive (income) loss

Total recognized in comprehensive loss $ ( 31 ) $ 23 $ —

The following assumptions were utilized in determining the funded status at December 31, 2024 and 2023, and the net periodic benefit cost of CNH’s defined benefit plans for the years ended December 31, 2024, 2023 and 2022:

Total recognized in comprehensive (income) loss

$ 19 $ 1 $ ( 5 )

The following assumptions were utilized in determining the funded status at December 31, 2025 and 2024, and the net periodic benefit cost of CNH's defined benefit plans for the years ended December 31, 2025, 2024 and 2023 (in percentages):

Pension plans Healthcare plans Other

(in percentages)

Years Ended December 31, Years Ended December 31, Years Ended December 31,

2025 2024 2023 2025 2024 2023 2025 2024 2023

1 unchanged sentence

Discount rate 4.93 4.89 4.22 4.96 5.36 4.97 3.80 3.67 3.50

Rate of compensation increase 2.80 2.91 3.03 4.00 4.00 4.00 3.00 2.94 3.19

Rate of compensation increase 2.80 2.80 2.91 n/a 4.00 4.00 2.71 3.00 2.94

Initial healthcare cost trend rate n/a n/a n/a 5.46 5.35 4.70 n/a n/a n/a

25 unchanged sentences

The ultimate trend is a long-term assumption of healthcare cost inflation based on general inflation, incremental medical inflation, technology, new medicine, government cost-shifting, utilization changes, an aging population, and a changing mix of medical services.

CNH annually reviews the mortality assumptions and demographic characteristics of its U.S.

pension plan and healthcare plan participants.

In 2024 and 2023, the Company continued to use the adopted MP 2021 mortality improvement scale as it continues to be the most current .

CNH annually reviews the mortality assumptions and demographic characteristics of its pension plan and healthcare plan participants.

pension and healthcare plans, the Company continued to use the adopted MP 2021 mortality improvement scale as it continues to be the most current .

At this time the Company is not adjusting to the MP 2021 for any short-term or long-term impacts COVID may have on mortality improvement scales issued in the future.

pension plans, the Company elected to utilize the CMI 2024 mortality improvement table.

The Company uses the spot yield curve approach to estimate the service and interest cost components of the net periodic pension and other postretirement benefit costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant projected cash outflows.

4 unchanged sentences

Specific guidelines for each asset class and investment manager are implemented and monitored.

Weighted-average target asset allocation for all plans for 2024 are as follows:

Weighted-average target asset allocation for all plans for December 31, 2025 are as follows:

As of December 31, 2025

Asset category:

9 unchanged sentences

• Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2024:

(in millions of dollars)

The following summarizes the fair value of plan assets by asset category and levels within the fair value hierarchy as of December 31, 2025 (in millions of dollars):

As of December 31, 2025

Total Level 1 Level 2 Level 3

Equity securities:

equities $ — $ — $ — $ —

equities — — — —

Total Equity securities — — — —

Fixed income securities:

19 unchanged sentences

corporate bonds.

(2) This category includes open ended mutual fund, the underlying assets of the mutual fund are illiquid in nature and are not

classified in the fair value hierarchy using the net asset per share practical expedient.

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2024:

(in millions of dollars)

(2) This category includes open-ended mutual fund, the underlying assets of the mutual fund are illiquid in nature and are not classified in the fair value hierarchy using the net asset per share practical expedient.

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2025 (in millions of dollars):

Level 3 Assets

5 unchanged sentences

Balance at December 31, 2025 $ 71

The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2023:

(in millions of dollars)

The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2024 (in millions of dollars):

As of December 31, 2024

Total Level 1 Level 2 Level 3

Equity securities:

equities $ — $ — $ — $ —

equities — — — —

Total Equity securities — — — —

Fixed income securities:

19 unchanged sentences

corporate bonds.

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2023:

(in millions of dollars)

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2024 (in millions of dollars):

Level 3 Assets

6 unchanged sentences

Contributions

CNH expects to contribute (including through direct benefit payments) approximately $ 43 million to its pension plans, $ 19 million to its healthcare plans and $ 6 million to its other post-employment plans in 2025.

The benefit expected to be paid from the benefit plans, which reflect expected future years of service, and the Medicare subsidy expected to be received are as follows:

(in millions of dollars)

CNH expects to contribute (including through direct benefit payments) approximately $ 45 million to its pension plans, $ 15 million to its healthcare plans and $ 7 million to its other postemployment plans in 2026.

The benefit expected to be paid from the benefit plans, which reflect expected future years of service, and the Medicare subsidy expected to be received are as follows (in millions of dollars):

Pension Plans Healthcare Other

3 unchanged sentences

Other Liabilities

A summary of “Other liabilities” as of December 31, 2024 and 2023 is as follows:

(in millions of dollars)

A summary of "Other liabilities" as of December 31, 2025 and 2024 is as follows (in millions of dollars):

As of December 31,

Warranty and campaign programs $ 641 $ 633

12 unchanged sentences

Summary of Significant Accounting Policies", CNH pays for basic warranty and other service action costs.

A summary of recorded activity for the basic warranty and campaign program accrual for the years ended December 31, 2024 and 2023 are as follows:

(in millions of dollars)

A summary of recorded activity for the basic warranty and campaign program accrual for the years ended December 31, 2025 and 2024 are as follows (in millions of dollars):

Years Ended December 31,

Balance at beginning of year $ 633 $ 610

10 unchanged sentences

• In 2024, Agriculture, Construction and Financial Services recorded $ 104 million, $ 13 million and $ 1 million, respectively.

• In 2022, Agriculture and Construction recorded $ 21 million and $ 10 million, respectively.

The following table sets forth restructuring activity for the years ended December 31, 2024, 2023 and 2022:

(in millions of dollars)

• In 2023, Agriculture, Construction and Finance recorded $ 51 million and $ 14 million and $ 2 million, respectively.

The following table sets forth restructuring activity for the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Severance and Other Employee Costs

1 unchanged sentence

Restructuring

Balance at January 1, 2022 $ 17 $ 11 $ 1 $ 29

Balance at December 31, 2022 $ 25 $ 3 $ 2 $ 30

Restructuring charges 36 23 8 67

20 unchanged sentences

Commitments and Contingencies

CNH in the ordinary course of business is exposed to numerous legal risks, including, without limitation, dealer and supplier litigation, intellectual property right disputes, product liability, asbestos, personal injury, emissions and/or fuel economy regulatory, competition law and other regulatory investigations and environmental claims.

We are party to various unresolved investigations, claims and actions that our incidental to our business.

As a global company with diverse business portfolio, CNH in the ordinary course of business is exposed to numerous legal risks, including, without limitation, dealer and supplier litigation, intellectual property right disputes, product liability, asbestos, personal injury, emissions and/or fuel economy regulatory, competition law and other regulatory investigations and environmental claims.

We are party to various unresolved investigations, claims and actions that are incidental to our business.

The most significant of these matters are described below.

The outcome of any current or future proceedings, claims, or investigations cannot be predicted with certainty.

Adverse decisions in one or more of these proceedings, claims or investigations could require the Company to pay substantial damages or fines or undertake service actions, recall campaigns or other costly actions.

Adverse decisions in one or more of these proceedings, claims or investigations could require CNH to pay substantial damages or fines or undertake service actions, recall campaigns or other costly actions.

It is therefore possible that legal judgments could give rise to expenses that are not covered, or not fully covered, by insurance and could affect CNH's financial position and results.

When it is probable that such a loss has been incurred and the amount can be reasonably estimated, such amounts are provided for in the Company's income statement and the related accrual is recorded in “Other liabilities” on the consolidated balance sheets.

When it is probable that such a loss has been incurred and the amount can be reasonably estimated, such amounts are provided for in the Company's Consolidated Statements of Operations and the related accrual is recorded in "Other liabilities" on the Consolidated Balance Sheets.

Although the ultimate outcome of legal matters pending against CNH and its subsidiaries cannot be predicted, the Company believes the reasonable possible range of losses for these unresolved legal matters in addition to the amounts accrued would not have a material effect on its Consolidated Financial Statements.

2 unchanged sentences

Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), which imposes strict and, under certain circumstances, joint and several liability for remediation and liability for natural resource damages, and other federal and state laws that impose similar liabilities, CNH has received inquiries for information or notices of its potential liability regarding 66 non-owned U.S.

sites at which regulated materials allegedly generated by CNH were released or disposed (“Waste

sites at which regulated materials allegedly generated by CNH were released or disposed ("Waste Sites").

Of the Waste Sites, 16 are on the National Priority List ("NPL") promulgated pursuant to CERCLA.

For 60 of the Waste Sites, the monetary amount or extent of the Company’s liability has either been resolved;

For 60 of the Waste Sites, the monetary amount or extent of the Company's

liability has either been resolved;

it has not been named as a potentially responsible party ("PRP"), or its liability is likely de minimis .

Because estimates of remediation costs are subject to revision as more information becomes available about the extent and cost of remediation and because settlement agreements can be reopened under certain circumstances, the Company’s potential liability for remediation costs associated with the 66 Waste Sites could change.

Because estimates of remediation costs are subject to revision as more information becomes available about the extent and cost of remediation and settlement agreements can be reopened under certain circumstances, the Company's potential liability for remediation costs associated with the 66 Waste Sites could change.

Moreover, because liability under CERCLA and similar laws can be joint and several, CNH could be required to pay amounts in excess of its pro rata share of remediation costs.

16 unchanged sentences

Following the Decision, the Company, Iveco and Iveco Magirus AG ("IMAG") have been named as defendants in proceedings across Europe.

Following the Demerger, CNH cannot be excluded from current and future follow on proceedings originating from the Decision because under EU competition law a company cannot use corporate reorganizations to avoid liability for private damage claims.

Following the demerger of Iveco Group N.V.

and CNH, ("Demerger"), CNH cannot be excluded from current and future follow-on proceedings originating from the Decision because under European Union competition law a company cannot use corporate reorganizations to avoid liability for private damage claims.

At this time, CNH is unable to predict the outcome of these proceedings or reasonably estimate any potential losses.

In the event one or more of these judicial proceedings would result in a decision against CNH ordering it to compensate such claimants as a result of the conduct that was the subject matter of the Decision, then CNH, as a result of various intercompany arrangements, will ultimately have recourse against Iveco and IMAG for the reimbursement of the damages effectively paid to such claimants.

In the event one or more of these judicial proceedings would result in a decision against CNH ordering it to compensate such claimants as a result of the conduct that was the subject matter of the Decision, then CNH, as a result of various arrangements, will ultimately have recourse against Iveco and IMAG for the reimbursement of any damages paid by CNH to such claimants.

However, if Iveco or IMAG do not comply with their obligations with respect to any such decisions or fail to fulfill their obligations to CNH, then CNH could experience financial losses.

The Company believes that the risk of either Iveco or IMAG or Iveco Group defaulting on potential payment obligations arising from such follow-up on damage claims is remote and, at this time, is unable to reasonably estimate any potential losses.

The Company believes that the risk of Iveco, IMAG or Iveco Group defaulting on potential payment obligations arising from such follow-up on damage claims is remote and, at this time, is unable to reasonably estimate any potential losses.

FPT Emissions Investigation:

2 unchanged sentences

The Italian criminal investigation was dismissed in 2023.

As a result of FPT Industrial's full cooperation and ongoing discussions with the investigative authorities, the German criminal investigation was concluded in December 2023.

As a result of FPT Industrial's full cooperation with the investigative authorities, all German criminal investigations were concluded in December 2023.

FPT is defending individual civil claims alleging emissions' non-compliance in Germany and Austria.

While the Company had no role in the design and sale of such engine models and vehicles, the Company is unable to predict the likelihood of these outcomes or reasonably estimate any potential losses.

While the Company had no role in the design and sale of such engine models and vehicles, the Company cannot predict the likelihood of these outcomes or reasonably estimate any potential losses.

The Company believes that the risk of either FPT Industrial or Iveco Group N.V.

defaulting on potential payment obligations arising from such proceedings is remote.

SEC Subpoenas :

The Company has been responding to subpoenas issued by the Securities and Exchange Commission requesting information and documents relating to our revenue recognition and sales practices.

The Company is cooperating with the SEC’s inquiry and continues to provide responsive documents and information.

The Company is unable to predict with certainty what action, if any, might be taken in the future by the SEC or any other governmental authority as a result of these requests.

Poland Antitrust Case :

On December 9, 2025, the Polish Antitrust Authority issued a notification of decision imposing fines on CNH Polska and some of its dealers of approximately € 57 million.

This decision follows an investigation beginning in 2023 of alleged commercial anticompetitive practices.

The Company disagrees with the allegations presented by the Polish Antitrust Authority and intends to defend its case.

This decision is not final and binding until judicial proceedings

and available appeals have been completed.

CNH Polska filed an appeal of the decision on January 9, 2026, on several grounds, including lack of evidence of CNH Polska’s role as a coordinator of the alleged misconduct and time barred claims.

A first instance decision from the Polish courts on this appeal is not expected for at least two years from the date of appeal.

CNH Polska is confident in its defenses and ability to significantly reduce or nullify the decision and accordingly has determined a reserve is not required at this time.

CNH has entered into operating lease contracts for the right to use industrial buildings and equipment and other assets.

1 unchanged sentence

Leases" for future minimum lease payments under non-cancellable lease contracts.

At December 31, 2024, Financial Services has various agreements to extend credit for the following financing arrangements:

(in millions of dollars) Total

At December 31, 2025, Financial Services has various agreements, on an uncommitted basis, to extend credit for the following financing arrangements (in millions of dollars):

As of December 31, 2025

Wholesale and dealer financing $ 9,050 $ 4,683 $ 4,367

19 unchanged sentences

When available, the Company uses quoted market prices to determine fair value and classifies such items as Level 1.

In some cases where a market price is not available, the Company will make use of observable market-based inputs to calculate fair value, in which case the items are classified as Level 2.

In some cases where a market price is not available, the Company will use of observable market-based inputs to calculate fair value, in which case the items are classified as Level 2.

If quoted or observable market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters such as interest rates, currency rates, or yield curves.

1 unchanged sentence

Thus, an item may be classified as Level 3 even though there may be some significant inputs that are readily observable.

The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified.

generally classified.

Where appropriate, the description includes details of the valuation models and the key inputs to those models as well as any significant assumptions.

2 unchanged sentences

CNH does not hold or enter into derivatives or other financial instruments for speculative purposes.

The credit and market risk related to derivatives is reduced through diversification among various counterparties, utilizing mandatory termination

clauses and/or collateral support agreements.

The credit and market risk related to derivatives is reduced through diversification among various counterparties, utilizing mandatory termination clauses and/or collateral support agreements.

Derivative instruments are generally classified as Level 2 in the fair value hierarchy.

The cash flows underlying all derivative contracts were recorded in operating activities in the consolidated statements of cash flows.

The cash flows underlying all derivative contracts were recorded in "Cash Flows from Operating Activities" in the Consolidated Statements of Cash Flows.

Foreign Exchange Derivatives

4 unchanged sentences

If a derivative instrument is terminated because the hedge relationship is no longer effective or because the hedged item is a forecasted transaction that is no longer determined to be probable, the cumulative amount recorded in accumulated other comprehensive income (loss) is recognized immediately in earnings.

Such amounts were insignificant in all periods presented.

Such amounts were insignificant for the years ending December 31, 2025, 2024 and 2023.

CNH also uses forwards and swaps to hedge certain assets and liabilities denominated in foreign currencies.

15 unchanged sentences

The total notional amount of CNH's interest rate derivatives was approximately $ 11.1 billion and $ 9.1 billion at December 31, 2025 and 2024, respectively.

As a result of the reform and replacement of specific benchmark interest rates, the Company elected to make the replacement using the optional expedient under ASC 848, which allows the change in critical terms without de-designation and the Company also elected the optional expedient to apply a spread adjustment to hedged items cash flows that resulted in no change to the cumulative basis adjustment reflected in earnings.

Financial Statement Impact of CNH Derivatives

The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges on accumulated other comprehensive income (loss) and net income during the year ended December 31, 2024, 2023 and 2022 (in millions of dollars):

The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges on "Accumulated other comprehensive loss" and "Net income" during the year ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Recognized in Net Income

For the Year Ended December 31, Gain (Loss) Recognized in Accumulated Other Comprehensive Income Classification of Gain (Loss) Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income

For the Years Ended December 31, (Gains) Loss Recognized in Accumulated Other Comprehensive Loss

Classification of Gain (Loss) (Gains) Loss Reclassified from Accumulated Other Comprehensive Loss into Income

Foreign exchange contracts $ ( 3 ) Net sales $ ( 4 )

Cost of goods sold 19

Other, net ( 4 )

Interest expense, net 28

11 unchanged sentences

Total $ ( 117 ) $ ( 27 )

The following table summarizes the activity in accumulated other comprehensive income related to the derivatives held by the Company during the years ended December 31, 2024, 2023 and 2022:

(in millions of dollars)

Before-Tax Amount Income Tax After-Tax Amount

Accumulated derivative net losses as of December 31, 2023 $ ( 19 ) $ 9 $ ( 10 )

Net changes in fair value of derivatives 86 ( 49 ) 37

Net income reclassified from accumulated other comprehensive income into income 48 ( 3 ) 45

Accumulated derivative net income as of December 31, 2024 $ 115 $ ( 43 ) $ 72

(in millions of dollars)

The following table summarizes the activity in "Accumulated other comprehensive income (loss)" related to the derivatives held by the Company during the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Before-Tax Amount Income Tax After-Tax Amount

3 unchanged sentences

Accumulated derivative net losses as of December 31, 2023 ( 19 ) 9 ( 10 )

(in millions of dollars)

Before-Tax Amount Income Tax After-Tax Amount

Accumulated derivative net losses as of December 31, 2021 $ ( 3 ) $ ( 14 ) $ ( 17 )

Impact of demerger 19 — 19

Net changes in fair value of derivatives 86 ( 49 ) 37

1 unchanged sentence

Accumulated derivative net income as of December 31, 2024 115 ( 43 ) 72

The following tables summarize the impact of the changes in the fair value of fair value hedges and derivatives not designated as hedging instruments had on earnings for the year ended December 31, 2024, 2023 and 2022:

For the Year Ended December 31,

(in millions of dollars)

Net changes in fair value of derivatives ( 32 ) 15 ( 17 )

Net loss reclassified from accumulated other comprehensive income into income

( 39 ) 11 ( 28 )

Accumulated derivative net income as of December 31, 2025 $ 44 $ ( 17 ) $ 27

Years Ended December 31,

Classification of Gain 2025 2024 2022

3 unchanged sentences

Foreign exchange contracts Other, Net $ ( 3 ) $ ( 49 ) $ ( 67 )

The fair values of CNH’s derivatives as of December 31, 2024 and 2023 in the consolidated balance sheets are recorded as follows:

December 31, 2024 December 31, 2023

(in millions of dollars)

The fair values of CNH's derivatives as of December 31, 2025 and 2024 in the Consolidated Balance Sheets are recorded as follows (in millions of dollars):

As of December 31, 2025 As of December 31, 2024

Balance Sheet Location Fair Value Balance Sheet Location Fair Value

Derivatives designated as hedging instruments

Interest rate contracts Derivative assets $ 103 Derivative assets $ 60

Foreign currency contracts Derivative assets $ 23 Derivative assets $ 44

Interest rate contracts Derivative assets 101 Derivative assets 103

Total derivative assets $ 124 $ 147

Interest rate contracts Derivative liabilities $ 58 Derivative liabilities $ 117

Foreign currency contracts Derivative liabilities $ 30 Derivative liabilities $ 51

Interest rate contracts Derivative liabilities 42 Derivative liabilities 58

Total derivative liabilities $ 72 $ 109

Derivatives not designated as hedging instruments

Interest rate contracts Derivative assets $ 22 Derivative assets $ 31

Foreign currency contracts Derivative assets $ 7 Derivative assets $ 27

Interest rate contracts Derivative assets 11 Derivative assets 22

Total derivative assets $ 18 $ 49

Interest rate contracts Derivative liabilities $ 22 Derivative liabilities $ 30

Foreign currency contracts Derivative liabilities $ 14 Derivative liabilities $ 15

Interest rate contracts Derivative liabilities 11 Derivative liabilities 22

Total derivative liabilities $ 25 $ 37

Items Measured at Fair Value on a Recurring Basis

The following tables present for each of the fair-value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2024 and 2023:

The following tables present for each of the fair-value hierarchy levels the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and 2024 (in millions of dollars):

Level 1 Level 2 Total

(in millions of dollars)

December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023

As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024

Foreign exchange derivatives $ — $ — $ 30 $ 71 $ 30 $ 71

5 unchanged sentences

Items Measured at Fair Value on a Non-Recurring Basis

During the fourth quarter of 2024 the Company recorded an intangible assets impairment of $ 11 million related to the in-process research and development.

The impairment is the result of the declining Agriculture market.

The following tables present fair value for nonrecurring Level 3 measurements from impairments as of December 31, 2024 and 2023:

During 2025, the Company recorded an intangible assets impairment of $ 172 million related to IPR&D assets.

During the period ended December 31, 2024, the Company recorded an intangible assets impairment of $ 11 million related to IPR&D.

The following tables present fair value for nonrecurring Level 3 measurements from impairments as of December 31, 2025 and 2024 (in millions of dollars):

Fair Value Losses

(in millions of dollars)

2024 2023 2024 2023

As of December 31, 2025 As of December 31, 2024 As of December 31, 2025 As of December 31, 2024

Other intangible assets $ 64 $ 173 $ 172 $ 11

The following is a description of the valuation methodologies the Company uses for non-monetary assets at fair value:

Other intangible assets, net:

The impairments are measured at the lower of the carrying amount or fair value.

The valuations were based on the relief from royalty approach.

Inputs utilized for the valuation include projected revenues, projected costs to complete, and weighted average cost of capital.

Other intangible assets, net impairments are measured at the lower of the carrying amount or fair value.

The valuation of the IPR&D asset acquired as part of the Raven acquisition was based on the relief-from-royalty method.

Inputs utilized for the valuation include projected revenues, projected costs to complete, and royalty rate.

The valuation of the IPR&D asset acquired as part of the Bennamann acquisition was based on the MPEEM Method.

Inputs utilized for the valuation include projected revenues, contributory asset charges, probability of success and discount rate.

Fair Value of Other Financial Instruments

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Financial Instruments Not Carried at Fair Value

The estimated fair market values of financial instruments not carried at fair value in the consolidated balance sheets as of December 31, 2024 and 2023 are as follows:

December 31, 2024 December 31, 2023

(in millions of dollars)

The estimated fair market values of financial instruments not carried at fair value in the Consolidated Balance Sheets as of December 31, 2025 and 2024 are as follows (in millions of dollars):

As of December 31, 2025 As of December 31, 2024

Value Carrying

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Changes in the composition of the share capital of CNH Industrial N.V.

during 2024, 2023 and 2022 are as follows:

(number of shares) Common

during 2025, 2024 and 2023 are as follows (number of shares):

Loyalty Program Special

1 unchanged sentence

Total shares at December 31, 2022 1,344,240,971 371,072,953 1,715,313,924

Capital increase 554,023 — 554,023

Common stock issued from Treasury stock

1,894,985 — 1,894,985

Common stock repurchases ( 55,198,371 ) — ( 55,198,371 )

1 unchanged sentence

Total shares at December 31, 2023 1,290,937,585 371,000,610 1,661,938,195

Capital increase 1,894,985 — 1,894,985

Common stock issued from Treasury stock

16,965,686 — 16,965,686

Common stock repurchases ( 59,879,480 ) — ( 59,879,480 )

1 unchanged sentence

Total shares at December 31, 2024 1,248,023,791 370,994,305 1,619,018,096

Capital increase 16,965,686 — 16,965,686

Common stock issued from Treasury stock

3,400,089 — 3,400,089

Common stock repurchases ( 9,359,161 ) — ( 9,359,161 )

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Shareholders are not required to pay any amount to the Company in connection with the allocation of the special voting shares.

The common shares are freely transferable, while special voting shares are transferable exclusively in limited circumstances and they are not listed on the NYSE.

The common shares are freely transferable, while special voting shares are transferable exclusively in limited circumstances and they are not listed on the New York Stock Exchange ("NYSE").

In particular, at any time, a holder of common shares that are Qualifying Common Shares who wants to transfer such common shares other than in limited specified circumstances (e.g., transfers to affiliates or relatives through succession, donation or other transfers) must request a deregistration of such Qualifying Common Shares from the Loyalty Register.

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Treasury Shares

In order to maintain the necessary operating flexibility over an adequate time period, including the implementation of the program in place, on April 13, 2022, the Annual General Meeting ("AGM") granted to the Board of Directors the authority to acquire common shares in the capital of the Company through stock exchange trading on the Euronext Milan and the NYSE or otherwise for a period of 18 months.

The program reached its conclusion on November 6, 2023.

Upon the completion of the program, on November 7, 2023, CNH's board of directors approved a new share buyback program.

Under the new program, CNH will repurchase up to $ 1 billion worth of its common shares between November 8, 2023, and March 1, 2024.

In February 2024, the Company’s Board of Directors authorized a $ 500 million share buyback program under which the Company may repurchase its common shares commencing after the maturity or exhaustion of the limit of the $ 1 billion share buyback program.

On November 7, 2023, CNH's Board of Directors approved a new share buyback program for the repurchase of up to $ 1 billion of common shares between November 8, 2023, and March 1, 2024.

In February 2024, the Company's Board of Directors authorized a $ 500 million share buyback program under which the Company may repurchase its common shares.

Under such authorization the Board's authority is limited to a maximum of up to 10 % of the issued common shares as of the date of the AGM and, in compliance with applicable rules and regulations, subject to a maximum price per common share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the NYSE (as the case may be) plus 10 % (maximum price) and to a minimum price per common share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the NYSE (as the case may be) minus 10 % (minimum price).

8 unchanged sentences

On May 12, 2025, the Company's shareholders approved a dividend of $ 0.25 per common share and totaling approximately $ 313 million.

The Company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent the Company’s equity exceeds the sum of the paid-up portion of the share capital and the reserves that must be maintained in accordance with provision of law.

The Company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent the Company's equity exceeds the sum of the paid-up portion of the share capital and the reserves that must be maintained in accordance with provisions of law.

No distribution of profits may be made to the Company itself for shares that the Company holds in its own share capital.

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At the AGM held on April 16, 2014, the Company's shareholders approved the adoption of the CNH EIP, an umbrella program defining the terms and conditions for any subsequent long-term incentive program.

The EIP allows grants of the following specific types of equity awards to any current or prospective executive director, officer, employee of, or service provider to, CNH:

The CNH EIP allows grants of the following specific types of equity awards to any current or prospective executive director, officer, employee of, or service provider to, CNH:

stock options, stock appreciation rights, restricted share units, restricted stock, performance shares or performance share units and other stock-based awards that are payable in cash, common shares or any combination thereof subject to the terms and conditions established by the Compensation Committee.

In February 2020, the Board of Directors approved the issuance of up to 50 million common shares under the EIP.

At the AGM on April 16, 2020, the Company's shareholders approved the issuance of up to 7 million common shares to executive directors under the 2021-2023 Long-Term Incentive Plan (described below) in accordance with and under the EIP.

As part of the Demerger, any awards outstanding under the CNH EIP, and held by directors, officers and other employees vesting in 2022 were accelerated in December 2021 and the related equity incentives were issued by CNH in CNH stock.

As a result of the Demerger, remaining outstanding awards vesting in 2023 and 2024 were converted to the entity the participant is employed with post spin.

As such, for Iveco Group employees, the underlying stock awards under the CNH EIP vesting in 2023 and 2024 were converted at the effective date of the Demerger, subject to its terms, to Common Shares of Iveco Group N.V.

The conversion of the CNH EIP includes appropriate adjustment mechanisms to ensure that the value of the unvested awards granted to all the beneficiaries under such plan remain unchanged pre and post demerger for employees in both the Iveco Group N.V.

and CNH Industrial N.V.

In February 2020, the Board of Directors approved the issuance of up to 50 million common shares under the CNH EIP.

Performance Share Units ("PSU")

2021-2023 Long-Term Incentive Plan

In February 2020, the Board of Directors approved the 2021-2023 Long-Term Incentive Plan under the EIP.

In December 2020, CNH issued a new grant of PSUs to its key executive officers and select employees with the financial performance goals covering a three-year period culminating with a cliff vest date of February 28, 2024.

Two internal financial metrics, Industrial ROIC (the ratio of Adjusted EBIT (after-tax) over Average Industrial Invested Capital) and Adjusted EPS (the net income (loss) excluding any nonrecurring items (after-tax), divided by the weighted average outstanding number of common shares on a fully diluted basis), weighted 50 % each, and a multiplier-based on CNH’s percentile ranking of Total Shareholder Return among a comparator group, will determine the total PSUs earned.

The internal financial metrics have a payout factor of up to 200 % and the market based TSR determinant has a payout factor of 125 %.

These metrics are considered performance vesting conditions.

As such, compensation cost will be accrued based on whether it is considered probable that the performance conditions will be satisfied.

The fair value of the PSU awards issued under this plan will be calculated by using the CNH Industrial N.V.

stock price on the grant date adjusted for the present value of future dividends that would not be received during the vesting period.

As of December 31, 2020, CNH issued 5 million PSUs.

The total number of shares that will eventually vest may vary from the original estimate due to forfeiture or the level of achievement of the performance goals.

The weighted average fair value of the awards

that were issued in 2020 was $ 10.83 per share.

The 2020 PSU awards distributed under this plan were issued on December 4, 2020 to key executive officers and select employees and on December 14, 2020 to the Chair of CNH.

During 2021, CNH issued an additional 3 million PSUs to the CEO, key executive officers and select employees.

The weighted average fair value of the awards that were issued in 2021 was $ 13.13 per share.

Effective January 1, 2022, the Iveco Group Business was separated from CNH Industrial N.V.

by way of a legal statutory demerger to Iveco Group N.V.

(the Demerger) and Iveco Group became a public listed company independent from CNH.

As part of the Demerger, any awards outstanding under the CNH Equity Incentive Plan (or “CNH EIP”), and held by directors, officers and other employees vesting in April 2022 were accelerated in December 2021 and the related equity incentives were issued by CNH in CNH stock.

Further, as a result of the Demerger, remaining outstanding awards vesting in 2023 and 2024 were converted to the entity the participant is employed with post Demerger.

and CNH Industrial N.V.

2022, 2023, and 2024 Long-Term Incentive Plan

In 2022, 2023, and 2024, the Board of Directors approved the 2022-2024 Long-Term Incentive Plan, the 2023-2025 Long-Term Incentive Plan, and the 2024-2026 Long-Term Incentive Plan respectively, under the EIP.

The 2022, 2023, and 2024 Long-Term Incentive Plans feature the same three year vesting period, two internal financial metrics, and financial multiplier as the 2021 Long-Term Incentive plan.

Additionally the two internal financial metrics and financial multiplier are calculated as specified in the 2021 Long Term Incentive plan.

However, differences between all plans exist in regards to the performance achievement threshold for both ROIC and EPS.

Furthermore, the 2022, 2023, and 2024 plans feature a smaller list of comparator group for its TSR percentile ranking when compared to the 2021 plan.

In 2023 and 2024 CNH issued 2.8 million and 9.7 million PSUs, respectively.

2023 - 2025 Long-Term Incentive Plans

The 2023, 2024, and 2025 Long-Term Incentive Plans feature a three-year vesting period, two internal financial metrics, and a financial multiplier.

Additionally the two internal financial metrics and financial multiplier are calculated.

However, differences between all plans exist in regards to the performance achievement threshold for both internal financial metrics.

In 2023, 2024 and 2025, CNH issued 2.8 million, 9.7 million, and 3.0 million PSUs, respectively.

The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture or the level of achievement of the performance goals.

The weighted-average fair value of the awards that were issued in 2023, 2024 and 2025 was $ 12.29 , $ 8.27 and $ 11.30 per share, respectively.

The fair value of the award is measured on the grant date using a Monte Carlo simulation model.

The following table reflects the activity of PSUs under the Long-Term Incentive Plans during the year ended December 31, 2025:

Year Ended December 31, 2025

Nonvested at beginning of year 6,801,539 $ 11.28

4 unchanged sentences

Restricted Share Units ("RSU")

In 2022, 2023, and 2024, CNH issued approximately 2 million, 2 million and 4 million Restricted Share Units (“RSUs”) to key executive officers and select employees with a weighted average fair value of $ 13.90 , $ 11.87 and $ 9.42 per share, respectively.

2023 - 2025 Long-Term Incentive Plans

In 2023, 2024, and 2025, CNH issued approximately 2.1 million, 3.5 million and 3.0 million RSUs, respectively, to key executive officers and selected employees.

The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture.

The weighted-average fair value of the awards that were issued in 2023, 2024, and 2025 were $ 11.87 , $ 9.42 and $ 11.68 per share, respectively.

The fair value of the award is measured using the CNH Industrial N.V.

1 unchanged sentence

The RSUs vest upon a time-based service requirement.

2021-2023 Long-Term Incentive Plan

On December 4, 2020, CNH issued two separate RSU grants to key executive officers and select employees.

Under the first RSU grant, 1.1 million RSUs were awarded to select employees with a weighted average fair value of $ 11.43 .

These awards vested on December 31, 2020.

Under the second RSU grant, 3.3 million RSUs were awarded to select employees and were set to vest in three equal installments over a three-year period.

The first tranche, which consisted of 1.1 million RSUs, was set to vest on April 30, 2022.

The second and third tranches were set to vest on April 30, 2023, and April 30, 2024, respectively.

The weighted average fair value for the December 2020 three tranche award group are $ 11.23 , $ 11.02 , and $ 10.82 , respectively.

On December 14, 2020, CNH issued 120 thousand RSUs to the Chair of CNH, of which 17 thousand vested on December 31, 2020.

The weighted average fair value for these awards is $ 10.96 .

The remaining 103 thousand RSUs vested in three equal installments on April 30, 2022, 2023, and 2024 respectively.

The fair value for these awards was $ 10.76 , $ 10.55 and $ 10.35 , respectively.

During 2021, CNH issued an additional 1.5 million RSUs to the CEO, key executive officers and select employees.

Of the awards that were issued, 1.2 million are set to vest in three equal installments over a three-year period.

The first tranche, which consists of

0.4 million RSUs, were set to vest on April 31, 2022.

The second and third tranches were set to vest on April 30, 2023, and April 30, 2024, respectively.

The weighted average fair value of these awards are $ 14.04 per share for the first tranche, $ 13.84 per share for the second tranche, and $ 13.66 per share for the third tranche.

The remaining awards issued in 2021 had a cumulative weighted average fair value of $ 16.73 .

In 2021, CNH, in anticipation of the Demerger, accelerated the vesting of awards with a vest date of April 30, 2022 to December 1, 2021, excluding shares awarded to the CEO and Chairperson.

As a result, CNH recorded $ 5 million of expense due to the acceleration of these awards.

The weighted average fair value of the shares vested during 2021 was $ 11.75 per share.

2022-2024 Long-Term Incentive Plan

In 2023 and 2024 CNH issued 2.1 million and 3.5 million RSUs.

The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture or the level of achievement of the performance goals.

The weighted average fair value of the awards that were issued in 2023 and 2024 were $ 11.87 and $ 9.42 per share.

The following table reflects the activity of RSUs under the Long-Term Incentive Plans during the year ended December 31, 2025:

Year Ended December 31, 2025

Nonvested at beginning of year 6,204,373 $ 10.88

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Additional Share-Based Compensation Information

The table below provides additional share-based compensation information for the years ended December 31, 2024, 2023 and 2022:

(in millions of dollars) 2024 2023 2022

The table below provides additional share-based compensation information for the years ended December 31, 2025, 2024 and 2023 (in millions of dollars):

Years Ended December 31,

2025 2024 2023

Total intrinsic value of options exercised and shares vested $ 41 $ 203 $ 52

1 unchanged sentence

Earnings per Share

The Company’s basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period.

The Company's basic EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period.

Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock.

The effect of dilutive securities is calculated using the treasury stock method.

The following table sets forth the computation of basic EPS and diluted EPS for the years ended December 31, 2024, 2023 and 2022:

(in millions of dollars, except per share data)

The following table sets forth the computation of basic and diluted EPS for the years ended December 31, 2025, 2024 and 2023 (in millions of dollars, except per share data):

Years Ended December 31,

2025 2024 2023

Net income (loss) attributable to CNH Industrial N.V.

Basic EPS attributable to common shareholders

Net income attributable to CNH Industrial N.V.

$ 510 $ 1,246 $ 2,275

Basic earnings (loss) per share attributable to common shareholders:

Weighted-average common shares outstanding—basic

Basic earnings (loss) per share $ 0.99 $ 1.71 $ 1.50

Net income (loss) attributable to CNH Industrial N.V.

1,248 1,254 1,332

Basic earnings per share

$ 0.41 $ 0.99 $ 1.71

Diluted EPS attributable to common shareholders

Weighted-average common shares outstanding—basic

1,248 1,254 1,332

Dilutive effect of stock compensation plans 3 6 18

1 unchanged sentence

1,251 1,260 1,350

Diluted earnings (loss) per share $ 0.99 $ 1.69 $ 1.49

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

(2) For the years ended December 31, 2024 and 2023, no shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

For the year ended December 31, 2022, 0.50 million shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

Diluted earnings per share

$ 0.41 $ 0.99 $ 1.69

(1) For the years ended December 31, 2025, 2024 and 2023, no shares were excluded from the computation of diluted EPS due to an anti-dilutive impact.

Accumulated Other Comprehensive Income (Loss)

The Company’s share of comprehensive income (loss) includes net income plus other comprehensive income, which includes changes in fair value of certain derivatives designated as cash flow hedges, certain changes in pension and other retirement benefit plans, foreign currency translation gains and losses, changes in the fair value of available-for-sale securities, the Company’s share of other comprehensive income of entities accounted for using the equity method, and reclassifications for amounts included in net income less net income and other comprehensive income attributable to the noncontrolling interest.

The Company's share of comprehensive loss includes net income plus other comprehensive loss, which includes changes in fair value of certain derivatives designated as cash flow hedges, certain changes in pension and other retirement benefit plans, foreign currency translation gains and losses, changes in the fair value of available-for-sale securities, the Company's share of other comprehensive loss of entities accounted for using the equity method, and reclassifications for amounts included in net income less net income and other comprehensive loss attributable to the noncontrolling interest.

For more information on the Company's derivative instruments, see "Note 16:

2 unchanged sentences

Employee Benefit Plans and Postretirement Benefits".

The Company’s other comprehensive income (loss) amounts are aggregated within accumulated other comprehensive income (loss).

The tax effect for each component of other comprehensive income (loss) consisted of the following:

The Company's other comprehensive loss amounts are aggregated within accumulated other comprehensive loss.

The tax effect for each component of other comprehensive income consisted of the following (in millions of dollars):

Year Ended December 31, 2025

(in millions of dollars)

Unrealized gain (loss) on cash flow hedges $ 134 $ ( 52 ) $ 82

Unrealized loss on cash flow hedges

$ ( 71 ) $ 26 $ ( 45 )

Changes in retirement plans' funded status 36 ( 3 ) 33

Foreign currency translation ( 61 ) — ( 61 )

Share of other comprehensive loss of entities using the equity method ( 28 ) — ( 28 )

Other comprehensive income (loss) $ ( 287 ) $ ( 64 ) $ ( 351 )

Share of other comprehensive income of entities using the equity method

Other comprehensive loss

$ ( 73 ) $ 23 $ ( 50 )

Year Ended December 31, 2024

(in millions of dollars)

Unrealized gain (loss) on cash flow hedges $ ( 90 ) $ 34 $ ( 56 )

Unrealized gain on cash flow hedges

$ 134 $ ( 52 ) $ 82

Changes in retirement plans' funded status 15 ( 12 ) 3

1 unchanged sentence

Share of other comprehensive loss of entities using the equity method ( 28 ) — ( 28 )

Other comprehensive income (loss) $ ( 136 ) $ 55 $ ( 81 )

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

Other comprehensive loss

$ ( 287 ) $ ( 64 ) $ ( 351 )

Year Ended December 31, 2023

(in millions of dollars)

Unrealized gain (loss) on cash flow hedges $ 56 $ ( 12 ) $ 44

Unrealized loss on cash flow hedges

$ ( 90 ) $ 34 $ ( 56 )

Changes in retirement plans' funded status ( 87 ) 21 ( 66 )

Foreign currency translation 40 — 40

Share of other comprehensive loss of entities using the equity method ( 25 ) — ( 25 )

Other comprehensive income (loss) $ 218 $ — $ 218

The changes, net of tax, in each component of accumulated other comprehensive income (loss) consisted of the following:

(in millions of dollars)

Share of other comprehensive income of entities using the equity method 1 — 1

Other comprehensive loss

$ ( 136 ) $ 55 $ ( 81 )

The changes, net of tax, in each component of "Accumulated other comprehensive income (loss)" consisted of the following (in millions of dollars):

Gain (Loss) on

2 unchanged sentences

Comprehensive

Income (loss) of

Entities Using

Balance, December 31, 2021 $ ( 17 ) $ ( 559 ) $ ( 1,643 ) $ ( 226 ) $ ( 2,445 )

Demerger of Iveco Group 19 233 ( 316 ) 12 ( 52 )

Balance, January 1, 2022 2 ( 326 ) ( 1,959 ) ( 214 ) ( 2,497 )

Balance at December 31, 2022 $ 46 $ ( 285 ) $ ( 1,800 ) $ ( 239 ) $ ( 2,278 )

Other comprehensive income (loss), before reclassifications

( 80 ) ( 54 ) 37 1 ( 96 )

Amounts reclassified from other comprehensive income 24 ( 12 ) — — 12

1 unchanged sentence

( 56 ) ( 66 ) 37 1 ( 84 )

Balance, December 31, 2022 46 ( 285 ) ( 1,800 ) ( 239 ) ( 2,278 )

Balance at December 31, 2023 ( 10 ) ( 351 ) ( 1,763 ) ( 238 ) ( 2,362 )

Other comprehensive income (loss), before reclassifications 37 7 ( 407 ) ( 28 ) ( 391 )

( 80 ) ( 54 ) 37 1 ( 96 )

Amounts reclassified from other comprehensive income 45 ( 4 ) — — 41

1 unchanged sentence

82 3 ( 407 ) ( 28 ) ( 350 )

Balance, December 31, 2023 ( 10 ) ( 351 ) ( 1,763 ) ( 238 ) ( 2,362 )

Balance at December 31, 2024 72 ( 348 ) ( 2,170 ) ( 266 ) ( 2,712 )

Other comprehensive income (loss), before reclassifications ( 17 ) 45 ( 66 ) 23 ( 15 )

2 unchanged sentences

( 45 ) 33 ( 66 ) 23 ( 55 )

Balance, December 31, 2024 $ 72 $ ( 348 ) $ ( 2,170 ) $ ( 266 ) $ ( 2,712 )

Balance at December 31, 2025 $ 27 $ ( 315 ) $ ( 2,236 ) $ ( 243 ) $ ( 2,767 )

(1) Excluded from the table above is other comprehensive (income) loss allocated to noncontrolling interests of $ 5 million, $( 1 ) million and $ 3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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

Significant amounts reclassified out of each component of accumulated other comprehensive income (loss) at December 31, 2024 and 2023 consisted of the following:

Significant amounts reclassified out of each component of "Accumulated other comprehensive income (loss)" at December 31, 2025 and 2024 consisted of the following (in millions of dollars):

Amount Reclassified from Other

2 unchanged sentences

of Operations line

(in millions of dollars)

Year Ended December 31, 2025 Year Ended December 31, 2024

Cash flow hedges $ 4 $ 9 Net sales

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Amortization of actuarial losses 20 19 (1)

Amortization of prior service cost ( 24 ) ( 36 ) (1)

Amortization of prior service credit

( 27 ) ( 24 ) (1)

Curtailment of prior service credit

1 1 Income taxes

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The operating segments through which the Company manages its operations are reflected in the internal reporting used by the Company's Chief Operating Decision Maker ("CODM") to assess performance and make decisions about resource allocation.

The Company’s Chief Operating Decision Makers (“CODM”) has been identified as the Chief Executive Officer (“CEO”).

The CODM has been identified as the Chief Executive Officer ("CEO").

The CEO is charged with the management of CNH, reviews operating performance of the segments and makes decisions on certain operational matters.

The CEO, supported by the Global Leadership Team ("GLT"), presents to the Board of Directors the Company's operating results, updated strategic business plans, and long-term value creation strategies as well as top short-term and mid-term operational and strategic risks.

The presentations to the Board of Directors allows management to articulate their strategies for the achievement of their business objectives and mitigation of risks and permits the Board of Directors to give feedback on management’s plans.

The presentations to the Board of Directors allow management to articulate their strategies for the achievement of their business objectives and mitigation of risks and permits the Board of Directors to give feedback on management's plans.

The segments are organized based on products and services provided by the Company.

CNH has three operating segments, that meet the criteria of reportable segments:

Agriculture designs, manufactures and distributes a full line of farm machinery and implements, including two-wheel and four-wheel drive tractors, crawler tractors, combines, grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and cultivation implements, and material handling equipment.

Agricultural equipment is sold under the New Holland Agriculture and Case IH brands.

Regionally focused brands include:

STEYR, for agricultural tractors;

Flexi-Coil specializing in tillage and seeding systems;

Miller manufacturing application equipment.

The Raven brand supports Precision Agriculture, digital technology and the development of autonomous systems.

Hemisphere, acquired in 2023, provides high-performance satellite positioning technology for the agriculture and construction industries.

Construction 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.

Construction equipment is sold under the CASE Construction Equipment, New Holland Construction and Eurocomach brands.

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.

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

Furthermore, Financial Services provides trade receivables factoring services to CNH subsidiaries.

The European Financial Services operations are supported by the Iveco Group's Financial Services segment.

Financial Services also provides financial products and services to dealers and end customers of Iveco Group companies in the North America, South America and Asia Pacific regions.

The segment is referred to commercially as CNH Capital - the captive financial provider for the CNH family of brands, specializing in agricultural and construction equipment.

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

Agriculture, Construction and Financial Services.

Revenues for each reported segment are those directly generated by or attributable to the segment as a result of the respective business activities and include revenues from transactions with third parties as well as those deriving from transactions with other segments, recognized at normal market prices.

Segment expenses represent costs arising from each segment’s business activities with both third

parties and other operating segments.

Segment expenses represent costs arising from each segment's business activities with both third parties and other operating segments.

These expenses are either directly attributable to the segment or allocated to it using recognized allocation bases, reflecting the amount of expenses that would be required if the segment operated autonomously from the larger group.

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The Company believes Adjusted EBIT more fully reflects Agriculture and Construction segments' profitability.

Adjusted EBIT of the Agriculture and Construction segments is defined as net income (loss) before income taxes, Financial Services' results, Industrial Activities’ interest expenses (net), foreign exchange gains/losses, finance and non-service component of pension and other post-employment benefit costs, restructuring expenses, and certain non-recurring and unallocated items.

In particular, non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of on-going operational activities.

Adjusted EBIT of the Agriculture and Construction segments is defined as net income (loss) before income taxes, Financial Services' results, Industrial Activities' segments interest expenses (net), foreign exchange gains/losses, finance and non-service component of pension and other postemployment benefit costs, restructuring expenses, and certain non-recurring and unallocated items.

In particular, non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.

With reference to Financial Services, the Company revised the performance metric used to assess the segment's performance in 2024 from Net Income to Income before income taxes.

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The CODM also uses Adjusted EBIT for Agriculture and Construction and Income before income taxes of Financial Services to evaluate any pricing strategy, to assess and compare the performance of each segment and to determine compensation of certain employees.

The following table includes reported segment revenue and income, significant segment expenses and other segment items considered in the calculation of both Adjusted EBIT for Industrial Activities' and Income before income taxes for Financial Services.

Years Ended December 31, 2024

(in millions of dollars)

Agriculture (1)

Construction Financial Services (2)

The following table includes reported segment revenue and income, significant segment expenses and other segment items considered in the calculation of both Adjusted EBIT for Industrial Activities and Income before income taxes for Financial Services (in millions of dollars):

Year Ended December 31, 2025

Agriculture Construction Financial Services (1)

Net sales $ 12,390 $ 2,956 $ —

Finance, interest income (Financial Services) — — 2,774

Finance, interest and other income (Financial Services) — — 2,720

Total Revenues 12,390 2,956 2,720

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Adjusted EBIT [A]

1,470 169 n/a

Income before income taxes [B]

Segment Profit/(loss) [C=A+B]

Interest Income/(expenses), net (excluding Financial Services) $ ( 152 )

Interest expenses, net (excluding Financial Services)

Restructuring expenses (Industrial Activities) ( 23 )

Foreign exchange (gains) losses, net (Agriculture & Construction) ( 15 )

Finance and non-service component of Pension and other post employment benefit costs (Agriculture & Construction) (4)

Foreign exchange gains, net (Industrial Activities)

Finance and non-service component of Pension and other postemployment benefit costs (Agriculture & Construction) (3)

Unallocated amounts (4)

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Net income $ 505

Years Ended December 31, 2023

(in millions of dollars)

Year Ended December 31, 2024

Agriculture Construction Financial Services (1)

Net sales $ 14,007 $ 3,053 $ —

Finance, interest income — — 2,573

Finance, interest and other income — — 2,774

Total Revenues 14,007 3,053 2,774

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Segment Profit/(loss) [C=A+B]

Interest Income/(expenses), net (excluding Financial Services) $ ( 76 )

Interest expenses, net (excluding Financial Services)

Restructuring expenses (Agriculture & Construction) ( 117 )

Foreign exchange (gains) losses, net (Agriculture & Construction) ( 105 )

Finance and non-service component of Pension and other post employment benefit costs (Agriculture & Construction) (4)

Foreign exchange gains, net (Industrial Activities)

Finance and non-service component of Pension and other postemployment benefit costs (Agriculture & Construction) (3)

Unallocated amounts (4)

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Net income $ 1,259

Years Ended December 31, 2022

(in millions of dollars)

Agriculture Construction Financial Services (2)

$ 17,969 $ 3,572 $ —

Finance, interest income — — 1,996

Year Ended December 31, 2023

Construction Financial Services (1)

Net sales $ 18,148 $ 3,932 $ —

Finance, interest and other income — — 2,573

Total Revenues 18,148 3,932 2,573

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Interest expense (Financial Services) — — ( 1,235 )

Restructuring expenses (Financial Services) — — ( 2 )

Other, net (Financial Services) — — ( 629 )

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Segment Profit/(loss) [C=A+B]

Interest Income/(expenses), net (excluding Financial Services) $ ( 119 )

Interest expenses, net (excluding Financial Services)

Restructuring expenses (Agriculture & Construction) ( 65 )

Foreign exchange (gains) losses, net (Agriculture & Construction) ( 59 )

Finance and non-service component of Pension and other post employment benefit costs (Agriculture & Construction) (4)

Foreign exchange gains, net (Agriculture & Construction)

Finance and non-service component of Pension and other postemployment benefit costs (Agriculture & Construction) (3)

Unallocated amounts (4)

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Net income $ 2,287

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

(1) For Financial Services, the CODM uses Income before income taxes as the measure to allocate resources and assess segment performance.

Interest income and interest expenses are presented as significant segment items considered in the calculation of net income.

(3) Unallocated amounts includes certain corporate costs and other operating expenses and incomes not allocated to segments' results.

(4) In the years ended December 31, 2024, 2023 and 2022, this item includes an annual pre-tax gain of $ 24 million, respectively as a result of the amortization over 4 years of the $ 101 million positive impact from the 2021 modifications of a healthcare plan in the U.S.

In the years ended December 31, 2022, this item includes the pre-tax gain of $ 90 million as a result of the amortization over approximately 4.5 years of the $ 527 million positive impact from 2018 modification of a healthcare plan in the U.S.

(2) In the years ended December 31, 2025, 2024, and 2023, this item included risk costs for the Financial Services segment of $ 313 million, $ 204 million and $ 80 million, respectively.

(3) In the year ended December 31, 2025, this item included an annual pre-tax gain of $ 21 million and $ 24 million for the years ended December 31, 2024 and 2023, as a result of the amortization over 4 years of the $ 101 million positive impact from the 2021 modifications of a healthcare plan in the U.S.

(4) Unallocated amounts include certain corporate costs and other operating expenses and incomes not allocated to segments' results.

(5) In the year ended December 31, 2025, this item includes a $ 172 million non-cash impairment charge related to IPR&D acquired as part of the Raven and Bennamann acquisitions, $ 62 million for non-cash impairment of investment in Monarch Tractors and other minority holdings and a $ 10 million inventory write-down for the New Holland T6.180 Methane Power Tractor.

In the year ended December 31, 2024, this item includes a loss of $ 17 million on the sale of certain non-core product lines and a gain of $ 14 million for investment fair value adjustments.

In the year ended December 31, 2023, this item includes a loss of $ 23 million on the sale of the CNH Industrial Russia and CNH Capital Russia businesses, partially offset by a gain of $ 13 million for the fair value remeasurement of Augmenta and Bennamann.

In the year ended December 31, 2022, this item included $ 43 million of asset write-downs, $ 25 million of separation costs incurred in a connection with our spin-off of the Iveco Group Business and $ 22 million of costs related to the activity of the Raven segments held for sale, including the loss on the sale of the Engineered Films and Aerostar divisions, partially offset by a $ 65 million dollar gain on the sale of our Canada parts depot.

(6) In the years ended December 31, 2024, 2023 and 2022, this item included risk costs for the Financial Services segment of $ 204 million, $ 80 million and $ 72 million, respectively.

There are no segment assets reported to the CODM for assessing performance and allocating resources.

However, the CODM reviews expenditures for long-lived assets by operating segment, therefore, this information is presented below as well.

A summary of additional operating segment information for the years ended December 31, 2024, 2023 and 2022 is as follows:

A summary of additional operating segment information for the years ended December 31, 2025, 2024 and 2023 is as follows (in millions of dollars):

Years Ended December 31,

(in millions of dollars)

2025 2024 2023

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Total Expenditures for long-lived assets $ 543 $ 536 $ 644

(1) Excluding equipment on operating leases.

(2) Excluding equipment on operating leases and right-of-use assets.

A summary of additional operating segment information as of December 31, 2025 and 2024 is as follows (in millions of dollars):

As of December 31,

Agriculture $ 3,635 $ 3,730

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Total Equity Method Investments $ 401 $ 403

(1) Excluding equipment on operating leases.

(2) Excluding equipment on operating leases and right-of-use assets.

Geographic Information

CNH has its principal office in London, England, U.K.

CNH has its principal office in Basildon, England, U.K.

Revenues earned in the U.K.

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Revenues earned in the rest of the world from external customers were $ 17,702 million, $ 19,477 million and $ 24,139 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following highlights revenues earned from external customers in the rest of the world by destination:

(in millions of dollars)

The following highlights revenues earned from external customers in the rest of the world by destination (in millions of dollars):

Years Ended December 31,

2025 2024 2023

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Total Revenues from external customers in the rest of world $ 17,702 $ 19,477 $ 24,139

For the years ended December 31, 2025, 2024 and 2023, no single external customer of CNH accounted for 10 percent or more of consolidated revenues.

Total long-lived tangible and intangible assets located in the U.K.

were $ 288 million and $ 324 million at December 31, 2025, and 2024, respectively, and the total of such assets located in the rest of the world totaled $ 8,187 million and $ 7,883 million at December 31, 2025 and 2024, respectively.

The following highlights long-lived tangible and intangible assets by geography in the rest of the world:

At December 31,

(in millions of dollars)

The following highlights long-lived tangible and intangible assets by geography in the rest of the world (in millions of dollars):

As of December 31,

United States $ 5,869 $ 5,795

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Total Long-lived assets in the rest of the world $ 8,187 $ 7,883

In 2024, 2023 and 2022, no single external customer of CNH accounted for 10 percent or more of consolidated revenues.

Related Party Information

As of December 31, 2025 and 2024 CNH's related parties were primarily EXOR N.V.

and the companies that EXOR N.V.

controlled or had a significant influence over, including Stellantis N.V.

(formerly Fiat Chrysler Automobiles N.V.

which, effective January 16, 2021, merged with Peugeot S.A.

by means of a cross-border legal merger) and its subsidiaries and affiliates ("Stellantis") and Iveco Group N.V.

which effective January 1, 2022 separated from CNH Industrial N.V.

("Exor") and the companies that EXOR N.V.

controlled or had a significant influence over, including Stellantis N.V., ("Stellantis"), Ferrari N.V., ("Ferrari") and Iveco Group N.V., ("Iveco"), which effective January 1, 2022 separated from CNH Industrial N.V.

by way of a demerger under Dutch law and became a public listed company independent from CNH.

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held 45.5 % of CNH's voting power and had the ability to significantly influence the decisions submitted to a vote of CNH's shareholders, including approval of annual dividends, the election and removal of directors, mergers or other business combinations, the acquisition or disposition of assets, and issuances of equity and the incurrence of indebtedness.

The percentage above has been calculated as the ratio of (i) the aggregate number of common shares and special voting shares owned by EXOR N.V.

to (ii) the aggregate number of outstanding common shares and special voting shares of CNH as of December 31, 2024.

In addition, CNH engages in transactions with its unconsolidated subsidiaries and affiliates over which CNH has a significant influence or joint control.

The percentage above has been calculated as the ratio of (i) the aggregate number of

common shares and special voting shares owned by EXOR to (ii) the aggregate number of outstanding common shares and special voting shares of CNH as of December 31, 2025.

In addition, CNH engages in transactions with its unconsolidated affiliates over which CNH has a significant influence or joint control.

The Company's Audit Committee reviews and, if appropriate, evaluates all significant related party transactions.

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and its Subsidiaries and Affiliates

is an investment holding company in Europe.

As of December 31, 2024, 2023, and 2022, among other things, EXOR N.V.

managed a portfolio that includes investments in CNH, Stellantis, Iveco Group and Ferrari.

EXOR is an investment holding company in Europe.

As of December 31, 2025, 2024, and 2023, among other things, EXOR managed a portfolio that includes investments in CNH, Stellantis, Iveco Group and Ferrari.

CNH did not enter into any significant transactions with EXOR N.V.

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Additionally, concurrent with the Demerger, the Companies entered into arms-length services contracts in relation to general administrative and specific technical matters, provided by either CNH to Iveco Group and vice versa as follows:

Master Service Agreements :

CNH and Iveco Group entered into a two-year Master Services Agreement (“MSA”) whereby each Party (and its subsidiaries) may provide services to the other (and its subsidiaries).

Master Service Agreement :

CNH and Iveco Group entered into a two-year Master Services Agreement ("MSA"), with a two-year extension implemented, whereby each Party (and its subsidiaries) may provide services to the other (and its subsidiaries).

Services provided under the MSA relate mainly to lease of premises and depots and IT services.

Revenues from services provided under the MSA are presented as Finance, interest and other income on the Statement of Operations.

Revenues from services provided under the MSA are presented as "Finance, interest and other income" on the Consolidated Statements of Operations.

Engine Supply Agreement :

in relation to the design and supply of off-road engines from Iveco Group to CNH post-Demerger, Iveco Group and CNH entered into a ten-year Engine Supply Agreement (“ESA”) whereby Iveco Group will sell to CNH post-Demerger diesel, CNG and LNG engines and provide post-sale services.

Costs related to engines purchased through this agreement are presented as Cost of goods sold on the Statement of Operations.

In relation to the design and supply of off-road engines from Iveco Group to CNH post-Demerger, Iveco Group and CNH entered into a ten-year Engine Supply Agreement ("ESA") whereby Iveco Group will sell to CNH post-Demerger diesel, compressed natural gas ("CNG") and liquid natural gas ("LNG") engines and provide post-sale services.

Costs related to engines purchased through this agreement are presented as "Cost of goods sold" on the Consolidated Statements of Operations.

Financial Service Agreement :

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Services provided under the FS MSA relate mainly to wholesale and retail financing activities to suppliers, distribution network and customers.

Revenues from services provided under the FS MSA are presented as Finance, interest and other income on the Statement of Operations.

The following table sets forth the related party transactions entered into with Iveco Group post-Demerger for the time period presented:

(in millions of dollars)

Revenues from services provided under the FS MSA are presented as "Finance, interest and other income" on the Consolidated Statements of Operations.

The following table sets forth the related party transactions entered into with Iveco Group post-Demerger for the time period presented (in millions of dollars):

Years Ended December 31,

2025 2024 2023

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Purchases $ 681 $ 747 $ 1,042

Selling, general and administrative expenses $ — $ — $ —

(in millions of dollars)

December 31, 2024 December 31, 2023

As of December 31,

Trade receivables $ 32 $ 24

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Financial payables to Iveco Group N.V.

Transactions with Unconsolidated Subsidiaries and Affiliates

CNH sells agricultural and construction equipment and provides technical services to unconsolidated subsidiaries and affiliates such as CNH de Mexico S.A.

Transactions with Unconsolidated Affiliates

CNH sells agricultural and construction equipment and provides technical services to unconsolidated affiliates such as CNH de Mexico S.A.

de C.V., TürkTraktör and New Holland HFT Japan Inc.

CNH also purchases equipment from unconsolidated subsidiaries and affiliates, such as TürkTraktör.

The following table sets forth the related party transaction entered into for the time period presented:

(in millions of dollars)

CNH also purchases equipment from unconsolidated affiliates, such as TürkTraktör.

The following table sets forth the related party transactions entered into for the time period presented (in millions of dollars):

Years Ended December 31,

2025 2024 2023

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Purchases $ 430 $ 420 $ 508

(in millions of dollars)

December 31, 2024 December 31, 2023

As of December 31,

Trade receivables $ 6 $ 3

Trade payables $ 42 $ 53

At December 31, 2024 and 2023, CNH had pledged guarantees and commitments on the debt or commitments of third parties and performance guarantees in the interest of its associated company for an amount of $ 53 million and $ 37 million, respectively, related to CNH Industrial Capital Europe S.a.S.

Immaterial Revision of Prior Period Financial Statements

In the third quarter of the year ended December 31, 2024, the Company corrected the accounting treatment for highly inflationary accounting related to its unconsolidated subsidiary in Türkiye, TürkTraktör.

Refer to Note 1 for additional information.

While the prior period amounts have been revised, as set forth below for comparability, the impact of the correction in these prior periods is not material to the consolidated financial statements of the Company in any of the impacted periods.

The prior period impacts on the Company’s Consolidated Statements of Operations were as shown below.

Year Ended December 31, 2023

(in millions of dollars and shares, except per share amounts) Previously Reported Revision Impacts As

Income (loss) of Consolidated Group before Income Taxes $ 2,703 $ — $ 2,703

Income tax expense ( 594 ) — ( 594 )

Equity in income of unconsolidated subsidiaries and affiliates 274 ( 96 ) 178

Net income (loss) 2,383 ( 96 ) 2,287

Net income (loss) attributable to noncontrolling interests 12 — 12

Net income (loss) attributable to CNH Industrial N.V.

$ 2,371 $ ( 96 ) $ 2,275

Earnings per share attributable to common shareholders

Basic $ 1.78 $ ( 0.07 ) $ 1.71

Diluted $ 1.76 $ ( 0.07 ) $ 1.69

Weighted average shares outstanding

Basic 1,332 — 1,332

Diluted 1,350 — 1,350

The prior period impacts to the Company's Consolidated Statements of Comprehensive income were as shown below.

Year Ended December 31, 2023

(in millions of dollars) Previously Reported Revision Impacts As

Net income (loss) $ 2,383 $ ( 96 ) $ 2,287

Other comprehensive income (loss), net of tax

Share of other comprehensive income (loss) of entities using the equity method ( 11 ) 12 1

Other comprehensive loss, net of tax ( 93 ) 12 ( 81 )

Comprehensive income (loss) 2,290 ( 84 ) 2,206

Comprehensive income (loss) attributable to noncontrolling interests 15 — 15

Comprehensive income (loss) attributable to CNH Industrial N.V.

$ 2,275 $ ( 84 ) $ 2,191

The prior period impacts to the Company's Consolidated Balance Sheet were as shown below.

December 31, 2023

(in millions of dollars) Previously Reported Revision Impacts As

Investments in unconsolidated subsidiaries and affiliates 563 ( 84 ) 479

Total Assets $ 46,351 $ ( 84 ) $ 46,267

Liabilities and Equity

Total Liabilities 38,117 — 38,117

Redeemable equity 54 — 54

Retained earnings 9,750 ( 96 ) 9,654

Accumulated other comprehensive income (loss) ( 2,374 ) 12 ( 2,362 )

Total Equity 8,180 ( 84 ) 8,096

Total Liabilities and Equity $ 46,351 $ ( 84 ) $ 46,267

The prior period impacts to the Company's Consolidated Statement of Cash Flows were as follows:

Year Ended December 31, 2023

(in millions of dollars) Previously Reported Revision Impacts As

Cash Flows from Operating Activities

Net Income (loss) $ 2,383 $ ( 96 ) $ 2,287

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

Undistributed income of unconsolidated subsidiaries ( 211 ) 96 ( 115 )

Net cash provided (used) by operating activities 907 — 907

At December 31, 2025 and 2024, CNH had pledged guarantees and commitments on the debt or commitments of third parties and performance guarantees in the interest of its associated company for the amounts of $ 118 million and $ 53 million, respectively, related to CNH Industrial Capital Europe S.a.S.

Subsequent Events

On January 8, 2026 CNH Industrial Capital LLC completed its notes offering of $ 500 million in aggregate principal amount of 4.375 % notes due March 7, 2031, with an issue price of 99.086 %.

On January 15, 2026 CNH Industrial Capital LLC repaid its $ 500 million note on maturity.

On January 28, 2026, CNH Industrial Capital LLC, through a bankruptcy-remote trust, issued $ 1.2 billion of amortizing asset-backed notes secured by U.S.

retail receivables.

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 9A. Controls and Procedures