8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 23, 2022

CNH INDUSTRIAL N.V.

(Exact name of registrant as specified in its charter)

Netherlands	001-36085	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25 St. James’s Street, London, SW1A 1HA, United Kingdom	N/A
(Address of principal executive offices)	(Zip Code)

+44 2079 251964

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value €0.01	CNHI	New York Stock Exchange 1
4.50% Notes due 2023	CNHI23	New York Stock Exchange
3.850% Notes due 2027	CNHI27	New York Stock Exchange

¹   In addition to the New York Stock Exchange, CNHI common shares are listed on the Euronext Milan, the regulated market of Borsa Italiana, in Italy.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

(a) On November 23, 2022, CNH Industrial N.V. issued a press release providing an update on share repurchases under its $50 million share buyback in the framework of its $300 million common share buyback program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(b) On November 30, 2022, CNH Industrial N.V. issued a press release announcing the appointment of Richard Miller as Senior Vice President of Internal Audit. Mr. Miller takes over from Carlo De Bernardi who has elected to retire after 38 years of service. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1	Press release, dated November 23, 2022, titled: “CNH Industrial: Periodic Report on the Buyback Program”
Exhibit 99.2	Press release, dated November 30, 2022, titled: “CNH Industrial announces Senior Leadership Team change”
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CNH INDUSTRIAL N.V.
	By:	/s/ Roberto Russo
	Name:	Roberto Russo
	Title:	Chief Legal and Compliance Officer
Date: November 30, 2022

EX-99.1

Exhibit 99.1

CNH Industrial N.V.

25 St. James’s Street

London, SW1A 1HA

United Kingdom

CNH Industrial: Periodic Report on the Buyback Program

London, November 23, 2022

CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) announces that under a first tranche of its $50 million share buyback (the “Tranche”) in the framework of its $300 million common share buyback program, the Company completed transactions in the period November 14, 2022 to November 17, 2022 reported in aggregate, based on automatic orders placed with the Company’s broker (who has made its trading decisions as to the timing of the purchases independently of the Company and on the basis of instructions given before the commencement of the Company’s closed period under the applicable regulations) as set forth in the table below.

After the purchases announced today and considering those previously executed under the Tranche, the total invested amount is approximately €50,624,563.63 ($49,999,988.36) for a total amount of 4,103,922 common shares purchased.

Date	Number of common shares purchased		Average price per share excluding fees (€)		Consideration excluding fees (€)		Consideration (*) excluding fees ($)
November 15, 2022		52,382		14.4980		759,434.24		790,115.38
November 16, 2022		191,761		14.4827		2,777,217.03		2,891,638.38
November 17, 2022		154,119		14.4606		2,228,653.21		2,299,747.25
		398,262		—		5,765,304.48		5,981,501.00

(*) All translations determined from Euro to US Dollar at the exchange rate reported by the European Central Bank on the date of each purchase.

As of November 18, 2022, the Company held 20,226,377 common shares, net of the common shares already delivered to fulfill its obligations arising from equity incentive plans.

Details of the transactions described in the table above, including the regulated markets where the purchases were made, are available on the Company’s corporate website under the Buyback Programs section at the following address: bit.ly/CNHI_Buyback.

CNH Industrial (NYSE: CNHI / MI: CNHI) is a world-class equipment and services company. Driven by its purpose of Breaking New Ground, which centers on Innovation, Sustainability and Productivity, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its global and regional Brands. Globally, Case IH and New Holland Agriculture supply 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment deliver a full lineup of construction products that make the industry more productive. The Company’s regionally focused Brands include: STEYR, for agricultural tractors; Raven, a leader in digital agriculture, precision technology and the development of autonomous systems; Flexi-Coil, specializing in tillage and seeding systems; Miller, manufacturing application equipment; Kongskilde, providing tillage, seeding and hay & forage implements; and Eurocomach, producing a wide range of mini and midi excavators for the construction sector, including electric solutions.

Across a history spanning over two centuries, CNH Industrial has always been a pioneer in its sectors and continues to passionately innovate and drive customer efficiency and success. As a truly global company, CNH Industrial’s 37,000+ employees form part of a diverse and inclusive workplace, focused on empowering customers to grow, and build, a better world.

For more information and the latest financial and sustainability reports visit: cnhindustrial.com

For news from CNH Industrial and its Brands visit: media.cnhindustrial.com

Contacts:

Media Relations

Email: mediarelations@cnhind.com

Investor Relations

Email: investor.relations@cnhind.com

EX-99.2

Exhibit 99.2

CNH Industrial N.V.

25 St. James’s Street

London, SW1A 1HA

United Kingdom

CNH Industrial announces Senior Leadership Team change

London, November 30, 2022

CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) today announces the appointment of Richard Miller as Senior Vice President of Internal Audit. Richard takes over from Carlo De Bernardi who has elected to retire following 38 years of dedicated service. With this appointment, Richard will join the Company’s Senior Leadership Team (SLT).

Richard Miller first joined CNH Industrial in 1990. He has since assumed roles of increasing responsibility in Internal Audit, most recently as Head of Internal Audit for the North America region.

“I want to thank Carlo for leading our Internal Audit function with excellence and impeccable character,” said Scott W. Wine, Chief Executive Officer, CNH Industrial. “In Richard, we have a worthy successor who will continue to ensure that our Company operates to the highest standards.”

CNH Industrial (NYSE: CNHI / MI: CNHI) is a world-class equipment and services company. Driven by its purpose of Breaking New Ground, which centers on Innovation, Sustainability and Productivity, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its global and regional Brands. Globally, Case IH and New Holland Agriculture supply 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment deliver a full lineup of construction products that make the industry more productive. The Company’s regionally focused Brands include: STEYR, for agricultural tractors; Raven, a leader in digital agriculture, precision technology and the development of autonomous systems; Flexi-Coil, specializing in tillage and seeding systems; Miller, manufacturing application equipment; Kongskilde, providing tillage, seeding and hay & forage implements; and Eurocomach, producing a wide range of mini and midi excavators for the construction sector, including electric solutions. Across a history spanning over two centuries, CNH Industrial has always been a pioneer in its sectors and continues to passionately innovate and drive customer efficiency and success. As a truly global company, CNH Industrial’s 37,000+ employees form part of a diverse and inclusive workplace, focused on empowering customers to grow, and build, a better world.

For more information and the latest financial and sustainability reports visit: cnhindustrial.com

For news from CNH Industrial and its Brands visit: media.cnhindustrial.com

Contacts:

Media Relations	Investor Relations
Email: mediarelations@cnhind.com	Email: investor.relations@cnhind.com

XML

Document and Entity Information	Nov. 23, 2022
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Entity Tax Identification Number	00-0000000
Amendment Flag	false
Entity Central Index Key	0001567094
Document Type	8-K
Document Period End Date	Nov. 23, 2022
Entity Registrant Name	CNH INDUSTRIAL N.V.
Entity Incorporation State Country Code	P7
Entity File Number	001-36085
Entity Address, Address Line One	25 St. James’s Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	SW1A 1HA
Entity Address, Country	GB
City Area Code	44 2079
Local Phone Number	251964
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
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Security 12b Title	Common Shares, par value €0.01
Trading Symbol	CNHI
A 450 Notes Due 2023 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	4.50% Notes due 2023
Trading Symbol	CNHI23
A 3850 Notes Due 2027 [Member]
Document And Entity Information [Line Items]
Security Exchange Name	NYSE
Security 12b Title	3.850% Notes due 2027
Trading Symbol	CNHI27