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): March 2, 2023

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 7.01. Regulation FD Disclosure.

On March 2, 2023, CNH Industrial N.V. (the “Company”) made available to its shareholders the agenda and explanatory materials for the 2023 Annual General Meeting of Shareholders (“AGM”), which will be held on April 14, 2023 in Amsterdam, The Netherlands. The AGM notice, explanatory materials and forms of proxy cards are each attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.

On March 2, 2023 the Company issued a press release in connection with the publication of the AGM notice and explanatory materials. A copy of the press release is furnished as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including the Exhibits 99.1, 99.2, 99.3 and 99.4 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1	CNH Industrial N.V. Notice of the Annual General Meeting of Shareholders to be held on April 14, 2023
Exhibit 99.2	CNH Industrial N.V. Annual General Meeting of Shareholders April 14, 2023 Agenda and Explanatory Materials
Exhibit 99.3	2022 Annual General Meeting of Shareholders Proxy Cards
Exhibit 99.4	Press release, dated March 2, 2023, “CNH Industrial N.V. publishes agenda for the 2023 Annual General Meeting”
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: March 3, 2023

EX-99.1

Exhibit 99.1

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders (the “AGM”) of CNH Industrial N.V. (the “Company” or “CNH Industrial”) will be held on Friday, April 14, 2023, at 2:30 p.m. CEST at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands. The language of the meeting shall be English. The AGM is convened to discuss and decide on the agenda reflected below.

The AGM can also be followed via a live webcast that will be available on the Company’s website (www.cnhindustrial.com).

AGENDA

1. OPENING

2. 2022 ANNUAL REPORT

a. Reserves and dividend policy (discussion only item)

b. Adoption of the 2022 Annual Financial Statements (voting item)

c. Proposal of a dividend for 2022 of €0.36 per common share (voting item)

d. Proposal to discharge the executive directors and the non-executive directors for the performance of his or her duties in 2022 (voting item)

3. 2022 REMUNERATION REPORT

a. Application of the remuneration policy in 2022 (advisory voting item)

b. Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans (voting item)

4. RE-APPOINTMENT OF THE EXECUTIVE DIRECTORS AND (RE)-APPOINTMENT OF THE NON-EXECUTIVE DIRECTORS

a. Re-appointment of Suzanne Heywood (voting item)

b. Re-appointment of Scott W. Wine (voting item)

c. Re-appointment of Howard W. Buffett (voting item)

d. Re-Appointment of Karen Linehan (voting item)

e. Re-appointment of Alessandro Nasi (voting item)

f. Re-appointment of Vagn Sørensen (voting item)

g. Re-appointment of Åsa Tamsons (voting item)

h. Appointment of Elizabeth Bastoni (voting item)

i. Appointment of Richard J. Kramer (voting item)

5. ISSUANCE OF NEW SHARES BY THE COMPANY AND ACQUISITION OF SHARES BY THE COMPANY

a. Authorization to issue shares and/or grant rights to subscribe for shares (voting item)

b. Authorization to limit or exclude pre-emptive rights (voting item)

c. Authorization to issue special voting shares (voting item)

d. Authorization to repurchase own shares (voting item)

6. RE-APPOINTMENT OF THE INDEPENDENT AUDITOR

a. Proposal to appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year (voting item)

7. CLOSE OF MEETING

AGM documents

The following meeting documents are available:

• CNH Industrial Annual Report 2022 in ESEF-format (the Report on Operations, Remuneration Report; Consolidated and Annual Accounts) and the Independent Auditor’s Report,

• the Agenda and explanatory notes with proposed resolutions and information about members of the Board of Directors whose appointment has been proposed,

• statement of the total number of outstanding shares and voting rights at the date of this notice,

• voting instructions and voting proxy forms for the AGM, and

• instructions and documents for participation and voting at the AGM,

and other relevant AGM documents are available on the Company’s website https://www.cnhindustrial.com/en-US/Investor-Relations/shareholder_meetings/2023). This documentation is also available at the Company’s principal office at 25 St. James’s Street London, SW1A 1HA (United Kingdom) for shareholders, who will receive a copy free of charge upon request.

Record date

Shareholders can hold Company shares as follows:

• Loyalty register: shareholders holding special voting shares and common shares or shareholders holding common shares electing to receive special voting shares upon completion of the required holding period (the “Loyalty Shareholders”) registered in the loyalty register of the Company (the “Loyalty Register”). The Loyalty Register is maintained on behalf of the Company in the records of the Company’s agents: Computershare Trust Co. NA and Computershare S.p.A. (each the “Agent” and both, the “Agents”);

• Registered shareholders: shareholders holding common shares in registered form (the “Registered Shareholders”) at Computershare Trust Co. NA as the transfer agent of the Company (the “Transfer Agent” and together with the Agents, the “AGM Agents”);

• DTC: shareholders holding common shares in a bank, brokerage or other intermediary account with the Depository Trust Company (the “DTC Participant Account”);

• Monte Titoli: shareholders holding common shares in an intermediary account in the Monte Titoli system (the “Monte Titoli Participant Account”).

Under Dutch law and the Company’s Articles of Association, in order to be entitled to vote in relation to the voting items on the agenda for the AGM, shareholders must (i) be registered as of March 17, 2023 (the “Record Date”) in the register established for that purpose by the Board of Directors (the “AGM Register”) after reflecting all debit and credit entries as of the Record Date, regardless of whether the shares are still held by such holders at the date of the AGM and (ii) request registration in the manner mentioned below. The AGM Register established by the Board of Directors is: (i) in respect of Loyalty Shareholders, the Loyalty Register, (ii) in respect of Registered Shareholders, the registered shareholder list administered by the Transfer Agent, and (iii) in respect of shareholders holding common shares in a Monte Titoli Participant Account or in a DTC Participant Account, the list of the entitled shareholders provided by the bank, brokerage or other intermediary (the “Intermediary”).

Voting and attendance

Loyalty Shareholders and Registered Shareholders

The AGM Agents will send AGM materials to Loyalty Shareholders and/or Registered Shareholders at the addresses of such shareholders as they appear from the records maintained by the relevant AGM Agent, including a proxy form that allows shareholders to give their voting instructions. The proxy form will also be available on the Company’s website (https://www.cnhindustrial.com/en-US/Investor-Relations/shareholder_meetings/2023).

Loyalty Shareholders and/or Registered Shareholders will be entitled to submit their voting instructions or voting proxy (please note proxy instructions below) for the AGM by 11:00 p.m. CEST on April 7, 2023, in writing or electronically. They can also cast their vote in advance of the AGM via the web procedure made available on the Company’s website (https://www.cnhindustrial.com/en-US/Investor-Relations/shareholder_meetings/2023).

Shareholders holding common shares in a Monte Titoli Participant Account

Shareholders holding common shares in a Monte Titoli Participant Account (“MT Investors”) who wish to submit voting instructions or a voting proxy (please note proxy instructions below) for the AGM should request that their Intermediary issue a statement (the “Notification of Participation”) confirming their shareholding (including the shareholder’s name and address and the number of shares notified for attendance and held by the relevant shareholder on the Record Date). Intermediaries must submit the Notification of Participation no later than 11:00 p.m. CEST on April 7, 2023, to Computershare S.p.A.

The MT Investors may cast their vote in advance of the AGM via the web procedure made available on the Company’s website https://www.cnhindustrial.com/en-US/Investor-Relations/shareholder_meetings/2023) or by proxy form that will also be available on the Company’s website (please note proxy instructions below).

Shareholders holding common shares in a DTC Participant Account

Shareholders holding common shares in a DTC Participant Account should give instructions to their Intermediary, as the record holder of their shares, who is required to vote their shares according to their instructions. In order to vote their shares and/or attend the AGM, they will need to follow the directions provided by their Intermediary.

Vote by proxy

Subject to compliance with the above provisions, shareholders can attend and vote at the AGM in person or by proxy and follow the meeting via live webcast on the website of the Company (www.cnhindustrial.com). To give voting instructions by proxy, the shareholder (a) must have registered his or her shares as set out above and (b) must ensure that their proxy (including voting instructions), will be received by the relevant AGM Agent by 11:00 p.m. CEST on April 7, 2023, in writing or electronically.

Attendance and Identification

Shareholders holding common shares who wish to attend the AGM (either in person or by proxy) (a) must have registered his or her shares as set out above and (b) should request their Intermediary submit an attendance request no later than 11:00 p.m. CEST on April 7, 2023 to the relevant Agent.

These shareholders will receive an attendance card in their name (the “Attendance Card”). The Attendance Card serves as an admission certificate to enter the AGM. The Attendance Card also contains a proxy form section, which allows these shareholders to authorize someone else to attend and vote their shares on their behalf at the AGM. The Attendance Card and a copy of the written power of attorney (if applicable) must be presented at the AGM registration desk.

Persons entitled to attend the AGM will be required to show a valid identity document at the registration desk prior to admission to the AGM.

Questions by shareholders

Shareholders can submit questions regarding AGM agenda items by email to AGM2023@cnhind.com until April 7, 2023, at 11:00 p.m. CEST. The email must include the name, the surname, the number of shares held by the shareholder, the AGM agenda item to which the question refers and the bank or broker statement proving the shareholder’s ownership of CNH Industrial common shares on the Record Date. CNH Industrial will address these questions, including any follow-up questions, during the meeting, to the extent appropriate with a view to the orderly conduct of the meeting. The Chair of the AGM shall ensure the orderly and efficient conduct of the meeting. In the interest of the order of the meeting, the Chair may, among other things, limit the number of questions and cluster questions (thematically or otherwise).

Contact details of AGM Agents:

Computershare S.p.A.

Via Nizza 262/73, 10126 Torino (Italy)

cnhi@computershare.it or cnhi@pecserviziotitoli.it

Computershare Investor Services

P.O. Box 43078

Providence RI 02940-3078

Web.queries@computershare.com

By Overnight Delivery:

Computershare

150 Royall St., Suite 101

Canton, MA 02021

CNH Industrial N.V., March 2, 2023

EX-99.2

Exhibit 99.2

ANNUAL GENERAL

MEETING APRIL 14, 2023

AGENDA AND

EXPLANATORY

NOTES

AGENDA

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CNH INDUSTRIAL N.V. (THE “COMPANY”) TO BE HELD ON FRIDAY, APRIL 14, 2023, AT 2:30 P.M. CEST AT THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP, STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

The language of the Annual General Meeting (“AGM”) shall be English. The AGM is convened to discuss and decide on the agenda reflected below. The AGM can also be followed via a live webcast that will be available on the Company’s website (www.cnhindustrial.com).

1. OPENING

2. 2022 ANNUAL REPORT

a. Reserves and dividends policy (discussion only item)

b. Adoption of the 2022 Annual Financial Statements (voting item)

c. Proposal of a dividend for 2022 of €0.36 per common share (voting item)

d. Proposal to discharge the executive directors and the non-executive directors for the performance of his or her duties in 2022 (voting item)

3. 2022 REMUNERATION REPORT

a. Application of the remuneration policy in 2022 (advisory voting item)

b. Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans (voting item)

4. RE-APPOINTMENT OF THE EXECUTIVE DIRECTORS AND (RE)-APPOINTMENT OF THE NON-EXECUTIVE DIRECTORS

a. Re-appointment of Suzanne Heywood (voting item)

b. Re-appointment of Scott W. Wine (voting item)

c. Re-appointment of Howard W. Buffett (voting item)

d. Re-appointment of Karen Linehan (voting item)

e. Re-appointment of Alessandro Nasi (voting item)

f. Re-appointment of Vagn Sørensen (voting item)

g. Re-appointment of Åsa Tamsons (voting item)

h. Appointment of Elizabeth Bastoni (voting item)

i. Appointment of Richard J. Kramer (voting item)

5. ISSUANCE OF NEW SHARES BY THE COMPANY AND ACQUISITION OF SHARES BY THE COMPANY

a. Authorization to issue shares and/or grant rights to subscribe for shares (voting item)

b. Authorization to limit or exclude pre-emptive rights (voting item)

c. Authorization to issue special voting shares (voting item)

d. Authorization to repurchase own shares (voting item)

6. RE-APPOINTMENT OF INDEPENDENT AUDITOR

Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year (voting item)

7. CLOSE OF MEETING

2

EXPLANATORY NOTES

TO THE AGENDA

Item 1: Opening

The chair of the meeting will open the Annual General Meeting of shareholders.

Item 2: 2022 Annual Report

• 2a Dividend and Reserves policy (discussion only item)

Subject to the adoption of the 2022 Annual Financial Statements by the Annual General Meeting of shareholders, the Board, in accordance with article 21, paragraph 9, of the articles of association of the Company (“Articles of Association”), proposes to shareholders to distribute a dividend in cash of €0.36 per outstanding common share (after the allocation of the relevant amount to the special voting shares dividend reserve in accordance with article 22, paragraph 4, of the Articles of Association).

• 2b Adoption of the 2022 Annual Financial Statements (voting item)

The executive directors of the Company will present the development of the business and results achieved in 2022. Further, they will comment on the Report on Operations. Please refer to the relevant sections of the Annual Report.

The auditor of the Company for the 2022 financial year, Ernst & Young Accountants LLP, the Netherlands, has issued an unqualified opinion in respect of the Company’s 2022 Annual Financial Statements. It is proposed to adopt the 2022 Annual Financial Statements.

• 2c Proposal of a dividend for 2022 of €0.36 per common share (voting item)

For 2022, the Board recommends to shareholders a dividend in cash of €0.36 per common share, totaling approximately €483 million (equivalent to approximately $510 million, translated at the exchange rate reported by the European Central Bank on February 27, 2023).

The outstanding common shares will be quoted ex-dividend from April 24, 2023; the record date for the dividend shall be April 25, 2023, on both Euronext Milan and NYSE. It is expected that the dividend on the outstanding common shares will be paid on May 3, 2023.

• 2d Discharge of the executive directors and the non-executive directors of the Board during the financial year 2022 for the performance of his or her duties during 2022 (voting item)

It is proposed to discharge the executive directors and non-executive directors of the Board (including those members of the Board who were in office for part of the financial year) in respect of the performance of their duties in the financial year ending on December 31, 2022 to the extent apparent from the 2022 Annual Report, including the 2022 Annual Financial Statements and from disclosures and statements made during the Annual General Meeting.

Item 3: 2022 Remuneration Report

• 3a Application of the remuneration policy in 2022 (advisory voting item)

The Remuneration Report for 2022 is contained in the Company’s Annual Report. Our 2022 Remuneration Report gives an overview of how our Remuneration Policy has been implemented in 2022. The Report has been prepared in line with the legal disclosure requirements contained in the Dutch Civil Code implementing the European Shareholders’ Rights Directive. In light of combined US-Netherlands disclosures, the remuneration disclosure for 2022 is even more elaborate and transparent than the disclosures made in the 2021 Remuneration Report. For further details on the remuneration of the Company’s directors, please refer to the “Executive Compensation Tables” and “Compensation of Directors” sections of the Annual Report.

• 3b Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans (voting item)

A key element of the Company’s compensation philosophy is to use incentive pay to drive organization-wide alignment with shared strategic company goals and values, and to reward achievement of those goals in a manner consistent with our purpose, vision, and cultural beliefs. Aligning to our strategic targets and transforming our culture are vital to successfully executing our Capital Markets Day objectives.

3

Equity-based compensation is critical to achieving this alignment because it (1) directly ties compensation to the Company’s long-term goals and strategic priorities, (2) links executive directors, senior management and selected employees’ long-term performance and interests with those of our shareholders and (3) discourages imprudent risk -taking. Equity-based compensation is also integral to the Company’s Remuneration Policy and a key component of our pay-for-performance philosophy.

In February 2023, the Board of Directors approved the long-term incentive program (“LTIP”) for the executive directors under the Equity Incentive Plan (“EIP”). The EIP, previously approved by the Company’s shareholders, governs any equity awards granted under the EIP to executive directors and other key leaders (see below for a summary of such rules and principles). Up to a maximum of 3,100,000 rights to subscribe for common shares are reserved for issuance to the executive directors under the LTIP (described below).

LTIP

The LTIP, tied to the updated 2024 Strategic Business Plan after the demerger of the Iveco Group businesses, spans a performance period ending in 2025 and includes the following awards:

• A grant covering the 2022-2024 performance period (“LTI 2022-2024 Award”);

• A grant covering the 2023-2025 performance period (“LTI 2023-2025 Award”).

These grants are consistent with the Company’s strategic time horizon presented at the Capital Markets’ Day event on February 22, 2022.

Under the LTIP, a combination of performance share rights (“PSUs”) and restricted share rights (“RSUs”), each representing the right to receive one common share of the Company, will be awarded to the Chair and to the Chief Executive Officer of the Company (subject to the shareholders’ approval and their (re)-appointment as executive directors at the 2023 Annual General Meeting).

The PSUs will be subject to the achievement of certain performance targets as further described below, while the RSUs will be subject only to the participant’s continuing service as an officer, director or employee of the Company; both PSUs and RSUs are also subject to individual performance. Negative discretion may be exercised by the Human Capital and Compensation Committee of the Board of Directors (the “Committee”).

The PSU awards are based on the achievement of defined key performance indicators relating to: (i) Average of Industrial Return on Invested Capital (“RoIC”), weighted 50% and (ii) Cumulative Adjusted Earnings per Share (“EPS”) weighted 50%, with a payout range from 30% of target for threshold goals achieved to 200% of target for outstanding performance. The Company’s Total Shareholder Return (“TSR”; RoIC, EPS and TSR, collectively the “Metrics”) ranking among a pre-selected comparator group at the end of the three-year performance period will act as a downward/upward multiplier that can adjust the award from 0.75 to 1.25. Specifically, the earned payout achieved under the two weighted metrics, RoIC and EPS, will be adjusted for the TSR percentile ranking according to the following chart:

Percentile Ranking	Relative TSR Modifier(1)
Outstanding: 75th and greater		1.25	(2)
Target: 50th		1.00
Threshold: 25th or lower		0.75

⁽¹⁾  Modifier prorated between threshold, target and outstanding percentile ranking.

⁽²⁾  Maximum overall payout versus target is capped at 200%.

4

TSR performance will be assessed against a single peer group of sixteen companies that reflect both the agriculture and construction equipment aspects of our business:

Agriculture Peers	Construction Equipment Peers		Composite Peers (Agriculture and Construction Equipment)
AGCO Corporation	AB Volvo	Komastu Ltd.	Bucher Industries AG
Husqvarna AB	Alstom SA	Sandvik AB	Cummins Inc.
Kubota Corporation	Caterpillar Inc.	Terex Corporation	Deere & Company
The Toro Company	Kion Group AG	Westinghouse Air Brake Technologies Corp	Trimble Inc.

The Committee may adjust the TSR comparator group in the event of any merger, combination or other event affecting the comparator companies.

The PSUs awarded under the LTI 2022-2024 Award and LTI 2023-2025 Award will vest in 2025 and 2026, respectively, based on the achievement of each target of RoIC and EPS determined independently, and as adjusted according to the TSR multiplier. Hence, the total number of common shares that will be issued upon vesting of the PSUs will depend on the level of achievement of RoIC and EPS and the downward/upward effect of TSR, but subject to an overall maximum of 200% of the target award.

The RSUs under the LTI 2022-2024 Award and LTI 2023-2025 Award will vest three years from grant date or 2025 and 2026, respectively, subject to continued employment of the Executive Director.

The LTIP has been reviewed and approved by the Committee and is consistent with: (i) the 2024 Strategic Business Plan presented at the Capital Markets Day event held on February 22, 2022 as updated, (ii) the Remuneration Policy as it relates to the executive directors, as approved by the General Meeting of shareholders, and (iii) any other applicable rules and relevant provisions of law.

The Board of Directors believes that the LTIP is in line with market trends for long term incentive plans. The Board of Directors furthermore believes that the LTIP, along with the share ownership guidelines the Board of Directors has also approved for its Chair and Chief Executive Officer, increases the alignment between the Company’s performance and shareholder interests, by linking the executive director’s compensation opportunity to increasing shareholder value.

Under the EIP the Board reserves the right to amend, suspend or terminate any or all provisions of the new LTIP within the sole discretion of the Board subject to the consent of the award holder in certain cases.

The Board of Directors therefore submits to the General Meeting of shareholders for its approval the requested maximum authorization for rights to subscribe for up to 3,100,000 common shares for executive directors under the LTIP in accordance with and under the EIP, the Articles of Association and Dutch law (including for the avoidance of doubt and insofar needed to issue common shares under rights to subscribe for shares already previously awarded to executive directors).

The EIP also includes numerous best practice corporate governance features designed to protect shareholder interests and to reflect our Remuneration Policy and our compensation practices, including but not limited to:

• Double-Trigger Change in Control Provisions: The default treatment of awards under the EIP in connection with a “change of control” requires that vesting will accelerate only if a change in control occurs and the employees’ employment is terminated involuntarily within 24 months following the change of control (unless awards are terminated in the transaction);

• No Discounted Options: Stock options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares on the date of grant;

• Dividend Equivalents: No payment of dividend equivalents unless the vesting terms, including performance criteria associated with an award are satisfied.

• No Transferability: Awards generally may not be transferred other than by will or the laws of descent and distribution.

• Clawback: Retroactive adjustments and reimbursement provisions apply if any cash or equity incentive award is predicated upon achieving financial results and the financial results were subject to an accounting restatement.

5

Item 4: Re-appointment of the executive directors, and (re)-appointment of the non-executive directors

In accordance with the Company’s Articles of Association, the term of office of the executive directors and the non-executive directors will expire at the end of the Annual General Meeting of April 14, 2023. Each executive director and each non-executive director may be re-appointed at any subsequent Annual General Meeting of shareholders. In light of the size of the Company, the complexity and specific characteristics of the segments in which it operates and the geographic distribution of its businesses, the Board should be composed of individuals with skills, experience and cultural background, both general and specific, acquired in an international environment and relevant to an understanding of the macro-economy and global markets, more generally, as well as the industrial and financial sectors, more specifically. An appropriate and diversified mix of skills, professional backgrounds and diversity factors are fundamental to the proper functioning of the Board as a collegial body.

The composition of the Board should also be correctly balanced between executive directors, i.e. those who hold responsibility for the day-to-day management and are vested with executive powers, and non-executive directors. Finally, the presence of independent directors is essential in order to protect the interests of all shareholders and third parties. On the basis of the proposal made by the Environmental, Social and Governance Committee (the “ESG Committee”), the Board therefore proposes that the number of directors be set at nine (9), a number deemed appropriate for the effective functioning of the Board and its Committees, and that number of executive directors be confirmed at two (2), a number deemed appropriate for the effective functioning of the Board. Therefore, the Board recommends: (a) the re-appointment of the current executive directors, Ms. Heywood and Mr. Wine, (b) the re-appointment of Mr. Buffett, Ms. Linehan, Mr. Nasi, Mr. Sørensen, and Ms. Tamsons as non-executive directors and the appointment of Ms. Elizabeth Bastoni and Mr. Richard J. Kramer, as non-executive directors. Both executive directors and all non-executive directors are eligible and have stated their willingness to accept either re-appointment or appointment, as the case may be. The Company has also determined that Elizabeth Bastoni, Howard W. Buffett, Richard J. Kramer, Karen Linehan, Vagn Sørensen and Åsa Tamsons, satisfy the independence requirements prescribed by applicable laws and regulations.

Pursuant to the Articles of Association, the new term of office of the directors will expire on the day of the first Annual General Meeting of shareholders that will be held in 2024. The directors’ remuneration will comply with the Remuneration Policy (as revised by the shareholders at the Annual General Meeting held in April 2020).

• 4a Re-appointment of Suzanne Heywood (voting item)

• 4b Re-Appointment of Scott W. Wine (voting item)

The Board believes that the contribution and performance of the executive directors seeking re-appointment at the Annual General Meeting of shareholders continues to be effective, and that each demonstrate commitment to their respective roles in the Company. Accordingly, the Board recommends to re-appoint Suzanne Heywood and Scott W. Wine as executive directors.

• 4c Re-appointment of Howard W. Buffett (voting item)

• 4d Appointment of Karen Linehan (voting item)

• 4e Re-appointment of Alessandro Nasi (voting item)

• 4f Re-appointment of Vagn Sørensen (voting item)

• 4g Re-appointment of Åsa Tamsons (voting item)

• 4h Appointment of Elizabeth Bastoni (voting item)

• 4i Appointment of Richard J. Kramer (voting item)

The Board believes that the contribution and performance of the non-executive directors seeking re-appointment at the Annual General Meeting of shareholders continues to be effective, and that they each demonstrate commitment to their respective roles in the Company. Accordingly, the Board recommends to re-appoint Howard W. Buffett, Karen Linehan, Alessandro Nasi, Vagn Sørensen, and Åsa Tamsons. In line with the Company’s needs of having a Board composed of individuals with skills, experience and cultural background, acquired in an international environment with the aim of having a Board with an appropriate mix of skills, professional backgrounds and diversity factors, the Board further recommends the appointment of Elizabeth Bastoni and Richard J. Kramer as non-executive directors.

The Board believes that the contributions of Ms. Bastoni and Mr. Kramer will strengthen the expertise and capabilities of the Board of Directors of the Company. Ms. Bastoni and Mr. Kramer are eligible and have stated their willingness to accept their appointment.

Pursuant to the Articles of Association, the term of office of all the directors will expire on the day of the Annual General meeting that will be held in 2024. The remuneration of the nominees will comply with the Company’s Remuneration Policy.

6

The relevant biographical details and curriculum vitae of each nominee are available for inspection at the offices of the Company as well as on the Company’s website (www.cnhindustrial.com).

Item 5: Issuance of new shares by the Company and acquisition of shares by the Company

Under Dutch law, the Annual General Meeting of shareholders can authorize the Board of Directors to issue shares or grant rights to subscribe for shares, to exclude pre-emptive rights and to acquire shares in the share capital of the Company.

• 5a Authorization to issue and/or grant rights to subscribe for shares (voting item)

At the Annual General Meeting of shareholders on April 13, 2018, the General Meeting of shareholders authorized the Board of Directors to issue and/or grant rights to subscribe for shares. After consideration of market practices and engagement with certain institutional investors who are shareholders of our Company, the General Meeting of shareholders is now requested to extend the authorization. It is proposed that the General Meeting of shareholders authorizes the Board of Directors for a period of 18 months, beginning April 14, 2023, to issue shares or grant rights to subscribe for shares. The authorization will be limited to 10% of the Company’s issued share capital per the date of the Annual General Meeting of 2023. The authorization may be used in connection with awards under the Company’s equity incentive plans, but may also serve other purposes, such as the funding of acquisitions.

• 5b Authorization to limit or exclude pre-emptive rights (voting item)

At the Annual General Meeting of shareholders on April 13, 2018, the General Meeting of shareholders authorized the Board of Directors to limit or exclude pre-emptive rights in relation to the issue and/or grant rights to subscribe for shares. The General Meeting of shareholders is now requested to extend the authorization. After consideration of market practices and engagement with certain institutional investors who are shareholders of our Company, it is proposed that the General Meeting of shareholders authorize the Board of Directors for a period of 18 months, beginning April 14, 2023, to restrict or exclude shareholders’ pre-emptive rights in relation to the issue of shares or the granting of rights to subscribe for shares pursuant to the authorization under agenda item 5a.

• 5c Authorization to Issue Special Voting Shares (voting item)

At the Annual General Meeting of shareholders on April 13, 2018, the General Meeting of shareholders authorized the Board of Directors to issue and/or grant rights to subscribe for special voting shares. This authorization is requested in the event, pursuant to our by-laws, we are required to issue special voting shares to one or more shareholders who satisfy the special voting share holding period and other requirements contained in our by-laws (e.g., uninterrupted holding of common shares for three years; registration in the special voting share register for three years, etc.). To meet potential future requests of shareholders in this respect, the General Meeting of shareholders is now requested to extend this authorization.

It is therefore proposed that the General Meeting of shareholders authorize the Board of Directors to issue special voting shares for a period of 5 years, beginning on the date the current authorization expires, or September 27, 2023. The authorization will be limited to 10% of the Company’s issued share capital per the date of the Annual General Meeting of 2023.

• 5d Authorization to Purchase Own Shares (voting item)

At the Annual General Meeting of shareholders on April 13, 2022, the General Meeting of shareholders authorized the Board of Directors to acquire common shares in its own share capital. The General Meeting of shareholders is now requested to extend the current authorization of the Board of Directors. It is proposed to the General Meeting of shareholders to authorize the Board of Directors for a period of 18 months, beginning on April 14, 2023, to acquire common shares in its own share capital on Euronext Milan or the New York Stock Exchange or through other means (including but not limited to derivatives, private, over-the-counter, or block trades or otherwise), subject to the following:

• The maximum number of shares which may be acquired is 10% of the issued share capital per the date of the Annual General Meeting of 2023;

7

• Transactions will be 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 Euronext Milan or the New York Stock Exchange (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 Euronext Milan or the New York Stock Exchange (as the case may be) minus 10% (minimum price).

If granted, this authorization replaces the authorization of the General Meeting of shareholders of April 13, 2022.

This new authorization does not obligate the Company to buy-back any common shares. If granted, the buy back of shares will be conducted by way of a share buy-back program in line with applicable EU rules. The launch of such program and the determination of its terms and conditions is subject to a Board approval. The current share-buy back program announced on September 19, 2022 will expire on October 12, 2023. Further, any buy-back program may be suspended, discontinued or modified at any time for any reason and without previous notice in the Company’s sole discretion in accordance with applicable laws and regulations.

Item 6: Re-appointment of the Independent Auditor

Under the applicable laws and regulations Ernst & Young Accountants LLP (“Ernst & Young”) is no longer allowed to audit the Company’s financial statements following the issuance of its audit opinion with the 2022 financial statements. Hence, in the second half of 2021 the Audit Committee oversaw a competitive process among various international audit firms to replace the Company’s auditor. At the end of this process, among three short-listed audit firms who had submitted a proposal, the Audit Committee recommended to the Board to submit the appointment of Deloitte Accountants B.V. (“Deloitte”) as the Company’s independent auditor for the financial year ending December 31, 2023. The choice was based upon the overall better competitiveness of their proposals in terms of price and team composition as compared to the other offers. At the Annual General Meeting of shareholders on April 13, 2022, the General Meeting of shareholders approved the appointment of Deloitte as the Company’s independent auditor for the 2023 financial year. The Board continues to support and recommend the appointment of Deloitte and therefore is requiring your approval of such appointment for the role of the independent auditor of the Company for the 2024 financial year.

Item 7: Close of meeting

CNH Industrial N.V., March 2, 2023

8

THIS IS NOT A PROXY STATEMENT. THE COMMON SHARES AND SPECIAL VOTING SHARES OF CNH INDUSTRIAL N.V. ARE EXEMPT FROM THE PROXY RULES UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

9

EX-99.3

Exhibit 99.3

SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 14, 2023    AT 2:30 P.M. CEST    Exhibit 99.3 PROXY FORM To be sent to and to be received by:                 Computershare S.p.A., Via Nizza 262/73, 10126 Turin (Italy), as Agent for CNH Industrial N.V., by 11:00 p.m. CEST on April 7, 2023 by mail or by Fax (+39 011 0923202) or by e-mail (cnhi@computershare.it), as an attachment in PDF format.    Disclaimer This Proxy Form shall be completed and signed by the Shareholder in order to appoint Computershare S.p.A. to vote online as per attached Voting Instructions Form at the Shareholders’ Annual General Meeting of CNH Industrial N.V.. Alternatively the Shareholder can vote online through the company website ( https://www.cnhindustrial.com/en-US/Investor-Relations/shareholder_meetings/2023). Mandatory information * THE UNDERSIGNED (natural person only)* Date of birth * Place of birth * Resident in (town/city) * At (street address) * Tax Code Telephone no. * e-mail entitled to vote at the close of business of March 17, 2023 (record date) as (1): registered shareholder legal representative or agent with authority to sub-delegate Pledgee Taker-in Beneficial interest holder    official receiver manager other (specify) for no. * CNH Industrial common shares    (2) registered in the name of (natural or legal person) Date of birth * Place of birth * Resident in (town/city) * At (street address) * ID no.(tax code/LEI) Registered in the securities account (3) no. At Bank code (ABI) Branch code (CAB) as resulting from communication no. (4) Made by (Bank) APPOINTS Computershare S.p.A. to attend at the above mentioned Meeting and to vote online, with reference to the above shares, in accordance with the instructions provided in the following Voting Instructions Form. If no such directions are indicated, ACKNOWLEDGES that Computershare S.p.A. will have the authority to vote “For” with regard to all following proposals. DATE Form of identification (5) (type)* Issued by * no. * SIGNATURE 1) Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power. 2) To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included. 3) Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement. 4) Reference to the communication made by the intermediary and its name. 5) Provide details of a valid form of identification of the proxy signatory. __________________________________________________________________________________________________________________    1

SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 14, 2023    AT 2:30 P.M. CEST     VOTING INSTRUCTIONS FORM    THE UNDERSIGNED    INSTRUCTS the Appointed Representative to vote at the above indicated shareholders’ meeting as follows    VOTE Prog. RESOLUTIONS OF THE AGENDA TO BE VOTED (Please tick as appropriate) 0010 2.b. Adoption of the 2022 Annual Financial Statements For Against Abstain 0020 2.c. Proposal of a dividend for 2022 of €0.36 per common share For Against Abstain 2.d. Proposal to discharge the executive directors and the non-executive directors for the performance of 0030 For Against Abstain his or her duties in 2022 0040 3.a. Application of the remuneration policy in 2022 (advisory vote) For Against Abstain 3.b. Proposal to approve the plan to grant rights to subscribe for common shares to executive directors 0050 For Against Abstain under equity incentive plans 0060 4.a. Re-appointment of Suzanne Heywood For Against Abstain 0070 4.b. Re-appointment of Scott W. Wine For Against Abstain 0080 4.c. Re-appointment of Howard W. Buffett For Against Abstain 0090 4.d. Re-Appointment of Karen Linehan For Against Abstain 0100 4.e. Re-appointment of Alessandro Nasi For Against Abstain 0110 4.f. Re-appointment of Vagn Sørensen For Against Abstain 0120 4.g. Re-appointment of Åsa Tamsons For Against Abstain 0130 4.h. Appointment of Elizabeth Bastoni For Against Abstain 0140 4.i. Appointment of Richard J. Kramer For Against Abstain 0150 5.a. Authorization to issue shares and/or grant rights to subscribe for shares For Against Abstain 0160 5.b. Authorization to limit or exclude pre-emptive rights For Against Abstain 0170 5.c. Authorization to issue special voting shares For Against Abstain 0180 5.d. Authorization to repurchase own shares For Against Abstain 6. Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 0190 For Against Abstain 2024 financial year SIGNATURE ………………………………. __________________________________________________________________________________________________________________    2

MMMMMMMMMMMM CNH Industrial N.V. MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE You may vote online or by phone instead of mailing this card. DESIGNATION (IF ANY) Votes submitted electronically must be ADD 1 ADD 2 received by April 7, 2023 at ADD 3 5:00 P.M. Eastern Daylight Time. ADD 4 ADD 5 Online ADD 6 Go to www.investorvote.com/CNHI or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Using a black ink pen, mark your votes with an X as shown in this example. Sign up for electronic delivery at Please do not write outside the designated areas. www.investorvote.com/CNHI Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend that you vote FOR proposals 2(b) through 6. For Against Abstain For Against Abstain 2.b. Adoption of the 2022 Annual Financial Statements 2.c. Proposal of a dividend for 2022 of €0.36 per common + share 2.d. Proposal to discharge the executive directors and the 3.a. Application of the remuneration policy in 2022 non-executive directors for the performance of his or her duties in 2022 3.b. Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans 4. Re-Appointment of the Executive Directors and (Re)-Appointment of the Non-Executive Directors For Against Abstain For Against Abstain For Against Abstain 4.a. – Re-appointment of 4.b. – Re-appointment of 4.c. – Re-appointment of Suzanne Heywood Scott W. Wine Howard W. Buffett 4.d. – Re-appointment of 4.e. – Re-appointment of 4.f. – Re-appointment of Karen Linehan Alessandro Nasi Vagn Sřrensen 4.g. – Re-appointment of 4.h. – Appointment of 4.i. – Appointment of Ĺsa Tamsons Elizabeth Bastoni Richard J. Kramer For Against Abstain For Against Abstain 5.a. Authorization to issue shares and/or grant rights to subscribe 5.d. Authorization to repurchase own shares for shares 5.b. Authorization to limit or exclude pre-emptive rights 6. Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year 5.c. Authorization to issue special voting shares C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMM 1UPX 571709 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

2023 Annual Meeting Admission Ticket 2023 Annual Meeting of CNH Industrial N.V. Shareholders The 2023 Annual Meeting of Shareholders of CNH Industrial N.V. will be held on April 14, 2023, 2:30pm CEST at Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CNHI qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — CNH INDUSTRIAL N.V. + 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 14, 2023 The undersigned, revoking all prior proxies, hereby appoints Roberto Russo with full power of substitution, as proxies to represent and vote as designated hereon, all common shares of CNH Industrial N.V. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual General Meeting of Shareholders of the Company on Friday, April 14, 2023, commencing at 2:30 p.m. Central European Summer Time and any adjournments thereof. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING, SIGNS AND DELIVERS A PROXY WITH A LATER DATE, OR VOTES IN PERSON AT THE MEETING. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual General Meeting. +

CNH Industrial N.V. MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE You may vote online or by phone instead of mailing this card. DESIGNATION (IF ANY) Votes submitted electronically must be ADD 1 ADD 2 received by April 7, 2023 at ADD 3 5:00 P.M. Eastern Daylight Time. ADD 4 MMMMMMMMM ADD 5 Online ADD 6 Go to www.investorvote.com/CNHI or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Using a black ink pen, mark your votes with an X as shown in this example. Sign up for electronic delivery at Please do not write outside the designated areas. www.investorvote.com/CNHI Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend that you vote FOR proposals 2(b) through 6. For Against Abstain For Against Abstain 2.b. Adoption of the 2022 Annual Financial Statements 2.c. Proposal of a dividend for 2022 of €0.36 per common + share 2.d. Proposal to discharge the executive directors and the 3.a. Application of the remuneration policy in 2022 non-executive directors for the performance of his or her duties in 2022 3.b. Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans 4. Re-Appointment of the Executive Directors and (Re)-Appointment of the Non-Executive Directors For Against Abstain For Against Abstain For Against Abstain 4.a. – Re-appointment of 4.b. – Re-appointment of 4.c. – Re-appointment of Suzanne Heywood Scott W. Wine Howard W. Buffett 4.d. – Re-appointment of 4.e. – Re-appointment of 4.f. – Re-appointment of Karen Linehan Alessandro Nasi Vagn Sřrensen 4.g. – Re-appointment of 4.h. – Appointment of 4.i. – Appointment of Ĺsa Tamsons Elizabeth Bastoni Richard J. Kramer For Against Abstain For Against Abstain 5.a. Authorization to issue shares and/or grant rights to subscribe 5.d. Authorization to repurchase own shares for shares 5.b. Authorization to limit or exclude pre-emptive rights 6. Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year 5.c. Authorization to issue special voting shares C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMM 1UPX 571709 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03RSMC

2023 Annual Meeting Admission Ticket 2023 Annual Meeting of CNH Industrial N.V. Shareholders The 2023 Annual Meeting of Shareholders of CNH Industrial N.V. will be held on April 14, 2023, 2:30pm CEST at Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CNHI qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — CNH INDUSTRIAL N.V. + 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 14, 2023 The undersigned, revoking all prior proxies, hereby appoints Roberto Russo with full power of substitution, as proxies to represent and vote as designated hereon, all common shares of CNH Industrial N.V. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual General Meeting of Shareholders of the Company on Friday, April 14, 2023, virtually commencing at 2:30 p.m. Central European Summer Time and any adjournments thereof. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING, SIGNS AND DELIVERS A PROXY WITH A LATER DATE, OR VOTES IN PERSON AT THE MEETING. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Declaration and Power of Attorney: By checking this box, you irrevocably and unconditionally: (a)    agree to be bound by the Special Voting Shares Terms and Conditions, as published on the CNH Industrial website; and (b)    authorize and instruct Computershare represent you and act on your behalf in connection with any issuance, allocation, acquisition, transfer and/or repurchase of any Special Voting Share in accordance with and pursuant to the Special Voting Shares Terms and Conditions. D Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual General Meeting. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A—D ON BOTH SIDES OF THIS CARD. +    

EX-99.4

Exhibit 99.4

CNH Industrial N.V.

25 St. James’s Street

London, SW1A 1HA

United Kingdom

CNH Industrial N.V. publishes agenda for the 2023 Annual General Meeting

London, March 2, 2023

CNH Industrial (NYSE: CNHI / MI: CNHI) announced today that it has published the agenda and explanatory materials for the 2023 Annual General Meeting of Shareholders (“AGM”), which will be held on April 14, 2023 in Amsterdam, The Netherlands. The AGM can also be followed via a live webcast, that will be available on the Company’s website (www.cnhindustrial.com).

The Company’s AGM notice and explanatory notes, other AGM materials and instructions for voting and submitting questions in advance of the meeting, together with those on how to follow the AGM remotely are available on the Company’s website at www.cnhindustrial.com, where they can be viewed and downloaded. Shareholders may request a hard copy of these materials, which include CNH Industrial’s audited financial statements, free of charge, through the contacts below.

The Board of Directors has declared a cash dividend of €0.36 per share, subject to approval of the shareholders. If shareholders approve the proposed cash dividend, CNH Industrial N.V. common shares will be quoted ex-dividend on April 24, 2023, and the record date for the dividend will be April 25, 2023, on both NYSE and Euronext Milan. It is expected that the dividend will be paid on May 3, 2023.

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

XML

Document and Entity Information	Mar. 02, 2023
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	Mar. 02, 2023
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	2079
Local Phone Number	251964
Written Communications	false
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
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A 4.50 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 3.850 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