CNH Industrial N.V.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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CNH INDUSTRIAL N.V.

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NOTICE OF 2025

ANNUAL GENERAL

MEETING AND PROXY

STATEMENT

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your own broker, bank, solicitor or accountant or other independent professional adviser.

Please review carefully the voting instructions included in this Notice of Meeting and Proxy Statement.

This document should be read as a whole. Your attention is drawn to the letter from our Chair and Chief Executive Officer, which is set out on pages ii to v of this document and which recommends that you vote in favor of each of the Resolutions to be proposed at the 2024 Annual General Meeting.

A MESSAGE FROM OUR CHAIR & CHIEF EXECUTIVE OFFICER

Dear Shareholders,

We are pleased to invite you to attend the annual general meeting of CNH Industrial N.V. (“CNH”) to be held on May 12, 2025, at 3:00 p.m. CEST, at the offices of Freshfields LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands. Details in relation to attending and voting on the items on the agenda for the meeting are set out on pages 84 to 87 of this Notice of Meeting and Proxy Statement.

Every day at CNH is spent supporting and empowering the world’s farmers and builders. Our company has been advancing and evolving for almost two centuries to meet the perpetual needs of a growing world in terms of sustenance and shelter. We play our part by delivering innovation and progress, while always staying true to our purpose of Breaking New Ground.

We continued to push our business – and farming –forward in 2024 while addressing the significant challenges global agriculture faces. Through strategic focus and forward-thinking initiatives, we positioned ourselves to navigate industry headwinds while preparing for future opportunities. This approach included simplifying and streamlining our operations to drive efficiency and growth; a sharper focus on our Agriculture business; and breakthrough product launches that feature our advanced technologies.

2024 Financial Highlights

Despite the challenging market environment, we remained committed to delivering value to you by returning approximately $1.3 billion through dividends and share buybacks.

We implemented structural cost reductions that positively contributed to our through-cycle margins. Those savings have put us on a solid footing into 2025 and continue our commitment to further improve returns on our investments in products and teams.

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Building momentum for continued execution

In January of last year, we moved to a single US listing on the New York Stock Exchange (NYSE) to support increased liquidity and investor focus and further simplify our company profile. We also carried out strategic simplifications to improve our business for the long-term through a headcount restructuring and other cost efficiency actions, which together contributed to a $265 million reduction in Selling, General & Administrative costs of our Industrial Activities.

In 2024, we implemented the first wave of our supply chain’s multi-year Strategic Sourcing Program, which is intended to yield efficiencies and cost savings. The second wave of this program was initiated in 2024 and is expected to begin implementation at the end of 2025.

As the industry’s downcycle continued last year – and particularly accelerated in North America during the final quarter – we addressed and continue to reduce channel inventory, with further actions being implemented this year. Our focus went beyond delivering the highest possible financial performance in a single quarter to prioritizing the best choices across key business parameters that are intended to position CNH for sustained success this year and for the coming industry upcycle.

CNH appointed Gerrit Marx as the Company’s Chief Executive Officer in July 2024. He brings fresh vision, values, and relevant industry experience to the Company. The Global Leadership Team now features Manufacturing, Quality & Customer Advocacy, a lead for India, and a Financial Services President, all led by seasoned experts.

People first

Our growth and success rest on the commitment of some 35,000 employees worldwide from strategists to engineers, technical support experts, commercial leaders, shopfloor supervisors, and the manufacturing professionals that bring our products to life every day – alongside many others.

Every member of our team, no matter who or where they are, is recognized and rewarded according to their contribution and performance. We remain committed to retaining our top talent through career development opportunities and competitive compensation, as well as contributing to their ongoing learning and professional growth through specific programs.

Delivering world class technology and products

We continue to launch key products and services to meet customer needs. We successfully opened order books for our new, range-topping twin and single rotor combine harvesters with new automation and sensor technologies. Our portfolio was further enriched by new high horsepower

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Furthermore, our customers benefitted from our latestin-house digital precision solutions and advanced automation from our Raven and Hemisphere GNSS technology brands. New factory-installed automation solutions – such as a water recirculation system for our sprayers’ booms – simplify operations and reduce water waste, while aftermarket upgrades – such as active and passive implement control – ensure our implements follow the desiredin-field paths even more accurately.

In an increasingly data-driven society, we strengthened our digital customer tools to give farmers greater insights to better inform their decision-making process. Our new FieldOps™ app and platform unifies fleet and farm management, providing a central hub to connect, view, and operate machinery – including construction equipment from our CASE, New Holland Construction and Eurocomach brands.

Our Construction product lineup was extended with additional, fully electric models that include the launch of one of the industry’s first electric backhoe loaders – the CASE 580EV.

Investing in Research and Development

CNH’s 49 R&D centers across 16 countries represent a robust innovation pipeline.

The $155 million, five-year investment in our New Holland brand’s Center of Harvesting Excellence in Zedelgem, Belgium supports the development and production of our market-leading combines, including the New Holland CR11 – our most powerful flagship model featuring 56 patents.

The expansion of the CNH India Technology Center has added more testing labs and a multi-vehicle simulator, which mimicsin-field conditions to put our engineers in the farmer’s seat during the development of new products.

We continued to complement ourin-house innovation with external partnerships and investments in disruptive and high-potential players to accelerate the release of new solutions. Our work with Brazil-based Bem Agro is using their AI technology to convert aerial field images into advanced agronomic mapping reports for our customers across Latin America and Southeast Asia. In North America, we established a joint innovation center with HD Hyundai that is studying emerging technology trends and exploring growth opportunities in the construction sector.

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A solid future

With a focus on spending discipline, cost optimization, and structural improvements, we are positioning this business for long-term profitability across industry cycles and look forward to meeting the challenges of the year ahead.

This May, we will introduce our new Strategic Business Plan – providing a clear roadmap for sustained growth – and share more on our new efficiency and quality programs. We continue to take meaningful strides in delivering products and technologies that both improve productivity for farmers while delivering a range of benefits from increased profitability through to reduced environmental impact.

We wish to thank you for your trust and engagement with the important work we’re doing. We also extend our gratitude to our employees for their passion and resilience as we propel agriculture forward.

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