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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CNH INDUSTRIAL N.V.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF 2026

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 vi of this document. The Board unanimously recommends that you vote "FOR" each director nominee included in Item 1, "FOR" Item 2A, "One Year" for Item 2B and "FOR" Items 3A, 3B, 3C, 4A, 5, 6A, 6B, and 6C. The full text of these proposals is set out below.

A Message from our Chair & Chief Executive Officer

Dear Shareholders,

In 2025, we laid the groundwork for CNH’s sustained momentum. It was a year defined by industry adaptation, as global agriculture navigated a downcycle marked by lower commodity prices, expanded tariffs, and softer retail demand. Tariffs also left deep traces in global construction despite strong market demand in most areas.

Against this backdrop, we maintained disciplined operational execution and progressed on the priorities that will strengthen CNH through the expected trough in 2026 and position us to accelerate as markets recover.

We focused on two objectives: boosting productivity and ensuring future readiness. These efforts strengthened our operations across our regions, embedded new technologies and ongoing quality improvements into our products, and supported the launch of more than 50 Agriculture products and over 20 Construction products during the year.

In parallel, we began executing our Path to 2030 — our new strategic plan mobilizing the CNH team behind a shared direction and clear expectations for delivery.

PATH TO 2030

Presented at our Investor Day last May, our Path to 2030 is designed to ensure that CNH’s decisions and investments support long-term, profitable growth and sustained value creation for shareholders. It centers on three commitments:

-ii-

Expanding Agriculture Product Leadership

We will continue delivering a steady cadence of new products, integrating advanced technology, expanding autonomy and predictive maintenance capabilities, and enhancing connectivity across our platform. These actions, paired with a transformed go-to-market model, are expected to drive 100-150 bps of annual margin improvement by 2030.

Delivering Higher Mid-Cycle Adjusted EBIT Margins

In Agriculture, we remain committed to reaching 16–17% midcycle adjusted EBIT margins by 2030. While tariffs and unfavorable regional mix are near-term headwinds, our commercial actions, operational efficiencies, quality initiatives, and ongoing product leadership position us to offset these impacts over the plan period.

In Construction, we continue to target 7–8% mid‑cycle adjusted EBIT margins by 2030, supported by commercial actions, sourcing gains, and manufacturing efficiencies that reinforce this segment’s strategic importance.

Creating Value for Shareholders

Financial discipline remains central to our strategy. We expect to maintain an investment-grade profile while allocating capital toward organic growth and margin expansion. At the same time, we will retain flexibility to pursue strategic, margin-accretive M&A to strengthen our portfolio and accelerate innovation.

After satisfying our debt obligations and funding strategic investments, we intend to return substantially all Industrial Free Cash Flow to shareholders through our dividend policy — targeting 25–35% of reported net income — and share repurchases.

We have a clear path to achieve our goals and are committed to delivering steady progress, utilizing the capabilities we have demonstrated in previous cycles.

-iii-

2025 FINANCIAL HIGHLIGHTS

Despite a cyclical market downturn and uncertainty in global trade, our teams demonstrated discipline, operational rigor, and resilience. These actions mitigated industry headwinds and reinforced the strength of our operating model.

These results reflect the realities of a downcycle, but also the benefits of our cost management, production, and inventory actions. We generated $513M in Industrial Free Cash Flow — underscoring the resilience of our operating model. And despite the challenging environment, we returned $430M to shareholders through dividends and share repurchases.

Our investment in innovation remains focused on technologies that meaningfully improve customer productivity, profitability, and sustainability.

END-TO-END INNOVATION ACROSS THE FULL CROP CYCLE

Our innovation strategy differentiates CNH and propels our strategic progress. During Agritechnica last November, we showcased technologies that support every phase of the crop cycle, from soil preparation to harvest.

By advancing AI, autonomy, automation, and robotics, we are helping customers operate more efficiently and achieve stronger returns. For example, our award-winning combine and corn header automation both use AI and sensors to optimize performance, simplify operations, and boost productivity.

In 2025, we accelerated the integration of our technologies across new product launches. Our latest marquee tractors — now extending up to 785 rated horsepower — deliver enhanced connectivity and integrate with our FieldOps™ digital platform. Additionally, our collaboration with Starlink will increase connectivity, ensuring technology accessibility for customers in remote and underserved regions.

-iv-

AI ACROSS PRODUCTS, PEOPLE AND PROCESSES

AI is now driving productivity and value across our business. It is embedded in our equipment, strengthens dealer and customer support, and improves operational efficiency enterprise-wide.

AI has already reduced costs — improving R&D spend effectiveness, reducing service resolution times, and strengthening our supply chain and Parts & Service operations. We invested more than $750 million in R&D in 2025, with 23% dedicated to Precision Technology, where AI is a critical enabler.

Across our dealer network, AI-driven tools are improving uptime and simplifying diagnostics. Our AI Tech Assistant delivers near instant diagnostics support, while our visual parts search enables rapid and accurate parts identification. These capabilities enhance decision quality and deepen the value we deliver to customers and dealers. And it’s only the start as we see substantial opportunities ahead to increase productivity and deliver better customer offers through AI.

BUILDING WORKFORCE CAPABILITY FOR THE FUTURE

In a period of rapid technological and market change, our workforce is a critical asset. Our refreshed capability framework emphasizes skills-based development, strategic workforce planning, and data-informed talent decisions — all aligned to the needs of our customers and business.

We strengthened our Global Leadership Team in 2025 with appointments across Finance, HR, IT, Communications, and regional Agriculture leadership. These reinforce the governance needed to execute our strategy with speed and accountability.

DISCIPLINE TO DRIVE LONGEVITY

As we advance our Path to 2030, we remain clear-eyed about the environment ahead. Farmers continue to face lower commodity prices, higher input costs, and ongoing trade uncertainty, while global retail Agriculture demand is expected to soften further. In Construction, demand is projected to remain broadly stable, with variation across end markets.

-v-

We expect 2026 to represent the trough of the current agriculture cycle, and we are protecting profitability through cost discipline, structural improvements, and channel inventory reductions. These actions not only strengthen our performance today but position CNH to capture benefits when markets normalize.

The long‑term fundamentals of agriculture remain compelling – rising global food demand, finite arable land, and the growing dependence on technology to produce more with less. Many large‑scale agriculture operations are also increasingly sourcing construction equipment for everyday land prep, irrigation work, and infrastructure on their operations. That crossover gives CNH scale and advantage.

Thank you for your continued support, trust, and engagement. And to our employees — thank you for the passion and ingenuity you bring to your work every day. You are essential to delivering progress and fulfilling our commitments.

Indications for the 2026 Annual General MeetingYou are cordially invited you to the CNH Industrial N.V. (“CNH”) Annual General Meeting. It will be held on May 8, 2026, 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 75 to 79 of this Notice of Meeting and Proxy Statement.

-vi-

TABLE OF CONTENTS

-vii-