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CNH Industrial N.V.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

CNH$11.56+2.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:001-36085

(Exact name of registrant as specified in its charter)

Netherlands98-1125413
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom
(Address of principal executive offices)

Registrant's telephone number including area code: +44 2079 251964

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, par value €0.01CNHNew York Stock Exchange
3.850% Notes due 2027CNH27New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ Yes o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yesþ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yesþ No

The aggregate quoted market price of common shares of the registrant held by non-affiliates at June 30, 2025 was approximately $11.5 billion. At January 31,2026, there were 1,240,946,574 common shares, par value €0.01 per share, of the registrant outstanding.

Documents Incorporated By Reference

Portions of the Registrant's Proxy Statement for its 2026 Annual General Meeting of Shareholders ("Proxy Statement") are incorporated by reference into Part III of this Form 10-K.

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 2025

Table of ContentsPage
PART I
Item 1Business4
Item 1ARisk Factors17
Item 1BUnresolved Staff Comments32
Item 1CCybersecurity32
Item 2Properties33
Item 3Legal Proceedings34
Item 4Mine Safety Disclosures35
PART II
Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36
Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations37
Item 7AQuantitative and Qualitative Disclosures About Market Risk37
Item 8Financial Statements and Supplementary Data39
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure39
Item 9AControls and Procedures40
Item 9BOther Information41
Item 9CDisclosures Regarding Foreign Jurisdictions that Prevent Inspections42
PART III
Item 10Directors, Executive Officers and Corporate Governance43
Item 11Executive Compensation43
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters43
Item 13Certain Relationships and Related Transactions and Director Independence43
Item 14Principal Accountant Fees and Services43
Part IV
Item 15Exhibits and Financial Statement Schedules44
Signatures47
Management's Discussion and Analysis of Financial Condition and Results of Operations48
CNH Industrial N.V. and Subsidiaries Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 34)67
Consolidated Statements of Operations69
Consolidated Statements of Comprehensive Income70
Consolidated Balance Sheets71
Consolidated Statements of Cash Flows73
Consolidated Statements of Changes in Equity74
Notes to the Consolidated Financial Statements75
ContentsView on SEC.gov

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