New insider Exor N.V. claimed ownership of 366,927,900 shares and claimed ownership of 366,927,900 units of Special Voting Shares (SEC Form 3)
$CNH
Construction/Ag Equipment/Trucks
Industrials
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
CNH Industrial N.V. [ CNHI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 366,927,900(1) | D | |
| Special Voting Shares | 366,927,900(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported common shares are held directly by Exor N.V., which in turn is controlled by Giovanni Agnelli B.V., which is an indirect beneficial owner of the reported common shares. |
| 2. The reported special voting shares are held directly by Exor N.V., which in turn is controlled by Giovanni Agnelli B.V., which is an indirect beneficial owner of the reported special voting shares. Each special voting share is entitled to one vote, therefore attributing, in effect, double voting rights to the common share to which it is associated. The special voting shares have only de minimis economic entitlements, in compliance with Dutch law. The special voting shares cannot be traded and are transferrable only in very limited circumstances together with the associated common shares. |
| Remarks: |
| As of June 30, 2024, the Issuer determined that it no longer qualified as a foreign private issuer, as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, effective as of January 1, 2025 (the "Effective Date"), the Issuer's officers, directors and principal shareholders became subject to Section 16 of the Exchange Act. The common shares and special voting shares reported under this Form 3 were held by the reporting person as of the Effective Date and, since the Effective Date, the reporting person has not acquired or disposed of any common shares or special voting shares of the Issuer. |
| Exor N.V., by: /s/ Guido de Boer, Title: Authorized Signatory | 09/09/2025 | |
| Giovanni Agnelli B.V., by: /s/ Guido de Boer, Title: Authorized Signatory | 09/09/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||