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~~June 212, 2025

CNH Industrial Capital LLC

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-55510 (Commission File Number)	39-1937630 (IRS Employer Identification No.)

5729 Washington Avenue Racine, Wisconsin (Address of principal executive offices)		53406 (Zip Code)

(262) 636-6011
(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 8.01 of this Current Report on Form 8-K, including Exhibits 4.1 and 4.2 hereto, is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On ~~March~~ June 212, 2025, CNH Industrial ~~Capital~~N.V. ~~LLC,~~ issued a press release announcing that its indirect wholly- owned subsidiary, of CNH Industrial NCapital Canada Ltd.V. (“CNH Capital Canada”), ~~completed~~ ~~its~~priced ~~previously announced offering of~~ Cdn$500 million in aggregate principal amount of CNH Capital Canada’s 43.~~750~~75% notes due ~~2028~~2029. ~~(the~~The ~~“Notes”)~~notes are ~~with~~being anoffered ~~issue~~on ~~price~~a ofprivate ~~99.658%,~~placement ~~pursuant~~basis to ancertain ~~Underwriting~~accredited ~~Agreement,~~investors ~~dated~~in ~~March 18,~~each ~~2025,~~of ~~among~~the ~~CNH~~provinces ~~Capital,~~of Canada. Interest on the ~~Guarantors~~notes ~~(as~~will ~~defined~~be ~~below)~~paid on June 5 and ~~BNP~~December ~~Paribas~~5 ~~Securities~~of ~~Corp.~~each year, ~~BofA~~commencing ~~Securities~~on December 5, ~~Inc~~ 2025., ~~Deutsche~~The ~~Bank~~notes ~~Securities~~will ~~Inc.~~be ~~and~~guaranteed ~~Goldman~~by ~~Sachs & Co.~~CNH Industrial Capital LLC, asCNH ~~representatives~~Industrial ofCapital ~~the~~America ~~several~~LLC ~~underwriters~~and ~~named~~New inHolland ~~Schedule~~Credit ICompany, ~~thereto~~LLC, ~~(the~~each ~~“Underwriting~~a ~~Agreement”).~~wholly ~~The~~owned ~~Notes and~~subsidiary ~~the~~of ~~related~~CNH ~~guarantees~~Industrial ~~were~~N.V. ~~offered~~The net ~~and~~proceeds ~~sold~~of ~~under~~the aoffering ~~registration~~are ~~statement~~intended onto ~~Form S-3ASR~~be ~~(Registration~~added ~~Nos.~~to ~~333-285756,~~CNH ~~333-285756-01, 333-285756-02),~~Capital ~~filed~~Canada’s ~~with~~general ~~the~~funds ~~Securities~~ and ~~Exchange~~used ~~Commission~~for ~~(the~~working ~~“SEC”)~~capital onand ~~March 12,~~other general ~~2025~~corporate ~~(the~~purposes, ~~“Registration Statement”).~~including, ~~CNH~~among ~~Capital~~other ~~and~~things, the ~~Guarantors~~purchase ~~have~~of ~~also~~receivables ~~filed~~or ~~with~~other ~~the~~assets ~~SEC a~~in ~~prospectus~~the ~~supplement,~~ordinary ~~dated~~course ~~March 18,~~of ~~2025, together with the~~business. ~~accompanying~~The ~~prospectus,~~net ~~dated~~proceeds ~~March 12,~~may ~~2025,~~also inbe ~~connection~~applied ~~with~~to ~~the~~repay ~~offering~~CNH ofCapital ~~the~~Canada’s ~~Notes~~indebtedness ~~and~~as ~~the~~it ~~related~~becomes ~~guarantees~~due.

The ~~Notes~~ ~~were~~notes ~~issued~~and ~~pursuant~~the related toguarantees anare ~~Indenture,~~being ~~dated~~offered ~~July 2,~~in ~~2020~~a ~~(the~~private ~~“Indenture”),~~placement ~~among~~to ~~CNH~~certain ~~Capital,~~non-U.S. ~~CNH~~persons ~~Industrial Capital~~in ~~America~~transactions ~~LLC~~outside ~~and~~of ~~New~~the ~~Holland~~United ~~Credit~~States ~~Company,~~in reliance ~~LLC~~on ~~(together~~Regulation ~~with~~S ~~CNH~~under ~~Industrial~~the ~~Capital~~Securities ~~America~~Act ~~LLC~~of 1933, as amended (the “~~Guarantors~~Securities Act”) . The Notes and ~~Citibank~~related guarantees have not been, ~~N.A.~~and will not be, asregistered ~~trustee~~under (the ~~“Trustee”),~~Securities ~~and~~Act anor ~~Officers’~~the ~~Certificate~~securities laws of ~~the~~any ~~Company,~~other ~~dated~~jurisdiction ~~March 21,~~and ~~2025,~~may only be offered ~~pursuant~~or tosold ~~Sections~~in ~~2.01~~the ~~and~~United ~~3.01~~States ofin transactions that are exempt from the ~~Indenture~~registration (requirements of the ~~“Officers’~~Securities ~~Certificate”)~~Act and applicable state securities laws.

~~The Notes~~A ~~bear~~copy ~~interest at a rate~~ of ~~4.750%~~the ~~per~~press ~~annum~~release ~~and~~is ~~mature~~attached onas ~~March~~Exhibit ~~21, 2028~~99. ~~Interest on the Notes will be payable semi-annually~~1 ~~on March 21 and September 21 of each year, commencing on September 21, 2025,~~ to ~~the~~this ~~holders~~Current ofReport ~~record of such Notes at the close of business~~ on ~~March~~Form 78-K ~~or September 7, respectively, preceding such interest payment date. The Indenture contains covenants that limit, among other things: (i) the ability of CNH Capital~~ and ~~its~~incorporated ~~restricted~~herein ~~subsidiaries~~by to incur secured debt or enter into sale and leaseback transactions; and (ii) the ability of CNH Capital and the Guarantors to consolidate, merge, convey, transfer or lease all or substantially all of their respective properties and assetsreference. ~~These covenants are subject to important exceptions and limitations.~~

~~The Notes~~Safe ~~will~~Harbor beStatement ~~redeemable,~~Under at the ~~option~~Private ofSecurities ~~CNH~~Litigation ~~Capital, in whole or in part at any time and from time to time, at a redemption price equal~~Reform toAct ~~the greater~~ of (i) the make-whole amount set forth in the Officers’ Certificate and (ii) 100% of the principal amount thereof, plus, in either case, accrued and unpaid interest, if any, thereon to the redemption date.1995

~~The description~~This ~~set~~Current ~~forth~~Report ~~above~~on isForm 8-K, ~~qualified~~including Exhibit 99.1, incontains ~~its~~“forward-looking ~~entirety~~statements” bywithin the ~~Underwriting~~meaning ~~Agreement,~~of the ~~Officers’~~Private ~~Certificate,~~Securities ~~the~~Litigation ~~form~~Reform Act of ~~the~~1995. ~~Notes~~All ~~and~~statements ~~the~~other ~~Indenture.~~than ~~Copies~~statements of ~~the~~historical ~~Underwriting~~fact ~~Agreement,~~contained ~~the~~herein ~~Officers’~~are ~~Certificate~~forward-looking ~~and~~statements. ~~the~~These ~~form~~forward-looking statements ofmay ~~the~~include ~~Notes~~terminology ~~are~~such ~~attached hereto~~ as ~~Exhibits~~“may,” ~~1.1~~“will,” ~~4.1~~“expect,” ~~and~~“could,” ~~4.2~~“should,” “intend,” ~~respectively~~“estimate,” ~~and~~“anticipate,” ~~incorporated~~“believe,” ~~herein~~“outlook,” by“continue,” “remain,” ~~reference~~“on track,” “design,” “target,” “objective,” “goal,” or similar terminology. The forward-looking statements involve risks and ~~the~~uncertainties ~~Indenture~~that ~~(which~~could ~~contains~~cause ~~the~~actual ~~form~~results ofto differ (possibly materially) from such forward-looking statements, including the ~~guarantees)~~risks ~~was~~and ~~filed~~uncertainties asdiscussed ~~Exhibit 4~~in our recent filings with the SEC.3 We tocan give no assurance that the ~~Current~~expectations ~~Report~~reflected onin ~~Form 8~~such forward-Klooking ~~filed~~statements onwill ~~July 2,~~prove ~~2020~~to be correct. We undertake no obligation to update or revise publicly any forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
Exhibit 1.1		Underwriting Agreement, dated March 18, 2025, among CNH Capital, the Guarantors and BNP Paribas Securities Corp., BofA Securities, Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.
Exhibit 99.1		Press Release “Pricing of CNH Industrial Capital Canada Ltd. Cdn$500 million notes” dated June 2, 2025.
Exhibit 4.1		Officers’ Certificate, dated as of March 21, 2025.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
Exhibit 4.2		Form of 4.750% Note due 2028 (included in Exhibit 4.1).
Exhibit 5.1		Opinion of Sullivan & Cromwell LLP.
Exhibit 23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
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 CAPITAL LLC
Date: March 21, 2025	By:	/s/ Daniel Willems Van Dijk
Date: June 2, 2025	By:	/s/ Daniel Willems Van Dijk
		Daniel Willems Van Dijk
		Chief Financial Officer

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