What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-14 · 39 added, 33 removed, 205 unchanged (26% of the section changed)

9 unchanged sentences

Other Information.

During the three months ended December 31, 2024, none of the company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

On August 28, 2025 , Andrew R.J.

Bonfield , Chief Financial Officer of the Company, entered into a Rule 10b5-1 sales plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

The sales plan will be in effect until the earlier of (1) November 13, 2026 and (2) the date on which an aggregate of 20,000 shares of our common stock have been sold under the plan.

On November 21, 2025 , Joseph E.

Creed , Chief Executive Officer of the Company, entered into a Rule 10b5-1 sales plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

The sales plan will be in effect until the earlier of (1) March 5, 2026 and (2) the date on which an aggregate of 2,500 shares of our common stock have been sold under the plan.

Disclosure Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

54 unchanged sentences

3.1 Restated Certificate of Incorporation, effective February 3, 2021 (incorporated by reference from Exhibit 3.2 to the Company's Form 8-K filed February 9, 2021)

3.2 Bylaws amended and restated as of June 8, 2022 (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed June 14, 2022)

3.2 Bylaws amended and restated as of January 6, 2026 (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 6, 2026)

4.1 Indenture dated as of May 1, 1987, between Caterpillar Inc.

16 unchanged sentences

4.11 Form of 4.75% Senior Note due 2064 (incorporated by reference from Exhibit 4.3 to the Company's Current Report on Form 8-K, filed on May 8, 2014)

4.12 Form of 4.75% Senior Note due 2064 (incorporated by reference from Exhibit 4.3 to the Company's Current Report on Form 8-K, filed on May 8, 2014)

4.12 Form of 2.600% Senior Note due 2029 (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K filed September 19, 2019)

3 unchanged sentences

4.16 Form 1.900% Senior Notes due 2031 (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 12, 2021)

4.17 Form of 5.200% Senior Note due 2035 (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 15, 2025)

4.18 Form of 5.500% Senior Note due 2055 (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed May 15, 2025)

4.19 Description of Securities (incorporated by reference from Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019)

65 unchanged sentences

as Japan Local Currency Agent (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 3, 2025 )

10.40 Local Currency Addendum to the 2024 364-Day Facility dated August 29, 2024, among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 4, 2024)

10.40 CIF Local Currency Addendum to the 2025 364-Day Facility dated August 28, 2025, among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 3, 2025)

10.41 CIF LUX Local Currency Addendum to the 2025 364-Day Facility dated August 28, 2025, among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.

3 to the Company's Current Report on Form 8-K filed September 3, 2025)

10.42 Japan Local Currency Addendum, dated as of August 28, 2025, to the Credit Agreement (2025 364-Day Facility) (incorporated by reference from Exhibit 10.4 to the Company's Current Report on Form 8-K filed September 3, 2025)

10.42 Third Amended and Restated Credit Agreement (3-Year Facility) dated September 1, 2022, among the Company, Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha, certain financial institutions named therein, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and MUFG Bank, LTD., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed September 6, 2022)

10.43 Local Currency Addendum to the 3-Year Facility dated September 1, 2022, among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed September 6, 2022)

10.44 Japan Local Currency Addendum to the 3-Year Facility dated September 1, 2022, among Caterpillar Financial Services Corporation, Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks named therein, Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.6 to the Company’s Current Report on Form 8-K filed September 6, 2022)

10.45 Amendment No.

1 to Third Amended and Restated Credit Agreement (3-Year Facility) dated August 31, 2023 (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed September 1, 2023)

10.46 Amendment No.

2 to Third Amended and Restated Credit Agreement (3-Year Facility) dated August 29, 2024 (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed September 4, 2024)

10.47 Third Amended and Restated Credit Agreement (5-Year Facility) dated September 1, 2022, among the Company, Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha, certain financial institutions named therein, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and MUFG Bank, LTD., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.7 to the Company’s Current Report on Form 8-K filed September 6, 2022)

10.48 Local Currency Addendum to the Five-Year Facility dated September 1, 2022, among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed September 6, 2022)

10.49 Japan Local Currency Addendum to the 5-Year Facility dated September 1, 2022, among Caterpillar Financial Services Corporation, Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks named therein, Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed September 6, 2022)

10.50 Amendment No.

1 to Third Amended and Restated Credit Agreement (5-Year Facility) dated August 31, 2023 (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed September 1, 2023)

10.51 Amendment No.

2 to Third Amended and Restated Credit Agreement (5-Year Facility) dated August 31, 2024 (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed September 4, 2024)

10.43 Fourth Amended and Restated Credit Agreement (3-Year Facility) dated August 28, 2025 , among the Company, Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha, certain financial institutions named therein, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and MUFG Bank, LTD., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.

5 to the Company’s Current Report on Form 8-K filed September 3, 2025 )

10.44 CIF Local Currency Addendum to the 3-Year Facility dated August 28, 2025 , among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.

6 to the Company’s Current Report on Form 8-K filed September 3, 2025 )

10.45 CIF LUX Local Currency Addendum to the 3-Year Facility dated August 28, 2025, among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.

7 to the Company’s Current Report on Form 8-K filed September 3, 2025)

10.46 Japan Local Currency Addendum to the 3-Year Facility dated August 28, 2025 , among Caterpillar Financial Services Corporation, Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks named therein, Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.

8 to the Company’s Current Report on Form 8-K filed September 3, 2025 )

10.47 Fourth Amended and Restated Credit Agreement (5-Year Facility) dated August 28, 2025 , among the Company, Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company and Caterpillar Finance Kabushiki Kaisha, certain financial institutions named therein, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as Local Currency Agent, and MUFG Bank, LTD., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.

9 to the Company’s Current Report on Form 8-K filed September 3, 2025 )

10.48 CIF Local Currency Addendum to the Five-Year Facility dated August 28, 2025 , among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.

10 to the Company’s Current Report on Form 8-K, filed September 3, 2025 )

10.49 CIF LUX Local Currency Addendum to the Five-Year Facility dated August 28, 2025, among Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, the Local Currency Banks named therein, Citibank, N.A., as Agent, and Citibank Europe plc, UK Branch, as Local Currency Agent (incorporated by reference from Exhibit 10.1 1 to the Company’s Current Report on Form 8-K, filed September 3, 2025)

10.50 Japan Local Currency Addendum to the 5-Year Facility dated August 28, 2025 , among Caterpillar Financial Services Corporation, Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks named therein, Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent (incorporated by reference from Exhibit 10.

12 to the Company’s Current Report on Form 8-K, filed September 3, 2025 )

10.51 Caterpillar Inc.

6 unchanged sentences

10.56 Form of Performance-Based Restricted Stock Unit Award pursuant to the 2014 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)*

10.57 First Amended and Restated Aircraft Time Sharing Agreement, dated as of April 28, 2025 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025)*

10.58 Aircraft Time Sharing Agreement, dated as of May 7, 2025 (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025)*

19 Caterpillar Inc.

26 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Chairman of the Board

and Chief Executive Officer

February 14, 2025 /s/ D.

James Umpleby III

Chief Executive Officer and Director

February 13, 2026 /s/ Joseph E.

February 13, 2026 /s/ Andrew R.J.

Bonfield Chief Financial Officer

Chief Financial Officer

February 13, 2026 /s/ William E.

Schaupp Vice President and

Vice President and

Chief Accounting Officer

February 14, 2025 /s/ Daniel M.

Dickinson Director

February 13, 2026 /s/ D.

James Umpleby III

Executive Chairman

James Umpleby III

February 13, 2026 /s/ James C.

February 14, 2025 /s/ Gerald Johnson Director

February 13, 2026 /s/ Gerald Johnson

Gerald Johnson

February 13, 2026 /s/ Nazzic S.

Keene Director

February 13, 2026 /s/ David W.

MacLennan Director

February 13, 2026 /s/ Judith F.

Marks Director

February 13, 2026 /s/ Debra L.

Reed-Klages Presiding Director

Lead Independent Director

February 13, 2026 /s/ Susan C.

Schwab Director

February 13, 2026 /s/ Rayford Wilkins, Jr.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures