CAT

• Profit per share was $7.77, and adjusted profit per share was $8.17, compared to $4.62 and $4.72, respectively, in Q2 2025.
• Operating profit margin was 20.9% (adjusted 21.9%), up from 17.3% (adjusted 17.6%) in Q2 2025.
• The company deployed $2.2 billion for share repurchases and dividends in the quarter.
• Segment sales increased across all three primary segments: Power & Energy up 17%, Construction Industries up 35%, and Resource Industries up 20%.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The dividend represents an increase of 12 cents (8%) from the previous quarterly dividend of $1.51 per share.
• At the 2026 Annual Shareholders Meeting held June 10, 2026, all 10 director nominees were elected, and shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026.
• Shareholders approved the advisory executive compensation proposal, but rejected a shareholder proposal to permit action by written consent.
• The company expects to continue returning substantially all Machinery, Power & Energy free cash flow to shareholders through dividends and share repurchases.

5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Profit per share was $5.47, and adjusted profit per share was $5.54, compared with $4.20 and $4.25, respectively, in Q1 2025.
• Operating profit margin was 17.7% (18.0% adjusted), down from 18.1% (18.3% adjusted) a year ago.
• The company deployed $5.7 billion for share repurchases and dividends in the quarter.
• Segment sales rose across all three primary segments: Construction Industries +38%, Power & Energy +22%, and Resource Industries +4%.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On April 7, 2026, Caterpillar's board decided to nominate Lynn Good for election at the 2026 Annual Meeting of Shareholders.
• If elected, Lynn Good's appointment as director will be effective August 1, 2026.
• The report was filed on April 13, 2026, and signed by Chief Legal Officer Derek Owens.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• On April 7, 2026, Caterpillar's Board appointed Kyle Epley as Chief Financial Officer, effective May 1, 2026.
• Epley, 53, has been with Caterpillar since 1996 and currently serves as senior vice president of Global Finance Services Division.
• Epley's annual salary will increase to $930,500, his Annual Incentive Plan target is set at 115% of base salary, and he received a long-term incentive grant with a fair value of $1.8 million.
• Bonfield's retirement follows eight years with the company and a period of record financial performance, including 2025 full-year sales and revenues of $67.6 billion.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• It discloses unaudited segment and geographic financial information for the fiscal year ended December 31, 2025.
• The data covers operating segments including Construction Industries, Resource Industries, Power & Energy, and Financial Products.
• Geographic breakdowns include North America, Latin America, EMEA, and Asia Pacific.
• The filing is supplemental and not part of the company's audited financial statements.

8.01 Other Events

• Fourth-quarter 2025 profit per share was $5.12; adjusted profit per share was $5.16.
• Full-year 2025 sales and revenues were $67.6 billion, up 4% from $64.8 billion in 2024; full-year profit per share was $18.81, adjusted $19.06.
• Fourth-quarter 2025 operating profit margin was 13.9%, down from 18.0% in the prior-year quarter; adjusted operating profit margin was 15.6% versus 18.3%.
• Full-year 2025 enterprise operating cash flow was $11.7 billion; the company ended the year with $10.0 billion of enterprise cash and deployed $7.9 billion for share repurchases and dividends.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• CEO Joseph E. Creed will assume the role of Chairman of the Board on the same date.
• The Board will shrink from ten to nine directors effective April 1, 2026.
• Debra L. Reed-Klages will continue as lead independent director.
• The Board also adopted amended and restated Bylaws changing the title 'Presiding Director' to 'Lead Independent Director.'

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits