Caterpillar (CAT) 10-K risk factor changes: FY2024 vs FY2023

In addition to the factors discussed elsewhere in this report, the following are some of the important factors that, individually or in the aggregate, we believe could make our actual results differ materially from those described in any forward-looking [removed: statements.]

Catastrophic [removed: events, including global pandemics,] [added: events] could materially adversely affect our business, results of operations and/or financial condition.

[removed: For example, a pandemic had] [added: Pandemics can have] a significant impact around the world, prompting governments and businesses to take unprecedented measures in response.

Such measures [removed: included] [added: could include] travel bans and restrictions, quarantines, shelter in place orders and shutdowns.

Those measures [removed: impacted or] could [removed: again] impact all or portions of our workforce and operations and the operations of our customers, dealers and suppliers.

[removed: Current material] [added: Material] and component shortages, logistics constraints and labor inefficiencies [removed: limited and or] could [removed: continue to] limit our ability to meet customer demand, which could have a material adverse effect on our business, results of operations and/or financial condition.

[removed: Pandemics] [added: These catastrophic events] can significantly increase economic and customer demand uncertainty, cause inflationary pressure in the U.S. and elsewhere and lead to volatility in customer demand for the Company’s products and services and cause supply chain disruptions.

Economic uncertainties could [removed: continue to] affect customer demand for the Company’s products and services, the value of the equipment financed or leased, the demand for financing and the financial condition and credit risk of our dealers and customers.

[removed: Increases in the prices of such commodities would increase our costs, negatively impacting our business, results of operations and financial] condition if we are unable to fully offset the effect of these increased costs through price increases, productivity improvements, cost reduction programs or hedging programs.

Operating these information technology systems and networks and processing and maintaining this data in a secure [removed: manner, is] [added: manner are] critical to our business operations and strategy.

Furthermore, changes in global economic conditions, including material cost increases and decreases in [removed: economic activity in] key markets we serve, and the success of plans to manage cost increases, inventory and other important elements of our business may significantly impact our ability to generate funds from operations.

Certain loans made by Cat Financial and various financing extended to Cat Financial are made at variable rates that use floating reference rates or indices, including the Secured Overnight Financing [removed: Rate, or SOFR, an index calculated by short-term repurchase agreements, backed by Treasury securities,as] [added: Rate (SOFR) as] a benchmark for establishing the interest rate.

[added: These covenants include maintaining a minimum consolidated net worth (defined as the consolidated shareholder’s equity including] preferred stock but excluding the pension and other post-retirement benefits balance within accumulated other comprehensive income (loss)), limitations on the incurrence of liens and [added: sales and leaseback transactions, restrictions on the transfer of] certain [added: property and certain] restrictions on consolidation and merger.

[removed: Cat Financial has also agreed under certain of these agreements] not to exceed a certain leverage ratio (consolidated debt to consolidated net worth, calculated (1) on a monthly basis as the average of the leverage ratios determined on the last day of each of the six preceding calendar months and (2) at each December 31), to maintain a minimum interest coverage ratio (calculated as (1) profit excluding income taxes, interest expense and net gain (loss) from interest rate derivatives to (2) interest expense calculated at the end of each fiscal quarter for the prior four consecutive fiscal quarter [removed: period] [added: period)] and not to terminate, amend or modify its support agreement with us.

These factors could significantly increase our payment obligations under the [removed: plans, and] [added: plans and,] as a result, adversely affect our business and overall financial condition.

Our global operations are subject to a [removed: wide-range] [added: wide range] of trade and anti-corruption laws and regulations.

statements.

Increases in the prices of such commodities would increase our costs, negatively impacting our business, results of operations and financial

Cat Financial has also agreed under certain of these agreements

We employ a liability-driven investment strategy, where the interest rate sensitivity of the pension investments and pension obligations are aligned to reduce funded status volatility.

Together with Cat Financial we created a cross-functional team that assesses risk across multiple categories as it relates to the use of floating reference rates or indices, such as SOFR, in securities, loans, derivatives, and other financial obligations or extensions of credit held by or due to us.

These covenants include maintaining a minimum consolidated net worth (defined as the consolidated shareholder’s equity including

Risk Factors of the [removed: 2023] [added: 2024] Form 10-K.

Highlights for the full-year [removed: 2023] [added: 2024] include:

- Sales and revenues for [removed: 2023] [added: 2024] were [removed: $67.060] [added: $64.809] billion, [removed: an increase] [added: a decrease] of [removed: $7.633] [added: $2.251] billion, or [removed: 13] [added: 3] percent, compared with [removed: $59.427] [added: $67.060] billion for [removed: 2022.][added: 2023.]

- Operating profit as a percent of sales and revenues was [removed: 19.3] [added: 20.2] percent in [removed: 2023,] [added: 2024,] compared with [removed: 13.3] [added: 19.3] percent in [removed: 2022.][added: 2023.]

Adjusted operating profit margin was [removed: 20.5] [added: 20.7] percent in [removed: 2023,] [added: 2024,] compared with [removed: 15.4] [added: 20.5] percent in [removed: 2022.][added: 2023.]

[removed: -] Profit per share for 2023 was $20.12, and excluding the items in the table below, [removed: adjusted] [added: adjusted] profit per [removed: share] [added: share] was $21.21.

[added: -] Profit per share for [removed: 2022] [added: 2024] was [removed: $12.64,] [added: $22.05,] and excluding the items in the table below, [removed: adjusted] [added: adjusted] profit per [removed: share] [added: share] was [removed: $13.84.][added: $21.90.]

A detailed reconciliation of GAAP to non-GAAP financial measures is included on [removed: page 47.][added: pages 47 - 48.]

| | | | | | | Full Year [removed: 2023] [added: 2024] | | | | | | | | | Full Year [removed: 2022] [added: 2023] | | | | | |

| Profit | | | | | | $ | [removed: 13,050] [added: 13,373] | | $ | [removed: 20.12] [added: 22.05] | | | | | $ | [removed: 8,752] [added: 13,050] | | $ | [removed: 12.64] [added: 20.12] | |

| [removed: Restructuring costs] [added: Restructuring costs] - Longwall divestiture | | | | | | [removed: 586] [added: —] | | | [removed: 1.14] [added: —] | | | | | | [removed: —] [added: 586] | | | [removed: —] [added: 1.14] | | |

| Other restructuring [added: (income)] costs | | | | | | [removed: 194] [added: 195] | | | [removed: 0.30] [added: 0.32] | | | | | | [removed: 299] [added: 194] | | | [removed: 0.43] [added: 0.30] | | |

| [removed: Mark-to-market] [added: Pension/OPEB mark-to-market] (gains) [removed: losses] [added: losses] | | | | | | [added: — | | | | | | — | | % | | | |] (97) | | | [removed: (0.14)] | | | [added: (26)] | | | [removed: (606)] | | | [removed: (0.91)] | | | [added: | | | (71) | | | | | | (0.14) | | |]

| Deferred tax valuation allowance adjustments | | | | | | — | | | [removed: (0.21)] [added: —] | | | | | | — | | | [removed: —] [added: (0.21)] | | |

| Goodwill impairment [added: charge] | | | | | | [added: — | | | | | |] — | | | [added: | | | 925 | | | | | | — | | | | | |] — | | | | | | 925 | | | [removed: 1.68] | | | [added: — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |]

| Adjusted profit | | | | | | $ | [removed: 13,733] [added: 13,578] | | $ | [removed: 21.21] [added: 21.90] | | | | | $ | [removed: 9,370] [added: 13,733] | | $ | [removed: 13.84] [added: 21.21] | |

- Enterprise operating cash flow was [removed: $12.9] [added: $12.0] billion in [removed: 2023.][added: 2024.]

Caterpillar ended [removed: 2023] [added: 2024] with [removed: $7.0] [added: $6.9] billion of enterprise cash.

Total sales and revenues for [removed: 2023] [added: 2024] were [removed: $67.060] [added: $64.809] billion, [removed: an increase] [added: a decrease] of [removed: $7.633] [added: $2.251] billion, or [removed: 13] [added: 3] percent, compared with [removed: $59.427] [added: $67.060] billion for [removed: 2022.][added: 2023.]

Profit was [removed: $10.335] [added: $10.792] billion in [removed: 2023,] [added: 2024,] compared with [removed: $6.705] [added: $10.335] billion in [removed: 2022.][added: 2023.]

In Asia Pacific, [removed: excluding] [added: outside of] China, we expect [removed: some softening in] [added: soft] economic [removed: conditions.][added: conditions to]

We anticipate China [removed: will] [added: to] remain at [removed: a] relatively low [removed: level in] [added: levels for] the excavator industry above 10-tons.

[removed: In addition, we] [added: We also] anticipate the ongoing benefit of our services initiatives will positively impact Construction Industries in [removed: 2024.][added: 2025.]

Customer product utilization remains high, the number of parked trucks remains [added: relatively] low, the age of the fleet remains [removed: elevated] [added: elevated,] and our autonomous solutions continue to [removed: have] [added: see] strong customer acceptance.

[removed: *Company] [added: *Full-Year 2025 Company] Trends and Expectations*

We do not expect a significant change in machine [removed: dealer inventories in 2024, compared to an increase] [added: dealer inventories] in [removed: 2023.][added: 2025.]

[removed: In Construction Industries, we do not expect dealer] [added: Dealer] inventory [added: decreased in 2024, compared] to [added: an] increase in [removed: 2024 as it did in] 2023.

In [removed: 2024,] [added: 2025,] we expect restructuring costs [removed: to be between $300] [added: of approximately $150] million [removed: and $450] [added: to $200] million and expect capital expenditures [removed: to be in the range] of [removed: $2.0 billion to] [added: about] $2.5 billion.

We [removed: expect] [added: anticipate] the [removed: global] annual effective tax rate, excluding discrete items, to be [removed: between 22.5] [added: 23.0] percent [removed: and 23.5 percent.][added: in 2025.]

[removed: We expect] [added: For] Construction [removed: Industries' sales to remain flat to slightly higher,] [added: Industries, we expect lower sales,] including [removed: favorable] [added: unfavorable] price realization.

[removed: Resource Industries' sales are expected] [added: The decrease was primarily due] to [removed: be] lower [removed: driven by lower] sales volume, partially offset by favorable price realization.

We [removed: do not] expect [removed: an] [added: machine dealer] inventory [added: to] increase [added: less during the first quarter of 2025] as compared to the [added: $1.1 billion] increase in the first quarter of [removed: 2023.][added: 2024.]

In [removed: Resource Industries,] [added: the first quarter of 2025,] we expect the profit impact from lower [added: machine] sales volume [added: and unfavorable machine price realization] to be partially offset by favorable price [removed: realization.][added: realization in Energy & Transportation.]

- Glossary of terms included on pages [removed: 35-37;] [added: 35 - 37;] first occurrence of terms shown in bold italics.

- Information on non-GAAP financial measures is included on [removed: page 47.][added: pages 47 - 48.]

[removed: ][added: ]

The chart above graphically illustrates reasons for the change in consolidated sales and revenues between [removed: 2022] [added: 2023] (at left) and [removed: 2023] [added: 2024] (at right).

Total sales and revenues for [removed: 2023] [added: 2024] were [removed: $67.060] [added: $64.809] billion, [removed: an increase] [added: a decrease] of [removed: $7.633] [added: $2.251] billion, or [removed: 13] [added: 3] percent, compared with [removed: $59.427] [added: $67.060] billion in [removed: 2022.][added: 2023.]

The increase was primarily due to favorable price [removed: realization and higher sales volume.][added: realization.]

[removed: The increase in] [added: Higher] sales volume was [added: mainly] driven by [removed: higher sales of equipment to end users, partially offset by] the impact from changes in dealer inventories.

| Restructuring (income) costs \- divestitures of certain non-U.S. entities | | | | | | 164 | | | 0.22 | | | | | | — | | | — | | |

| Pension/OPEB mark-to-market (gains) losses | | | | | | (154) | | | (0.23) | | | | | | (97) | | | (0.14) | | |

| Tax law change related to currency translation | | | | | | — | | | (0.46) | | | | | | — | | | — | | |

Profit per share was $22.05 in 2024, compared with profit per share of $20.12 in 2023.

The profit impact of lower sales volume was more than offset by favorable price realization and the absence of the impact of the divestiture of the company's Longwall business in 2023.

Our results continue to reflect the benefit of the diversity of our end markets.

In Construction Industries, we expect moderately lower sales of equipment to end users in North America in 2025 compared to 2024.

Construction spend in North America remains healthy, primarily driven by large, multi-year projects and government-related infrastructure investments supported by funding from the Infrastructure Investment and Jobs Act (IIJA).

Although we anticipate the combined non-residential and residential construction spend in 2025 to remain similar to 2024 levels, our current planning assumptions reflect lower demand for new equipment in 2025 as compared to 2024.

We also expect lower dealer rental fleet loading in 2025 compared to 2024, although dealer rental revenue is expected to grow.

We remain positive about the medium- and long-term outlook in North America.

continue into 2025.

In EAME, we anticipate that weak economic conditions in Europe will continue, and we anticipate a healthy level of construction activity in Africa and in the Middle East in 2025.

Construction activity in Latin America is expected to moderately decline in 2025 as compared to 2024.

In Resource Industries, we anticipate lower sales of equipment to end users in 2025 compared to 2024, partially offset by higher services revenues, including robust rebuild activity.

Customers continue to display capital discipline, although key commodities remain above investment thresholds.

In Energy & Transportation, demand is expected to remain strong in Power Generation, as we expect growth for both reciprocating engines and turbines and turbine-related services in 2025 as compared to 2024.

Overall strength in Power Generation, for both prime and backup power applications, continues to be driven by increasing energy demands to support data center growth related to cloud computing and generative artificial intelligence (AI).

Through continued focus on improving manufacturing efficiencies, along with initial stages of our investment to increase large engine output capability, we expect growth in reciprocating engines for Power Generation in 2025.

We also expect growth in turbines and turbine-related services for Power Generation, driven by increased customer demand.

For Oil and Gas, we expect moderate growth in 2025 as compared to 2024.

We expect reciprocating engines and services to be slightly down in 2025 due to continuing capital discipline by our customers, industry consolidation and efficiency improvements in our customers’ operations.

We expect growth for turbines and turbine-related services in Oil & Gas in 2025 as compared to 2024.

For turbines and turbine-related services used in Oil & Gas applications, backlog remains strong, and we see continued healthy order and inquiry activity.

Demand for products in Industrial applications in 2025 is expected to remain at a relatively low level, similar to 2024.

In Transportation, we anticipate growth in 2025, driven by rail services.

For the full-year 2025, we anticipate sales and revenues will be slightly lower compared to 2024, primarily driven by lower sales volume and unfavorable price realization.

We expect lower sales in Construction Industries and Resource Industries to be partially offset by higher sales in Energy & Transportation.

Services revenues increased in 2024, and we expect services revenues to grow across all three primary segments in 2025.

In Resource Industries, we anticipate slightly lower sales, driven by unfavorable price realization and slightly lower sales volume.

In 2025, we anticipate unfavorable price realization and higher depreciation costs.

We expect Other income (expense) to be unfavorable in 2025 as compared to 2024, primarily due to lower interest income as well as the absence of favorable foreign currency impacts.

We do not anticipate translation movements in our expectations.

*First-Quarter 2025 Company Trends and Expectations*

In the first quarter of 2025, we expect lower sales and revenues as compared to the first quarter of 2024, primarily due to the unfavorable impact from changes in machine dealer inventories and unfavorable machine price realization.

In a typical year, we see our lowest sales of the year in the first quarter.

In 2025, we anticipate that trend to continue but be more pronounced as sales in the first quarter should account for a lower percentage of full year sales than is typical, mainly due to our expectations for changes in dealer inventories and price realization for machines.

In Energy & Transportation, we expect normal seasonality with sales growing throughout the year.

In the first quarter of 2025 as compared to the first quarter of 2024, we anticipate lower sales in Construction Industries primarily due to lower sales of equipment to end users, an unfavorable impact from changes in dealer inventories and unfavorable price realization.

In Resource Industries, we expect lower sales primarily due to lower sales volume and unfavorable price realization.

Sales were higher across the three primary segments.

The increase was primarily due to favorable price realization and higher sales volume. Profit per share was $20.12 in 2023, compared with profit per share of $12.64 in 2022.

The increase was primarily due to favorable price realization, higher sales volume and the absence of a 2022 goodwill impairment charge related to the Rail division, partially offset by higher selling, general and administrative (SG&A) and research and development (R&D) expenses, unfavorable manufacturing costs, the impact of the divestiture of the company's Longwall business and lower mark-to-market gains for remeasurement of pension and other postemployment benefit (OPEB) plans.

Overall demand remains healthy across most of our end markets for our products and services.

In Construction Industries, we expect North America to remain healthy in 2024.

We expect non-residential construction in North America to remain at similar demand levels as 2023 due to government-related infrastructure investments.

Residential construction is expected to remain healthy relative to historical levels.

In EAME, we anticipate the region will be slightly down due to economic uncertainty in Europe, partially offset by continuing strong construction demand in the Middle East.

Construction activity in Latin America is expected to increase due to easing financial conditions.

In Resource Industries, in 2024, for both mining and heavy construction and quarry and aggregates, we anticipate lower sales volume compared to 2023, primarily due to off-highway and articulated trucks.

While we continue to see a high level of quoting activity overall, we anticipate lower order rates as customers display capital discipline.

We expect higher services revenues, including robust rebuild activity in 2024.

In Energy & Transportation, in Oil & Gas, we expect reciprocating engines and services to increase slightly in 2024 compared to 2023.

Well servicing in North America is showing some short-term moderation.

Gas compression order backlog remains healthy and we continue to remain optimistic about future demand.

Power Generation reciprocating engine demand is expected to remain strong due to continued data center growth.

Solar Turbines has a strong backlog and continues to experience robust quoting activity.

Industrial demand is expected to soften from a strong 2023.

In Transportation, we anticipate high-speed marine to increase slightly as customers continue to upgrade aging fleets.

For the full-year 2024, we anticipate sales and revenues will be broadly similar to 2023, supported by continued healthy underlying demand across most of our end markets for our products and services and slightly favorable price realization.

We anticipate another year of services growth in 2024.

In Construction Industries, sales of equipment to end users is expected to be broadly similar to 2023.

We also anticipate services initiatives will benefit the segment.

Resource Industries' sales in 2024 are expected to be lower, driven by lower sales volume primarily in off-highway and articulated trucks.

We also expect an unfavorable impact from changes in dealer inventories in Resource Industries.

In 2024, we expect services revenues will increase in Resource Industries.

Within Energy & Transportation in 2024, we expect slightly higher sales.

Power Generation, Oil & Gas and Transportation sales are expected to increase.

Industrial sales are expected to be lower compared to historically strong levels in 2023.

In 2024, we expect a small benefit from price realization during the first half of the year from price actions taken in the second half of 2023.

We expect price realization to modestly exceed manufacturing costs, with moderation throughout the year as we lap favorable price trends from 2023.

For 2024, we expect short-term incentive compensation expense to be about $1.2 billion, compared to $1.7 billion in 2023.

We expect the short-term incentive compensation expense benefit year over year to be offset by increases in SG&A/R&D expenses as we continue to invest in strategic initiatives aimed at future long-term profitable growth, such as services growth and technology, including autonomy, alternative fuels, connectivity and digital and electrification.

In addition, we anticipate an impact due to an unfavorable mix of products.

In the first quarter of 2024, we expect sales and revenues to be broadly similar to the first quarter of 2023.

We expect demand to remain healthy, but anticipate slightly lower machine dealer inventory build as compared to the first quarter of 2023.

We anticipate price realization will remain favorable.

In Energy & Transportation, we expect sales to be flat to slightly higher.

In the first quarter of 2024, we expect favorable price realization to more than offset unfavorable manufacturing costs.

We expect manufacturing costs to increase primarily due to cost absorption.

Information required by Item 7A appears in Note 1 — “Operations and summary of significant accounting policies,” Note [added: 2 — "Sales and revenue recognition," Note] 4 — “Derivative financial instruments and risk management,” Note [added: 7 — "Cat Financial financing activities," Note 11 — "Investments in debt and equity securities," and Note] 18 — “Fair value disclosures” [removed: and Note 19 — “Concentration] of [removed: credit risk” of] Part II, Item 8 “Financial Statements and Supplementary Data.” Other information required by Item 7A is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

With [removed: 2023] [added: 2024] sales and revenues of [removed: $67.060] [added: $64.809] billion, Caterpillar is the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives.

[removed: Machinery,] [added: 1.Machinery,] Energy & Transportation — Caterpillar Inc. and its subsidiaries, excluding Financial Products.

[removed: Financial] [added: 2.Financial] Products — Our finance and insurance subsidiaries, primarily Caterpillar Financial Services Corporation (Cat Financial) and Caterpillar Insurance Holdings Inc. (Insurance Services).

Other information about our operations in [removed: 2023,] [added: 2024,] including certain risks associated with our operations, is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our Construction Industries segment is primarily responsible for supporting customers using machinery in infrastructure and building [removed: construction.][added: construction applications.]

The majority of machine sales in this segment are made in the heavy and general construction, rental, quarry and aggregates and [removed: mining.][added: mining industries.]

The majority of Construction Industries' research and development spending in [removed: 2023] [added: 2024] focused on the next generation of construction machines.

The Resource Industries segment is primarily responsible for supporting customers using machinery in [removed: mining and] [added: mining,] heavy construction and quarry and aggregates.

| · electric rope shovels | | | | | | · large wheel loaders | | | | | | · [removed: soil] [added: landfill] compactors | | |

| · draglines | | | | | | · off-highway trucks | | | | | | · [removed: machinery components] [added: soil compactors] | | |

| · [removed: hydraulic shovels] [added: rotary drills] | | | | | | · articulated trucks | | | | | | · autonomous ready vehicles and solutions | | |

| · [removed: rotary drills] [added: hard rock vehicles] | | | | | | · wheel tractor scrapers | | | | | | · select work tools | | |

| · [removed: hard rock vehicles] [added: large track-type tractors] | | | | | | · wheel dozers | | | | | | · safety services and mining performance | | |

| · large [removed: track-type tractors] [added: mining trucks] | | | | | | · fleet management | | | | | | solutions | | |

The product and services portfolio includes reciprocating engines, generator sets, integrated systems and solutions, turbines and turbine-related services, electrified powertrain and zero-emission power sources and service solutions development, the remanufacturing of Caterpillar engines and components, remanufacturing services for other companies, diesel-electric locomotives and other rail-related products and services [removed: and] [added: as well as] product support of on-highway [removed: vocational trucks for North America.][added: engines.]

Principal global competitors include Cummins Inc., Deutz AG, Rolls-Royce Power Systems [added: AG] and Siemens Energy [removed: Global GmbH.][added: AG.]

Other competitors, such as Volvo Penta AB, FPT Industrial [added: SpA] (Iveco Group), [removed: INNIO,] [added: INNIO Group,] GE [removed: Vernova,] [added: Vernova Inc.,] Kawasaki Heavy Industries [removed: Energy Solution & Marine Engineering,] [added: Ltd.,] MAN Energy Solutions [added: SE] (VW), Weichai Power Co., Ltd., and other emerging market competitors compete in certain markets in which Caterpillar competes.

An additional set of competitors, including Aggreko plc, Generac [removed: Holdings, Kohler] [added: Holdings Inc., Rehlko] Energy, Baker Hughes Co., and others, are primarily packagers who source engines and/or other components from domestic and international suppliers and market products regionally and internationally through a variety of distribution channels.

In rail-related businesses, our global competitors include Wabtec [removed: Freight, The] [added: Corp,] Greenbrier Companies, [added: Inc.,] Voestalpine AG, [removed: and] Vossloh AG, Alstom SA, [removed: Siemens Mobility,] and [removed: CRRC Corp., LTD. We also compete with other companies on a more limited range of products, services and/or geographic regions.][added: Siemens Mobility A/S.]

Cat Financial is a wholly owned finance subsidiary of Caterpillar [removed: Inc.] [added: Inc.,] and it provides retail and wholesale financing alternatives to customers and dealers around the world for Caterpillar products and services, as well as financing for [removed: vehicles and] power generation facilities that, in most cases, incorporate Caterpillar products.

Retail financing is primarily comprised of installment sale contracts and other equipment-related loans, working capital loans, finance [removed: leases and] [added: leases,] operating [removed: leases.][added: leases, and revolving charge accounts.]

A significant portion of our activity is conducted in North [removed: America] [added: America,] and we have additional offices and subsidiaries in Latin America, Asia/Pacific, Europe and Africa.

For more information regarding match funding, please see Note 4 — “Derivative financial instruments and risk management” of Part II, Item 8 "Financial Statements and Supplementary Data." See also the risk factors associated with our financial products business included in Item [removed: 1 A. of this Form 10-K.][added: 1A.]

Caterpillar Insurance Company is licensed to conduct property and casualty insurance business in 50 states, the District of Columbia and [removed: Guam, and] [added: Guam and,] as such, is also regulated in those jurisdictions.

The State of Missouri acts as the lead regulatory [removed: authority] [added: authority,] and it monitors the financial status to ensure that it is in compliance with minimum solvency requirements, as well as other financial ratios prescribed by the National Association of Insurance Commissioners.

The employee benefits coverages include medical and accident [removed: coverages.][added: coverages, which are reported under its Class 2 insurance license, and life and disability coverages, which are reported under its Class B insurance license.]

The dollar amount of backlog believed to be firm was approximately [removed: $27.5] [added: $30.0] billion at December 31, [removed: 2023] [added: 2024] and [removed: $30.4] [added: $27.5] billion at December 31, [removed: 2022.][added: 2023.]

Of the total backlog at December 31, [removed: 2023,] [added: 2024,] approximately [removed: $5.8] [added: $8.0] billion was not expected to be filled in [removed: 2024.][added: 2025.]

We distribute our machines principally through a worldwide organization of dealers (dealer network), [removed: 43] [added: 41] located in the United States and [removed: 113] [added: 111] located outside the United States, serving [removed: 191] [added: 187] countries.

We sell the FG Wilson branded electric power generation systems through its worldwide network of [removed: 110] [added: 108] distributors covering [removed: 109] [added: 158] countries.

We are currently operating this Japanese dealer directly and we report its results in the All Other [removed: operating segment.][added: Segment.]

[removed: The company establishes prices to dealers after] receiving input from dealers on transactional pricing in the marketplace.

Our [removed: diversity and inclusion] [added: human capital management] principles are embedded in our values.

[removed: The health and safety of our employees is an important focus at Caterpillar, and we] [added: We] strive to continually reduce our recordable injuries utilizing programs that amplify our safety [removed: culture,] [added: culture] globally.

In [removed: 2023,] [added: 2024,] the Company achieved a recordable injury frequency rate of [removed: 0.40,] [added: 0.43,] compared to the [removed: 2022] [added: 2023] recordable injury frequency rate of [removed: 0.44.][added: 0.40.]

[removed: In addition, Caterpillar has refreshed our] [added: Our] safety [added: driven] strategy [removed: to enhance our focus] [added: is focused] on preventing serious injuries and [removed: to encourage] learning from those closest to the work.

Talent [removed: Development] and [removed: Training][added: Leadership Development]

In addition to our focus on values and safety, we strive to continually attract, develop, engage, and retain a high-performing [removed: diverse] global team that executes our enterprise strategy of long-term profitable growth.

Our leadership curriculums include [removed: managing for inclusion and] building resilient and high performing teams as core development principles.

We are committed to fostering [removed: a diverse workforce and] an inclusive environment [added: and a workforce] that is representative of the [removed: many] [added: diverse] customers and communities we serve around the globe.

| · hydraulic shovels | | | | | | · wide-body trucks | | | | | | · machinery components | | |

We also compete with other companies on a more limited range of products, services and/or geographic regions.

of this Form 10-K.

Compared with year-end 2023, the order backlog increased in Energy & Transportation, while Construction Industries and Resource Industries decreased.

The company establishes prices to dealers after

The health and safety of our employees is an important focus at Caterpillar.

Our Values In Action enable every individual to achieve their fullest potential and every team to help drive business success.

These principles guide us in our daily operating rhythm.

In addition, we make on-going investments in our team to develop employees and help individuals reach their full potential.

All employees have access to mentoring programs that connect participants with senior leaders and peers who can support their career goals and development.

Mentoring programs connect participants with senior leaders and peers who can support their career goals and development.

| | | | 2024 | | | | | | 2023 | | | | | |

| Total | | | 112,900 | | | | | | 113,200 | | | | | |

to be recovered from insurance companies or others.

1.

2.

| · large mining trucks | | | | | | · landfill compactors | | | | | | | | |

which are reported under its Class 2 insurance license and life and disability coverages, which are reported under its Class B insurance license.

Compared with year-end 2022, the order backlog decreased across the three primary segments.

We are committed to employee development and helping individuals reach their full potential, by making on-going investments in our team.

Diversity and Inclusion

Our strategic approach weaves diversity and inclusion seamlessly into the business, ensuring that the principles guide us in our daily operating rhythm.

| | | | 2023 | | | | | | 2022 | | | | | |

Costs are accrued

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| Common Stock ($1.00 par value) | | | CAT | | | New York Stock Exchange | | | [removed: (1)] | | |

As of June 30, [removed: 2023,] [added: 2024,] there were [removed: 510,143,097] [added: 484,898,116] shares of common stock of the Registrant outstanding, and the aggregate market value of the voting stock held by non-affiliates of the Registrant (assuming only for purposes of this computation that directors and executive officers may be affiliates) was approximately [removed: $125.0] [added: $160.3] billion.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: 499,377,269] [added: 477,932,024] shares of common stock of the Registrant outstanding.

| Part III | | | [removed: 2024] [added: 2025] Annual Meeting Proxy Statement (Proxy Statement) to be filed with the Securities and Exchange Commission (SEC) within 120 days after the end of the fiscal year. | | |

| [Part [removed: I](#if62afbcc003744b6b977a3d415e60ff6_10)] [added: I](#i1abb4ea399934c9cb5dd47156a7eb4dd_13)] | | | [Item [removed: 1.](#if62afbcc003744b6b977a3d415e60ff6_13)] [added: 1.](#i1abb4ea399934c9cb5dd47156a7eb4dd_16)] | | | [removed: [Business](#if62afbcc003744b6b977a3d415e60ff6_13)] [added: [Business](#i1abb4ea399934c9cb5dd47156a7eb4dd_16)] | | | [removed: [1](#if62afbcc003744b6b977a3d415e60ff6_10)] [added: [1](#i1abb4ea399934c9cb5dd47156a7eb4dd_13)] | | |

| | | | [Item [removed: 1A.](#if62afbcc003744b6b977a3d415e60ff6_25)] [added: 1A.](#i1abb4ea399934c9cb5dd47156a7eb4dd_28)] | | | [Risk [removed: Factors](#if62afbcc003744b6b977a3d415e60ff6_25)] [added: Factors](#i1abb4ea399934c9cb5dd47156a7eb4dd_28)] | | | [removed: [9](#if62afbcc003744b6b977a3d415e60ff6_25)] [added: [9](#i1abb4ea399934c9cb5dd47156a7eb4dd_28)] | | |

| | | | [Item [removed: 1B.](#if62afbcc003744b6b977a3d415e60ff6_28)] [added: 1B.](#i1abb4ea399934c9cb5dd47156a7eb4dd_31)] | | | [Unresolved Staff [removed: Comments](#if62afbcc003744b6b977a3d415e60ff6_28)] [added: Comments](#i1abb4ea399934c9cb5dd47156a7eb4dd_31)] | | | [removed: [19](#if62afbcc003744b6b977a3d415e60ff6_28)] [added: [19](#i1abb4ea399934c9cb5dd47156a7eb4dd_31)] | | |

| | | | [Item [removed: 1C.](#if62afbcc003744b6b977a3d415e60ff6_2653)] [added: 1C.](#i1abb4ea399934c9cb5dd47156a7eb4dd_34)] | | | [removed: [Cybersecurity](#if62afbcc003744b6b977a3d415e60ff6_2653)] [added: [Cybersecurity](#i1abb4ea399934c9cb5dd47156a7eb4dd_34)] | | | [removed: [19](#if62afbcc003744b6b977a3d415e60ff6_2653)] [added: [19](#i1abb4ea399934c9cb5dd47156a7eb4dd_34)] | | |

| | | | [Item [removed: 1D.](#if62afbcc003744b6b977a3d415e60ff6_31)] [added: 1D.](#i1abb4ea399934c9cb5dd47156a7eb4dd_37)] | | | [Information about our Executive [removed: Officers](#if62afbcc003744b6b977a3d415e60ff6_31)] [added: Officers](#i1abb4ea399934c9cb5dd47156a7eb4dd_37)] | | | [removed: [21](#if62afbcc003744b6b977a3d415e60ff6_31)] [added: [21](#i1abb4ea399934c9cb5dd47156a7eb4dd_37)] | | |

| | | | [Item [removed: 2.](#if62afbcc003744b6b977a3d415e60ff6_34)] [added: 2.](#i1abb4ea399934c9cb5dd47156a7eb4dd_40)] | | | [removed: [Properties](#if62afbcc003744b6b977a3d415e60ff6_34)] [added: [Properties](#i1abb4ea399934c9cb5dd47156a7eb4dd_40)] | | | [removed: [22](#if62afbcc003744b6b977a3d415e60ff6_34)] [added: [22](#i1abb4ea399934c9cb5dd47156a7eb4dd_40)] | | |

| | | | [Item [removed: 3.](#if62afbcc003744b6b977a3d415e60ff6_37)] [added: 3.](#i1abb4ea399934c9cb5dd47156a7eb4dd_43)] | | | [Legal [removed: Proceedings](#if62afbcc003744b6b977a3d415e60ff6_37)] [added: Proceedings](#i1abb4ea399934c9cb5dd47156a7eb4dd_43)] | | | [removed: [24](#if62afbcc003744b6b977a3d415e60ff6_37)] [added: [24](#i1abb4ea399934c9cb5dd47156a7eb4dd_43)] | | |

| | | | [Item [removed: 4.](#if62afbcc003744b6b977a3d415e60ff6_40)] [added: 4.](#i1abb4ea399934c9cb5dd47156a7eb4dd_46)] | | | [Mine Safety [removed: Disclosures](#if62afbcc003744b6b977a3d415e60ff6_40)] [added: Disclosures](#i1abb4ea399934c9cb5dd47156a7eb4dd_46)] | | | [removed: [24](#if62afbcc003744b6b977a3d415e60ff6_40)] [added: [24](#i1abb4ea399934c9cb5dd47156a7eb4dd_46)] | | |

| [Part [removed: II](#if62afbcc003744b6b977a3d415e60ff6_43)] [added: II](#i1abb4ea399934c9cb5dd47156a7eb4dd_49)] | | | [Item [removed: 5.](#if62afbcc003744b6b977a3d415e60ff6_46)] [added: 5.](#i1abb4ea399934c9cb5dd47156a7eb4dd_52)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if62afbcc003744b6b977a3d415e60ff6_46)] [added: Securities](#i1abb4ea399934c9cb5dd47156a7eb4dd_52)] | | | [removed: [24](#if62afbcc003744b6b977a3d415e60ff6_43)] [added: [24](#i1abb4ea399934c9cb5dd47156a7eb4dd_49)] | | |

| | | | [Item [removed: 6.](#if62afbcc003744b6b977a3d415e60ff6_49)] [added: 6.](#i1abb4ea399934c9cb5dd47156a7eb4dd_55)] | | | [removed: [\[Reserved\]](#if62afbcc003744b6b977a3d415e60ff6_49)] [added: [\[Reserved\]](#i1abb4ea399934c9cb5dd47156a7eb4dd_55)] | | | [removed: [26](#if62afbcc003744b6b977a3d415e60ff6_49)] [added: [26](#i1abb4ea399934c9cb5dd47156a7eb4dd_55)] | | |

| | | | [Item [removed: 7.](#if62afbcc003744b6b977a3d415e60ff6_52)] [added: 7.](#i1abb4ea399934c9cb5dd47156a7eb4dd_58)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if62afbcc003744b6b977a3d415e60ff6_52)] [added: Operations](#i1abb4ea399934c9cb5dd47156a7eb4dd_58)] | | | [removed: [27](#if62afbcc003744b6b977a3d415e60ff6_52)] [added: [27](#i1abb4ea399934c9cb5dd47156a7eb4dd_58)] | | |

| | | | [Item [removed: 7A.](#if62afbcc003744b6b977a3d415e60ff6_106)] [added: 7A.](#i1abb4ea399934c9cb5dd47156a7eb4dd_112)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if62afbcc003744b6b977a3d415e60ff6_106)] [added: Risk](#i1abb4ea399934c9cb5dd47156a7eb4dd_112)] | | | [removed: [52](#if62afbcc003744b6b977a3d415e60ff6_106)] [added: [53](#i1abb4ea399934c9cb5dd47156a7eb4dd_112)] | | |

| | | | [Item [removed: 8.](#if62afbcc003744b6b977a3d415e60ff6_109)] [added: 8.](#i1abb4ea399934c9cb5dd47156a7eb4dd_115)] | | | [Financial Statements and Supplementary [removed: Data](#if62afbcc003744b6b977a3d415e60ff6_109)] [added: Data](#i1abb4ea399934c9cb5dd47156a7eb4dd_115)] | | | [removed: [53](#if62afbcc003744b6b977a3d415e60ff6_109)] [added: [54](#i1abb4ea399934c9cb5dd47156a7eb4dd_115)] | | |

| | | | [Item [removed: 9.](#if62afbcc003744b6b977a3d415e60ff6_277)] [added: 9.](#i1abb4ea399934c9cb5dd47156a7eb4dd_283)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if62afbcc003744b6b977a3d415e60ff6_277)] [added: Disclosure](#i1abb4ea399934c9cb5dd47156a7eb4dd_283)] | | | [removed: [120](#if62afbcc003744b6b977a3d415e60ff6_277)] [added: [122](#i1abb4ea399934c9cb5dd47156a7eb4dd_283)] | | |

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| | | | [Item [removed: 9B.](#if62afbcc003744b6b977a3d415e60ff6_283)] [added: 9B.](#i1abb4ea399934c9cb5dd47156a7eb4dd_289)] | | | [Other [removed: Information](#if62afbcc003744b6b977a3d415e60ff6_283)] [added: Information](#i1abb4ea399934c9cb5dd47156a7eb4dd_289)] | | | [removed: [120](#if62afbcc003744b6b977a3d415e60ff6_283)] [added: [122](#i1abb4ea399934c9cb5dd47156a7eb4dd_289)] | | |

| | | | [Item [removed: 9C.](#if62afbcc003744b6b977a3d415e60ff6_286)] [added: 9C.](#i1abb4ea399934c9cb5dd47156a7eb4dd_292)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if62afbcc003744b6b977a3d415e60ff6_286)] [added: Inspections](#i1abb4ea399934c9cb5dd47156a7eb4dd_292)] | | | [removed: [120](#if62afbcc003744b6b977a3d415e60ff6_286)] [added: [122](#i1abb4ea399934c9cb5dd47156a7eb4dd_292)] | | |

| [Part [removed: III](#if62afbcc003744b6b977a3d415e60ff6_289)] [added: III](#i1abb4ea399934c9cb5dd47156a7eb4dd_295)] | | | [Item [removed: 10.](#if62afbcc003744b6b977a3d415e60ff6_292)] [added: 10.](#i1abb4ea399934c9cb5dd47156a7eb4dd_298)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#if62afbcc003744b6b977a3d415e60ff6_292)] [added: Governance](#i1abb4ea399934c9cb5dd47156a7eb4dd_298)] | | | [removed: [120](#if62afbcc003744b6b977a3d415e60ff6_289)] [added: [122](#i1abb4ea399934c9cb5dd47156a7eb4dd_295)] | | |

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| | | | [Item [removed: 12.](#if62afbcc003744b6b977a3d415e60ff6_298)] [added: 12.](#i1abb4ea399934c9cb5dd47156a7eb4dd_304)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if62afbcc003744b6b977a3d415e60ff6_298)] [added: Matters](#i1abb4ea399934c9cb5dd47156a7eb4dd_304)] | | | [removed: [121](#if62afbcc003744b6b977a3d415e60ff6_298)] [added: [123](#i1abb4ea399934c9cb5dd47156a7eb4dd_304)] | | |

| | | | [Item [removed: 13.](#if62afbcc003744b6b977a3d415e60ff6_301)] [added: 13.](#i1abb4ea399934c9cb5dd47156a7eb4dd_307)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if62afbcc003744b6b977a3d415e60ff6_301)] [added: Independence](#i1abb4ea399934c9cb5dd47156a7eb4dd_307)] | | | [removed: [121](#if62afbcc003744b6b977a3d415e60ff6_301)] [added: [124](#i1abb4ea399934c9cb5dd47156a7eb4dd_307)] | | |

| | | | [Item [removed: 14.](#if62afbcc003744b6b977a3d415e60ff6_304)] [added: 14.](#i1abb4ea399934c9cb5dd47156a7eb4dd_310)] | | | [Principal Accountant Fees and [removed: Services](#if62afbcc003744b6b977a3d415e60ff6_304)] [added: Services](#i1abb4ea399934c9cb5dd47156a7eb4dd_310)] | | | [removed: [122](#if62afbcc003744b6b977a3d415e60ff6_304)] [added: [124](#i1abb4ea399934c9cb5dd47156a7eb4dd_310)] | | |

| [Part [removed: IV](#if62afbcc003744b6b977a3d415e60ff6_307)] [added: IV](#i1abb4ea399934c9cb5dd47156a7eb4dd_313)] | | | [Item [removed: 15.](#if62afbcc003744b6b977a3d415e60ff6_310)] [added: 15.](#i1abb4ea399934c9cb5dd47156a7eb4dd_316)] | | | [Exhibits and Financial Statement [removed: Schedules](#if62afbcc003744b6b977a3d415e60ff6_310)] [added: Schedules](#i1abb4ea399934c9cb5dd47156a7eb4dd_316)] | | | [removed: [123](#if62afbcc003744b6b977a3d415e60ff6_307)] [added: [125](#i1abb4ea399934c9cb5dd47156a7eb4dd_313)] | | |

| | | | [Item [removed: 16.](#if62afbcc003744b6b977a3d415e60ff6_313)] [added: 16.](#i1abb4ea399934c9cb5dd47156a7eb4dd_319)] | | | [Form 10-K [removed: Summary](#if62afbcc003744b6b977a3d415e60ff6_313)] [added: Summary](#i1abb4ea399934c9cb5dd47156a7eb4dd_319)] | | | [removed: [127](#if62afbcc003744b6b977a3d415e60ff6_313)] [added: [129](#i1abb4ea399934c9cb5dd47156a7eb4dd_319)] | | |

(1) In addition to the New York Stock Exchange, Caterpillar common stock is also listed on stock exchanges in France and Switzerland.

Our cybersecurity program is overseen by our CIO, who has been a Caterpillar employee for [removed: nearly] [added: over] twenty-five years.

| Name and age | | | | | | Present Caterpillar Inc. position and date of initial election | | | | | | Principal positions held during the past five years [removed: if other than] [added: and/or] Caterpillar Inc. position [removed: currently] [added: most recently] held | | |

| D. James Umpleby III [removed: (65)] [added: (66)] | | | | | | Chairman of the Board (2018) and Chief Executive Officer (2017) | | | | | | Group President (2013-2016) | | |

| Andrew R.J. Bonfield [removed: (61)] [added: (62)] | | | | | | Chief Financial Officer (2018) | | | | | | Group Chief Financial Officer for a multinational electricity and gas utility company (2010-2018) | | |

| Bob De Lange [removed: (54)] [added: (55)] | | | | | | Group President (2017) | | | | | | Vice President (2015-2016), Worldwide Product Manager, Medium Wheel Loaders, (2013-2014) | | |

| Denise C. Johnson [removed: (57)] [added: (58)] | | | | | | Group President (2016) | | | | | | Vice President (2012-2016) | | |

| Joseph E. Creed [removed: (48)] [added: (49)] | | | | | | Chief Operating Officer (2023) | | | | | | Group President (2021-2023), Vice President, Oil & Gas and Marine Division (2019-2020), Interim Chief Financial Officer (2018), Vice President, Finance Services Division (2017), Group Chief Financial Officer, Energy and Transportation (2013-2016) | | |

| Anthony D. Fassino [removed: (53)] [added: (54)] | | | | | | Group President (2021) | | | | | | Vice President, Building Construction Products (2018-2020), Director of Worldwide Forestry Products (2016-2018) | | |

| Derek R. Owens [removed: (50)] [added: (51)] | | | | | | Chief Legal Officer and General Counsel (2023) | | | | | | Senior Vice President (2023), Deputy General Counsel (2021-2023), Associate General Counsel, Litigation & Investigations (2019-2021), Assistant United States Attorney, U.S. Attorney's Office of the Department of Justice (2005-2019) | | |

| Cheryl H. Johnson [removed: (63)] [added: (64)] | | | | | | Chief Human Resources Officer (2017) | | | | | | Executive Vice President of Human Resources for a global multi-industry aerospace, defense and industrial manufacturing company (2012-2017) | | |

| William E. Schaupp [removed: (52)] [added: (53)] | | | | | | Vice President and Chief Accounting Officer (2022) | | | | | | Finance Director, Global Finance Services Division [removed: (2021-2022)] [added: (2021-2022),] Vice President and Controller and Chief Accounting Officer of PPG Industries, Inc. (2018-2021) | | |

| Jason E. Kaiser [removed: (45)] [added: (47)] | | | | | | Group President (2024) | | | | | | Senior Vice President, Electric Power Division (2021-2023), General Manager, Electric Power Division (2019-2021), Product Manager, Electric Power Division (2016-2019) | | |

Item 1D.Information about our Executive Officers.

Item 1D.Executive Officers of the Registrant.

Our Financial Products business is headquartered in [removed: offices in] Nashville, Tennessee.

We operate parts distribution centers in the following locations: Arvin, California; Denver, Colorado; Miami, Florida; Atlanta, Georgia; Morton, Illinois; St. Paul, Minnesota; Clayton, Ohio; York, Pennsylvania; Waco, Texas; Spokane, Washington; Melbourne, Australia; Queensland, Australia; Grimbergen, Belgium; Piracicaba, Brazil; Shanghai, China; Sagami, Japan; San Luis Potosi, Mexico; Singapore, Republic of Singapore; [removed: Moscow, Russia;] Johannesburg, South Africa; and Dubai, United Arab Emirates.

| | | | | | | South Carolina: Sumter | | | | | | [removed: Germany: Lunen] [added: India: Thiruvallur] | | |

| | | | | | | [added: Wisconsin: South Milwaukee] | | | | | | Mexico: Acuna, Monterrey, Reynosa | | |

| | | | | | | California: San Diego | | | | | | Brazil: Curitiba, [removed: Hortolandia,] Piracicaba, Sete Lagoas | | |

| | | | | | | Oklahoma: Broken Arrow | | | | | | Italy: [removed: Pistoria] [added: Pistoia] | | |

| | | | | | | Texas: Denison | | | | | | Indonesia: Batam | | |

| | | | | | | Texas: Denison | | | | | | India: Thiruvallur | | |

| | | | | | | Wisconsin: South Milwaukee | | | | | | Indonesia: Batam | | |

Listing Information: Caterpillar common stock is listed on the New York Stock Exchange in the United [removed: States, and on stock exchanges in France and Switzerland.][added: States.]

Number of Shareholders: Shareholders of record at the end of [removed: 2023] [added: 2024] totaled [removed: 21,217,] [added: 20,191,] compared with [removed: 21,935] [added: 21,217] at the end of [removed: 2022.][added: 2023.]

Performance Graph: Total Cumulative Shareholder Return for Five-Year Period Ending December 31, [removed: 2023][added: 2024]

The graph below shows the cumulative shareholder return assuming an investment of $100 on December 31, [removed: 2018,] [added: 2019,] and reinvestment of dividends issued thereafter.

[removed: ][added: ]

| | | | [removed: | | | 2018 | | | | | |] 2019 | | | [removed: | | |] 2020 | | | [removed: | | |] 2021 | | | [removed: | | |] 2022 | | | [added: 2023] | | | [removed: 2023] [added: 2024] | | |

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 28] [added: 38] employee stock purchase plans (the “EIP Plans”) administered outside the United States for our non-U.S. employees, which had approximately [removed: 14,000] [added: 16,000] active participants in the aggregate.

During the fourth quarter of [removed: 2023,] [added: 2024,] approximately [removed: 78,000] [added: 57,000] shares of Caterpillar common stock were purchased by the EIP Plans pursuant to the terms of such plans.

| 1 In May 2022, the Board approved a share repurchase authorization (the 2022 Authorization) of up to $15.0 billion of Caterpillar common stock effective August 1, 2022, with no expiration. [added: In June 2024, the Board approved an additional share repurchase authorization (the 2024 Authorization) of up to $20.0 billion of Caterpillar common stock, effective June 12, 2024, with no expiration.] As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: $7.8] [added: $20.1] billion remained available under the [added: 2024 and] 2022 [removed: Authorization.] [added: Authorizations.] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2 Includes shares acquired pursuant to the accelerated share repurchase [removed: agreement] [added: agreements] entered into during the [removed: fourth quarter] [added: first and second quarters] of [removed: 2023.] [added: 2024, each of which settled in October 2024.] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Caterpillar Inc. | | | $ | 100.00 | | $ | 126.97 | | $ | 147.22 | | $ | 174.60 | | $ | 219.91 | | $ | 274.14 | |

| S&P 500 | | | $ | 100.00 | | $ | 118.40 | | $ | 152.39 | | $ | 124.79 | | $ | 157.59 | | $ | 197.02 | |

| S&P 500 Machinery | | | $ | 100.00 | | $ | 123.42 | | $ | 148.30 | | $ | 150.38 | | $ | 180.74 | | $ | 210.36 | |

| S&P 500 Capital Goods | | | $ | 100.00 | | $ | 106.78 | | $ | 127.01 | | $ | 126.73 | | $ | 151.22 | | $ | 185.50 | |

| October 1-31, 2024 | | | | | | 4,152,554 | | | | | | $ | 344.55 | | | | | 4,152,554 | | | 2 | | | $ | 20.538 | |

| November 1-30, 2024 | | | | | | 510,721 | | | | | | $ | 391.52 | | | | | 510,721 | | | | | | $ | 20.338 | |

| December 1-31, 2024 | | | | | | 549,782 | | | | | | $ | 381.95 | | | | | 549,782 | | | | | | $ | 20.128 | |

| Total | | | | | | 5,213,057 | | | | | | $ | 353.10 | | | | | 5,213,057 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Caterpillar Inc. | | | | | | $ | 100.00 | | | | | $ | 119.51 | | | | | $ | 151.74 | | | | | $ | 175.95 | | | | | $ | 208.67 | | | | | $ | 262.82 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| S&P 500 Machinery | | | | | | $ | 100.00 | | | | | $ | 130.29 | | | | | $ | 160.81 | | | | | $ | 193.23 | | | | | $ | 195.93 | | | | | $ | 235.49 | |

| October 1-31, 2023 | | | | | | 965,566 | | | | | | $ | 260.01 | | | | | 965,566 | | | | | | $ | 10.340 | |

| November 1-30, 2023 | | | | | | 7,250,965 | | | | | | $ | 239.97 | | | | | 7,250,965 | | | 2 | | | $ | 8.300 | |

| December 1-31, 2023 | | | | | | 1,749,834 | | | | | | $ | 271.45 | | | | | 1,749,834 | | | | | | $ | 7.825 | |

| Total | | | | | | 9,966,365 | | | | | | $ | 247.44 | | | | | 9,966,365 | | | | | | | | |

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on our assessment we concluded that, as of December 31, [removed: 2023,] [added: 2024,] the company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Their report appears on pages [removed: 54-55.][added: 55- 56.]

| | | | [removed: February 16, 2024] [added: 2024] | | | | | | [added: | | |]

We have audited the accompanying consolidated statement of financial position of Caterpillar Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of results of operations, of comprehensive income (loss), of changes in shareholders' equity and of cash flow for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As described in Notes 2 and 21 to the consolidated financial statements, the Company’s product warranty liability as of December 31, [removed: 2023] [added: 2024] was [removed: $1,894] [added: $1,700] million.

[removed: */s/] [added: /s/] PricewaterhouseCoopers [removed: LLP*][added: LLP]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Sales of Machinery, Energy & Transportation | | | $ | [removed: 63,869] [added: 61,363] | | | | | $ | [removed: 56,574] [added: 63,869] | | | | | $ | [removed: 48,188] [added: 56,574] | |

| Revenues of Financial Products | | | [removed: 3,191] [added: 3,446] | | | | | | [removed: 2,853] [added: 3,191] | | | | | | [removed: 2,783] [added: 2,853] | | |

| Total sales and revenues | | | [removed: 67,060] [added: 64,809] | | | | | | [removed: 59,427] [added: 67,060] | | | | | | [removed: 50,971] [added: 59,427] | | |

| Cost of goods sold | | | [removed: 42,767] [added: 40,199] | | | | | | [removed: 41,350] [added: 42,767] | | | | | | [removed: 35,513] [added: 41,350] | | |

| Selling, general and administrative expenses | | | [removed: 6,371] [added: 6,667] | | | | | | [removed: 5,651] [added: 6,371] | | | | | | [removed: 5,365] [added: 5,651] | | |

| Research and development expenses | | | [removed: 2,108] [added: 2,107] | | | | | | [removed: 1,814] [added: 2,108] | | | | | | [removed: 1,686] [added: 1,814] | | |

| Interest expense of Financial Products | | | [removed: 1,030] [added: 1,286] | | | | | | [removed: 565] [added: 1,030] | | | | | | [removed: 455] [added: 565] | | |

| Goodwill impairment charge | | | — | | | | | | [removed: 925] [added: —] | | | | | | [removed: —] [added: 925] | | |

| Other operating (income) expenses | | | [removed: 1,818] [added: 1,478] | | | | | | [removed: 1,218] [added: 1,818] | | | | | | [removed: 1,074] [added: 1,218] | | |

| Total operating costs | | | [removed: 54,094] [added: 51,737] | | | | | | [removed: 51,523] [added: 54,094] | | | | | | [removed: 44,093] [added: 51,523] | | |

| Operating profit | | | [removed: 12,966] [added: 13,072] | | | | | | [removed: 7,904] [added: 12,966] | | | | | | [removed: 6,878] [added: 7,904] | | |

| Interest expense excluding Financial Products | | | [removed: 511] [added: 512] | | | | | | [removed: 443] [added: 511] | | | | | | [removed: 488] [added: 443] | | |

| Other income (expense) | | | [removed: 595] [added: 813] | | | | | | [removed: 1,291] [added: 595] | | | | | | [removed: 1,814] [added: 1,291] | | |

| Consolidated profit before taxes | | | [removed: 13,050] [added: 13,373] | | | | | | [removed: 8,752] [added: 13,050] | | | | | | [removed: 8,204] [added: 8,752] | | |

| Provision (benefit) for income taxes | | | [removed: 2,781] [added: 2,629] | | | | | | [removed: 2,067] [added: 2,781] | | | | | | [removed: 1,742] [added: 2,067] | | |

| Profit of consolidated companies | | | [removed: 10,269] [added: 10,744] | | | | | | [removed: 6,685] [added: 10,269] | | | | | | [removed: 6,462] [added: 6,685] | | |

| Equity in profit (loss) of unconsolidated affiliated companies | | | [removed: 63] [added: 44] | | | | | | [removed: 19] [added: 63] | | | | | | [removed: 31] [added: 19] | | |

| Profit of consolidated and affiliated companies | | | [removed: 10,332] [added: 10,788] | | | | | | [removed: 6,704] [added: 10,332] | | | | | | [removed: 6,493] [added: 6,704] | | |

| Less: Profit (loss) attributable to noncontrolling interests | | | [removed: (3)] [added: (4)] | | | | | | [removed: (1)] [added: (3)] | | | | | | [removed: 4] [added: (1)] | | |

| Profit 1 | | | $ | [removed: 10,335] [added: 10,792] | | | | | $ | [removed: 6,705] [added: 10,335] | | | | | $ | [removed: 6,489] [added: 6,705] | |

| Profit per common share | | | $ | [removed: 20.24] [added: 22.17] | | | | | $ | [removed: 12.72] [added: 20.24] | | | | | $ | [removed: 11.93] [added: 12.72] | |

| Profit per common share — diluted 2 | | | $ | [removed: 20.12] [added: 22.05] | | | | | $ | [removed: 12.64] [added: 20.12] | | | | | $ | [removed: 11.83] [added: 12.64] | |

| \- Basic | | | [removed: 510.6] [added: 486.7] | | | | | | [removed: 526.9] [added: 510.6] | | | | | | [removed: 544.0] [added: 526.9] | | |

| \- Diluted 2 | | | [removed: 513.6] [added: 489.4] | | | | | | [removed: 530.4] [added: 513.6] | | | | | | [removed: 548.5] [added: 530.4] | | |

| Profit (loss) of consolidated and affiliated companies | | | $ | [removed: 10,332] [added: 10,788] | | | | | $ | [removed: 6,704] [added: 10,332] | | | | | $ | [removed: 6,493] [added: 6,704] | |

| Foreign currency translation: | | | [removed: 546] [added: (528)] | | | | | | [removed: (820)] [added: 546] | | | | | | [removed: (598)] [added: (820)] | | |

| Pension and other postretirement benefits: | | | [removed: (10)] [added: (12)] | | | | | | [removed: 23] [added: (10)] | | | | | | [removed: (30)] [added: 23] | | |

| Derivative financial instruments: | | | [removed: 39] [added: (113)] | | | | | | [removed: 31] [added: 39] | | | | | | [removed: (3)] [added: 31] | | |

| | | | February 14, 2025 | | | | | |

February 14, 2025

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| Goodwill | | | 5,241 | | | | | | 5,308 | | | | | | | | |

| Balance at December 31, 2023 | | | $ | 6,403 | | | | | $ | (36,339) | | | | | $ | 51,250 | | | | | $ | (1,820) | | | | | $ | 9 | | | | | $ | 19,503 | |

| Common shares repurchased: 23,417,282 2 | | | — | | | | | | (7,997) | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,997) | | |

| Settlement of outstanding authorized accelerated share repurchase | | | 300 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 300 | | |

| Balance at December 31, 2024 | | | $ | 6,941 | | | | | $ | (44,331) | | | | | $ | 59,352 | | | | | $ | (2,471) | | | | | $ | 3 | | | | | $ | 19,494 | |

| Adjustments to reconcile profit to net cash provided by operating activities: | | | | | | | | | | | | | | | | | |

| Payments to purchase common stock | | | (7,697) | | | | | | (4,975) | | | | | | (4,230) | | |

| Excise tax paid on purchases of common stock | | | (40) | | | | | | — | | | | | | — | | |

The expanded annual disclosures were effective for our year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retrospectively to all prior periods presented.

| 2022-03 | | | Fair value measurement – Equity securities subject to contractual sale restrictions | | |

| 2023-01 | | | Leases – Common control arrangements | | |

| 2023-02 | | | Accounting for investments in tax credit structures using the proportional amortization method | | |

The expanded disclosures are effective for our year ending December 31, 2025 and can be applied prospectively or retrospectively.

Disaggregation of income statement expenses (ASU 2024-03) — In November 2024, the FASB issued accounting guidance to enhance transparency into the nature and function of income statement expenses.

The amendments require that, on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation and amortization.

The expanded

annual disclosures are effective for our year ending December 31, 2027, and the expanded interim disclosures are effective in 2028, with early adoption permitted.

When we make a sale to a

We determine the fair value of the RSU awards granted in 2024, 2023 and 2022 as the closing stock price on the date of the grant.

The PRSUs granted in 2024 contain a market condition, and a Monte Carlo simulation was utilized to estimate the fair value of the awards.

The following table provides the assumptions used in determining the fair value of the PRSUs granted in 2024.

| | | | Grant Year | | | | | | | | |

| Expected volatility of the Company's stock | | | 29.8% | | | | | | | | |

| Risk-free interest rate | | | 4.38% | | | | | | | | |

| Outstanding at January 1, 2024 | | | 5,141,363 | | | | | | $ | 169.57 | | | | | | | | | | | | | |

| Granted to officers and key employees | | | 296,295 | | | | | | $ | 338.65 | | | | | | | | | | | | | |

| Exercised | | | (1,679,281) | | | | | | $ | 141.77 | | | | | | | | | | | | | |

| Forfeited / expired | | | (25,515) | | | | | | $ | 202.08 | | | | | | | | | | | | | |

| Outstanding at December 31, 2024 | | | 3,732,862 | | | | | | $ | 195.28 | | | | | 6.00 | | | | | | $ | 625 | |

| Exercisable at December 31, 2024 | | | 2,608,265 | | | | | | $ | 167.72 | | | | | 5.08 | | | | | | $ | 509 | |

| | | | RSUs | | | | | | | | | | | | PRSUs | | | | | | | | |

| Granted to officers and key employees | | | 391,784 | | | | | | $ | 338.65 | | | | | 178,236 | | | | | | $ | 408.64 | |

| Vested | | | (427,095) | | | | | | $ | 221.56 | | | | | (259,136) | | | | | | $ | 196.70 | |

| Forfeited / expired | | | (17,438) | | | | | | $ | 282.89 | | | | | (9,846) | | | | | | $ | 269.79 | |

| Outstanding at December 31, 2024 | | | 776,637 | | | | | | $ | 284.36 | | | | | 390,013 | | | | | | $ | 321.58 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

Our earnings and cash flow are subject to fluctuations due to changes in foreign currency exchange rates, interest rates, commodity prices and certain deferred compensation plan liabilities.

February 16, 2024

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2020 | | | $ | 6,230 | | | | | $ | (25,178) | | | | | $ | 35,167 | | | | | $ | (888) | | | | | $ | 47 | | | | | $ | 15,378 | |

| Distribution to noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | (4) | | |

| Common shares repurchased: 12,987,299 | | | — | | | | | | (2,668) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,668) | | |

| Change in ownership from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance at December 31, 2022 | | | $ | 6,560 | | | | | $ | (31,748) | | | | | $ | 43,514 | | | | | $ | (2,457) | | | | | $ | 22 | | | | | $ | 15,891 | |

| Change in ownership from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7) | | | | | | (7) | | |

| Adjustments for non-cash items: | | | | | | | | | | | | | | | | | |

| Common shares repurchased | | | (4,975) | | | | | | (4,230) | | | | | | (2,668) | | |

Supplier finance programs (ASU 2022-04) — In September 2022, the Financial Accounting Standards Board (FASB) issued guidance to enhance the transparency of supplier finance programs.

The new standard requires annual disclosure of the key terms of the program, a description of where in the financial statements amounts outstanding under the program are presented, a rollforward of such amounts, and interim disclosure of amounts outstanding as of the end of each period.

The guidance does not affect recognition, measurement, or financial statement presentation of supplier finance programs.

The ASU was effective on January 1, 2023, except for the rollforward, which is effective on January 1, 2024.

Our adoption of this guidance results in the following disclosures relating to our supplier finance programs and related obligations.

We consider the applicability and impact of all ASUs.

| 2021-08 | | | Business combinations | | |

| 2022-02 | | | Financial instruments - Credit losses | | |

| 2022-06 | | | Reference rate reform | | |

The guidance is effective January 1, 2024, and will be adopted retrospectively.

The adoption will result in incremental disclosures related to reportable segments in the 2024 year-end financial statements and interim periods beginning in 2025.

This guidance is effective January 1, 2025, with early adoption permitted.

This guidance can be applied prospectively or retrospectively.

| Outstanding at January 1, 2023 | | | 6,801,326 | | | | | | $ | 142.85 | | | | | 990,803 | | | | | | $ | 187.88 | | | | | 524,740 | | | | | | $ | 208.39 | |

| Granted to officers and key employees | | | 777,275 | | | | | | $ | 253.98 | | | | | 397,650 | | | | | | $ | 252.24 | | | | | 235,637 | | | | | | $ | 251.97 | |

| Exercised | | | (2,404,868) | | | | | | $ | 120.55 | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| Vested | | | — | | | | | | $ | — | | | | | (529,200) | | | | | | $ | 173.87 | | | | | (270,150) | | | | | | $ | 219.76 | |

| Forfeited / expired | | | (32,370) | | | | | | $ | 212.67 | | | | | (29,867) | | | | | | $ | 222.37 | | | | | (9,468) | | | | | | $ | 222.48 | |

| Exercisable at December 31, 2023 | | | 3,366,714 | | | | | | $ | 139.91 | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Stock options outstanding and exercisable as of December 31, 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Outstanding | | | | | | | | | | | | | | | | | | | | | | | | Exercisable | | | | | | | | | | | | | | | | | | | | |

| $74.77-$83.00 | | | | | | 629,402 | | | | | | 1.66 | | | | | | $ | 79.18 | | | | | $ | 136 | | | | | 629,402 | | | | | | 1.66 | | | | | | $ | 79.18 | | | | | $ | 136 | |

| $95.66-$96.31 | | | | | | 462,978 | | | | | | 2.92 | | | | | | $ | 95.72 | | | | | 93 | | | | | | 462,473 | | | | | | 2.92 | | | | | | $ | 95.72 | | | | | 92 | | |

| $127.60 | | | | | | 642,416 | | | | | | 6.25 | | | | | | $ | 127.60 | | | | | 108 | | | | | | 642,416 | | | | | | 6.25 | | | | | | $ | 127.60 | | | | | 108 | | |

| $138.35-$151.12 | | | | | | 756,964 | | | | | | 4.78 | | | | | | $ | 144.22 | | | | | 115 | | | | | | 756,964 | | | | | | 4.78 | | | | | | $ | 144.22 | | | | | 115 | | |

| $196.70-$219.76 | | | | | | 1,885,071 | | | | | | 7.78 | | | | | | $ | 208.14 | | | | | 165 | | | | | | 875,459 | | | | | | 7.60 | | | | | | $ | 212.23 | | | | | 73 | | |

| $253.98 | | | | | | 764,532 | | | | | | 9.31 | | | | | | $ | 253.98 | | | | | 32 | | | | | | — | | | | | | 0.00 | | | | | | $ | — | | | | | — | | |

Management’s report on the company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] is included on page [removed: 53] [added: 54] of Part II, Item 8 “Financial Statements and Supplementary Data.” The effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

Their report appears on pages [removed: 54-55] [added: 55 -56] of Part II, Item 8 “Financial Statements and Supplementary Data.”

During the three months ended December 31, [removed: 2023,] [added: 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).

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

Caterpillar maintains a portfolio of trademarks in Iran, which it registers with the Intellectual Property Center of the Islamic Republic of Iran (IPC), through intellectual property counsel and service providers located in United Arab Emirates and Iran.

On November 30, 2023, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) granted Caterpillar a specific license to make payments to IPC at its account in Bank Melli, which was designated on November 5, 2018, by OFAC under its counter terrorism authority pursuant to Executive Order 13224.

As authorized by OFAC’s specific license, in the period ended December 31, 2024, Caterpillar paid approximately $608 to IPC as part of its intellectual property protection efforts in Iran.

Caterpillar plans to continue these activities, as authorized under the specific license, and does not generate any revenues or profits from this activity.

Information required by this Item is incorporated by reference from the [removed: 2024] [added: 2025] Proxy Statement.

If applicable, information required by this Item is incorporated by reference from the [removed: 2024] [added: 2025] Proxy Statement.

If applicable, information required by this Item relating to compliance with Section 16(a) of the Exchange Act is incorporated by reference from the [removed: 2024] [added: 2025] Proxy Statement.

Information required by this Item is incorporated by reference from the 2025 Proxy Statement.

Information required by this Item is incorporated by reference from the 2025 Proxy Statement.

Information required by this Item is incorporated by reference from the 2025 Proxy Statement.

Insider Trading Laws and Policies

From time to time, the Company may engage in transactions in its own securities.

It is the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Board of Directors or appropriate committee, if required) when engaging in transactions in Company securities.

The other information required by this Item is incorporated by reference from the 2025 Proxy Statement.

Information required by this Item is incorporated by reference from the [removed: 2024] [added: 2025] Proxy Statement.

Information required by this Item relating to security ownership of certain beneficial owners and management is incorporated by reference from the [removed: 2024] [added: 2025] Proxy Statement.

(as of December 31, 2024)

| Equity compensation plans approved by security holders | | | | | | 5,593,907 | | | | | | $ | 195.28 | | | | | 40,873,176 | | |

| Total | | | | | | 5,593,907 | | | | | | $ | 195.28 | | | | | 40,873,176 | | |

(as of December 31, 2023)

| Equity compensation plans approved by security holders | | | | | | 7,210,783 | | | | | | $ | 169.57 | | | | | 43,041,378 | | |

| Total | | | | | | 7,210,783 | | | | | | $ | 169.57 | | | | | 43,041,378 | | |

Information required by this Item is incorporated by reference from the [removed: 2024] [added: 2025] Proxy Statement.

Information required by this Item is incorporated by reference from the [removed: 2024] [added: 2025] Proxy Statement.

| | | | | | | 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, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/18230/000001823021000039/ex_32xrestatedcertificateo.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/18230/000001823021000039/ex_32xrestatedcertificateo.htm)] | | | | | |

| | | | | | | 4.1 | | | [Indenture dated as of May 1, 1987, between Caterpillar Inc. and The First National Bank of Chicago, as Trustee (incorporated by reference from Exhibit 4.1 to Form S-3 filed February 19, [removed: 1997)](http://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] [added: 1997)](https://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] | | | | | |

| | | | | | | 4.2 | | | [First Supplemental Indenture, dated as of June 1, 1989, between Caterpillar Inc. and The First National Bank of Chicago, as Trustee (incorporated by reference from Exhibit 4.2 to Form S-3 filed February 19, [removed: 1997)](http://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] [added: 1997)](https://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] | | | | | |

| | | | | | | 4.3 | | | [Appointment of Citibank, N.A. as Successor Trustee, dated October 1, 1991, under the Indenture, as supplemented, dated as of May 1, 1987 (incorporated by reference from Exhibit 4.3 to Form S-3 filed February 19, [removed: 1997)](http://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] [added: 1997)](https://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] | | | | | |

| | | | | | | 4.4 | | | [Second Supplemental Indenture, dated as of May 15, 1992, between Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by reference from Exhibit 4.4 to Form S-3 filed February 19, [removed: 1997)](http://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] [added: 1997)](https://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] | | | | | |

| | | | | | | 4.5 | | | [Third Supplemental Indenture, dated as of December 16, 1996, between Caterpillar Inc. and Citibank, N.A., as Successor Trustee (incorporated by reference from Exhibit 4.5 to Form S-3 filed February 19, [removed: 1997)](http://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] [added: 1997)](https://www.sec.gov/Archives/edgar/data/18230/0000018230-97-000008.txt)] | | | | | |

| | | | | | | 4.6 | | | [Tri-Party Agreement, dated as of November 2, 2006, between Caterpillar Inc., Citibank, N.A. and U.S. Bank National Association appointing U.S. Bank as Successor Trustee under the Indenture dated as of May 1, 1987, as amended and supplemented (incorporated by reference from Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2006)](http://www.sec.gov/Archives/edgar/data/18230/000001823007000053/ex_4-6.htm)] [added: 2006)](https://www.sec.gov/Archives/edgar/data/18230/000001823007000053/ex_4-6.htm)] | | | | | |

| | | | | | | 4.7 | | | [Form of 3.803% Rule 144A Global Debenture due 2042 (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August 28, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/18230/000001823012000419/exhibit41.htm)] [added: 2012)](https://www.sec.gov/Archives/edgar/data/18230/000001823012000419/exhibit41.htm)] | | | | | |

| | | | | | | 4.8 | | | [Form of 3.803% Regulation S Global Debenture due 2042 (incorporated by reference from Exhibit 4.2 to Form 8-K, filed August 28, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/18230/000001823012000419/exhibit42.htm)] [added: 2012)](https://www.sec.gov/Archives/edgar/data/18230/000001823012000419/exhibit42.htm)] | | | | | |

| | | | | | | 4.9 | | | [Form of 3.803% Global Debenture due 2042 (incorporated by reference from Exhibit 4.9 to Form S-4 filed on September 7, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/18230/000110465912062251/a12-19777_1ex4d9.htm)] [added: 2012)](https://www.sec.gov/Archives/edgar/data/18230/000110465912062251/a12-19777_1ex4d9.htm)] | | | | | |

| | | | | | | 4.10 | | | [Form of 3.40% Senior Note due 2024 (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on May 8, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d1.htm)] [added: 2014)](https://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d1.htm)] | | | | | |

| | | | | | | 4.11 | | | [Form of 4.30% Senior Note due 2044 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on May 8, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d2.htm)] [added: 2014)](https://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d2.htm)] | | | | | |

| | | | | | | 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, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d3.htm)] [added: 2014)](https://www.sec.gov/Archives/edgar/data/18230/000110465914036148/a14-12062_1ex4d3.htm)] | | | | | |

| | | | | | | 4.13 | | | [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, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/18230/000141057819001313/tv529755_ex4-1.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/18230/000141057819001313/tv529755_ex4-1.htm)] | | | | | |

| | | | | | | 4.14 | | | [Form of 3.250% Senior Note due 2049 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K filed September 19, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/18230/000141057819001313/tv529755_ex4-2.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/18230/000141057819001313/tv529755_ex4-2.htm)] | | | | | |

| | | | | | | 4.15 | | | [Form of 2.600% Senior Notes due 2030 (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 9, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/18230/000110465920045004/tm2014938d4_ex4-1.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/18230/000110465920045004/tm2014938d4_ex4-1.htm)] | | | | | |

| | | | | | | 4.16 | | | [Form of 3.250% Senior Notes due 2050 (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed April 9, [removed: 2020](http://www.sec.gov/Archives/edgar/data/18230/000110465920045004/tm2014938d4_ex4-2.htm))] [added: 2020](https://www.sec.gov/Archives/edgar/data/18230/000110465920045004/tm2014938d4_ex4-2.htm))] | | | | | |

| | | | | | | 4.17 | | | [Form 1.900% Senior Notes due [removed: 20](https://www.sec.gov/Archives/edgar/data/18230/000110465921035534/tm218116d4_ex4-1.htm)[31](https://www.sec.gov/Archives/edgar/data/18230/000110465921035534/tm218116d4_ex4-1.htm) [(incorporated] [added: 2031 (incorporated] by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 12, 2021)](https://www.sec.gov/Archives/edgar/data/18230/000110465921035534/tm218116d4_ex4-1.htm) | | | | | |

| | | | | | | 4.18 | | | [Description of [removed: Securities](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm)] [(incorporated by reference from Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex416descofsecuriti.htm)] | | | | | |

| | | | | | | 10.2 | | | [Form of Restricted Stock Unit Award pursuant to the 2023 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex101_xformofrsuawardpursu.htm)] [added: March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/18230/000001823024000020/ex101_xformofrsuawardpursu.htm)] | | | | | |

| | | | | | | 10.3 | | | [Form of Restricted Stock Unit Award for Directors pursuant to the 2023 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex102_xformofrsuawardfordi.htm)] [added: March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/18230/000001823024000020/ex102_xformofrsuawardfordi.htm)] | | | | | |

| | | | | | | 10.4 | | | [Form of Nonqualified Stock Options Award pursuant to the 2023 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex103_xformofnqsoawardpurs.htm)] [added: March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/18230/000001823024000020/ex103_xformofnqsoawardpurs.htm)] | | | | | |

| | | | | | | 10.5 | | | [Form of Performance-Based Restricted Stock Unit Award pursuant to the 2023 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 [removed: June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/18230/000001823023000047/ex104_xformofprsuawardpurs.htm)] [added: March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/18230/000001823024000020/ex104_xformofprsuawardpurs.htm)] | | | | | |

| | | | | | | 10.10 | | | [Caterpillar Inc. Supplemental Employees’ Investment Plan, amended and restated as of May 15, 2017 (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit103.htm)] [added: 2017)*](https://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit103.htm)] | | | | | |

| | | | | | | 10.11 | | | [First Amendment to the Caterpillar Inc. Supplemental Employees' Investment Plan, effective as of [removed: July,] [added: July] 24, 2017 (incorporated by reference from Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1022x12312017.htm)] [added: 2017)*](https://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1022x12312017.htm)] | | | | | |

| | | | | | | 10.12 | | | [Second Amendment to the Caterpillar Inc. Supplemental Employees' Investment Plan, dated December 14, 2018 (incorporated by reference to Exhibit 10.22 the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1022secondamenmentt.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1022secondamenmentt.htm)] | | | | | |

| | | | | | | 10.15 | | | [Caterpillar Inc. Directors' Deferred Compensation Plan, as amended and restated effective July 1, 2018 (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000229/exhibit1042.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/18230/000001823018000229/exhibit1042.htm)] | | | | | |

| | | | | | | 10.16 | | | [First Amendment to the Caterpillar Inc. Directors' Deferred Compensation Plan dated January 22, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a101_1stxamendmentxddcp.htm)] [added: 2019)*](https://www.sec.gov/Archives/edgar/data/18230/000001823019000153/a101_1stxamendmentxddcp.htm)] | | | | | |

| | | | | | | 10.18 | | | [Caterpillar Inc. Directors’ Charitable Award Program, as amended and restated effective April 1, 2008 (incorporated by reference from Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2008)*](http://www.sec.gov/Archives/edgar/data/18230/000001823009000063/ex_10-7.htm)] [added: 2008)*](https://www.sec.gov/Archives/edgar/data/18230/000001823009000063/ex_10-7.htm)] | | | | | |

| | | | | | | 10.19 | | | [Caterpillar Inc. Deferred Employees’ Investment Plan amended and restated as of May 15, 2017 (incorporated by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit104.htm)] [added: 2017)*](https://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit104.htm)] | | | | | |

| | | | | | | 10.20 | | | [First Amendment to the Caterpillar Inc. Deferred Employees' Investment Plan, effective as of July 24, 2017 (incorporated by reference to Exhibit [removed: 10.27] [added: 10.26] to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1026x12312017.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1026x12312017.htm)] | | | | | |

| | | | | | | 10.21 | | | [Second Amendment to the Caterpillar Inc. Deferred Employees' Investment Plan, dated December 14, 2018 (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1027secondamendment.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1027secondamendment.htm)] | | | | | |

| | | | | | | 10.24 | | | [Caterpillar Inc. Supplemental Deferred Compensation Plan amended and restated as of May 15, 2017 (incorporated by reference from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit105.htm)] [added: 2017)*](https://www.sec.gov/Archives/edgar/data/18230/000001823017000245/exhibit105.htm)] | | | | | |

| | | | | | | 10.25 | | | [First Amendment to the Caterpillar Inc. Supplemental Deferred Compensation Plan, effective as of July 24, 2017 (incorporated by reference from Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2017)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1028x12312017.htm)] [added: 2017)*](https://www.sec.gov/Archives/edgar/data/18230/000001823018000042/cat_exx1028x12312017.htmat_exx1028x12312017.htm)] | | | | | |

| | | | | | | 10.26 | | | [Second Amendment to the Caterpillar Inc. Supplemental Deferred Compensation Plan, dated December 14, 2018 (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1030secondamendment.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/18230/000001823019000034/exhibit1030secondamendment.htm)] | | | | | |

| | | | | | | 10.27 | | | [Third Amendment to the Caterpillar Inc. Supplemental Deferred Compensation Plan effective January 1, 2019 (incorporated by reference from Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1032thirdamemdsdcp.htm)] [added: 2019)*](https://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1032thirdamemdsdcp.htm)] | | | | | |

| | | | | | | 10.30 | | | [Solar Turbines Incorporated Managerial Retirement Objective Plan, as amended and restated through First Amendment, dated December 10, 2014 (incorporated by reference from Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx1019x12x31x14.htm)] [added: 2014)*](https://www.sec.gov/Archives/edgar/data/18230/000001823015000061/cat_exx1019x12x31x14.htm)] | | | | | |

| | | | | | | 10.32 | | | [Solar Turbines Incorporated Pension Plan for European Foreign Service Employees, as amended and restated, effective January 1, 2015 (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2015)*](http://www.sec.gov/Archives/edgar/data/18230/000001823015000161/cat_exx101x3312015.htm)] [added: 2015)*](https://www.sec.gov/Archives/edgar/data/18230/000001823015000161/cat_exx101x3312015.htm)] | | | | | |

| | | | | | | 10.33 | | | [First Amendment to the Solar Turbines Incorporated Pension Plan for European Foreign Service Employees effective January 1, 2020 (incorporated by reference from Exhibit 10.35 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019)*](http://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1035firstamendsol.htm)] [added: 2019)*](https://www.sec.gov/Archives/edgar/data/18230/000001823020000056/catex1035firstamendsol.htm)] | | | | | |

| | | | | | | 10.35 | | | [Revised Letter Agreement by and between Caterpillar Inc. and Andrew Bonfield dated August 28, 2018 (incorporated by reference from Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/18230/000001823018000293/ex_106xcfo.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/18230/000001823018000293/ex_106xcfo.htm)] | | | | | |

| | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/18230/000110465924096572/tm2423020d1_ex10-4.htm) | | | | | |

| | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/18230/000110465924096572/tm2423020d1_ex10-5.htm) | | | | | |

| | | | | | | 19 | | | [Caterpillar Inc. Insider Trading Policy (as adopted January 30, 2025)](https://www.sec.gov/Archives/edgar/data/18230/000001823025000008/cat_exx19x12312024insidert.htm) | | | | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | By: | | | */s/ Derek Owens* | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ D. James Umpleby III* | | | | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ Andrew R.J. Bonfield* | | | Chief Financial Officer | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ William E. Schaupp* | | | Vice President and Chief Accounting Officer | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ David [removed: L. Calhoun*] [added: W. MacLennan*] | | | Director | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ Daniel M. Dickinson* | | | Director | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ James C. Fish, Jr.* | | | Director | | |

| | | | James [removed: Fish] [added: C. Fish, Jr.] | | | | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ Gerald Johnson* | | | Director | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ Judith F. Marks* | | | Director | | |

| | | | Judith [added: F.] Marks | | | | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ Debra L. Reed-Klages* | | | Presiding Director | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ Susan C. Schwab* | | | Director | | |

| February [removed: 16, 2024] [added: 14, 2025] | | | */s/ Rayford Wilkins, Jr.* | | | Director | | |

| February 14, 2025 | | | */s/ Nazzic S. Keene* | | | Director | | |

| | | | Nazzic S. Keene | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | David L. Calhoun | | | | | |

| February 16, 2024 | | | */s/ David W. MacLennan* | | | Director | | |