Caterpillar 10-Q 2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-768

CATERPILLAR INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (972) 891-7700

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At September 30, 2025, 467,979,596 shares of common stock of the registrant were outstanding.

Table of Contents

• Item omitted because no answer is called for or item is not applicable.

Part I. FINANCIAL INFORMATION

Caterpillar Inc.

Consolidated Statement of Results of Operations

(Unaudited)

(Dollars in millions except per share data)

1 Profit attributable to common shareholders.

2 Diluted by assumed exercise of stock-based compensation awards using the treasury stock method.

See accompanying notes to Consolidated Financial Statements.

Caterpillar Inc.

Consolidated Statement of Comprehensive Income

(Unaudited)

(Dollars in millions)

See accompanying notes to Consolidated Financial Statements.

Caterpillar Inc.

Consolidated Statement of Results of Operations

(Unaudited)

(Dollars in millions except per share data)

1 Profit attributable to common shareholders.

2 Diluted by assumed exercise of stock-based compensation awards using the treasury stock method.

See accompanying notes to Consolidated Financial Statements.

Caterpillar Inc.

Consolidated Statement of Comprehensive Income

(Unaudited)

(Dollars in millions)

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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide information that will assist the reader in understanding the company’s Consolidated Financial Statements, the changes in certain key items in those financial statements between select periods and the primary factors that accounted for those changes. In addition, we discuss how certain accounting principles, policies and critical estimates affect our Consolidated Financial Statements. Our discussion also contains certain forward-looking statements related to future events and expectations as well as a discussion of the many factors that we believe may have an impact on our business on an ongoing basis. This MD&A should be read in conjunction with our discussion of cautionary statements and significant risks to the company’s business under Part I, Item 1A. Risk Factors of the 2024 Form 10-K.

Highlights for the third quarter of 2025 include:

• Total sales and revenues for the third quarter of 2025 were $17.638 billion, an increase of $1.532 billion, or 10 percent, compared with $16.106 billion in the third quarter of 2024. Sales were higher across the three primary segments.

• Operating profit margin was 17.3 percent for the third quarter of 2025, compared with 19.5 percent for the third quarter of 2024. Adjusted operating profit margin was 17.5 percent for the third quarter of 2025, compared with 20.0 percent for the third quarter of 2024.

• Third-quarter 2025 profit per share was $4.88, and excluding the items in the table below, adjusted profit per share was $4.95. Third-quarter 2024 profit per share was $5.06, and excluding the items in the table below, adjusted profit per share was $5.17.

• Caterpillar ended the third quarter of 2025 with $7.5 billion of enterprise cash.

Highlights for the nine months ended September 30, 2025, include:

• Total sales and revenues were $48.456 billion for the nine months ended September 30, 2025, a decrease of $138 million, compared with $48.594 billion for the nine months ended September 30, 2024.

• Operating profit margin was 17.5 percent for the nine months ended September 30, 2025, compared with 20.9 percent for the nine months ended September 30, 2024. Adjusted operating profit margin was 17.8 percent for the nine months ended September 30, 2025, compared with 21.5 percent for the nine months ended September 30, 2024.

• Profit per share for the nine months ended September 30, 2025, was $13.69, and excluding the items in the table below, adjusted profit per share was $13.91. Profit per share for the nine months ended September 30, 2024, was $16.27, and excluding the items in the table below, adjusted profit per share was $16.75.

• Enterprise operating cash flow was $8.1 billion for the nine months ended September 30, 2025.

In order for our results to be more meaningful to our readers, we have separately quantified the impact of significant items.

A detailed reconciliation of GAAP to non-GAAP financial measures is included on pages 68-70.

Overview

Total sales and revenues for the third quarter of 2025 were $17.638 billion, an increase of $1.532 billion, or 10 percent, compared with $16.106 billion in the third quarter of 2024. The increase was primarily due to higher sales volume of $1.554 billion. The increase in sales volume was mainly driven by higher sales of equipment to end users.

Third-quarter 2025 profit per share was $4.88, compared with $5.06 profit per share in the third quarter of 2024. In the third quarter of 2025 and 2024, profit per share included restructuring costs. Profit for the third quarter of 2025 was $2.300 billion, a decrease of $164 million, or 7 percent, compared with $2.464 billion for the third quarter of 2024. The decrease was mainly due to unfavorable manufacturing costs, unfavorable price realization and higher selling, general and administrative (SG&A) and

research and development (R&D) expenses. This was partially offset by the profit impact of higher sales volume, favorable other operating income/expense and lower restructuring costs.

Trends and Economic Conditions

Outlook for Key End Markets

In Construction Industries, we are encouraged by another quarter of growth in sales of equipment to end users and strong order rates across many of our regions. Customers continue to be responsive to the attractive rates through our merchandising programs with Cat Financial. We continue to anticipate growth in Construction Industries’ sales of equipment to end users in 2025 despite softness in the global industry. In North America, overall construction spending remains at healthy levels and infrastructure projects funded by the Infrastructure Investment and Jobs Act (IIJA) continue to be awarded. We continue to expect growth for sales of equipment to end users. Dealer rental revenues are also expected to grow in 2025, and dealer rental fleet loading is expected to increase in the fourth quarter of 2025 as compared to the fourth quarter of 2024. In Asia Pacific, sales of equipment to end users are expected to be about flat in 2025. China has shown positive momentum to start the year, and we expect growth in the above-10-ton excavator industry in 2025, but from a very low level of activity. In Asia Pacific, outside of China, we expect economic conditions to be soft. In EAME, we expect growth for the year, driven by healthy construction activity in Africa and the Middle East and improving economic conditions in Europe. With ongoing weaker construction activity in Latin America, we now expect to be about flat in 2025.

In Resource Industries, we anticipate lower sales of equipment to end users in 2025 as compared to 2024, as customers continue

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The information required by this Item is incorporated by reference from Note 5 – “Derivative financial instruments and risk management” included in Part I, Item 1 and Management’s Discussion and Analysis included in Part I, Item 2 of this Form 10-Q.

Evaluation of disclosure controls and procedures

An evaluation was performed under the supervision and with the participation of the company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this quarterly report. Based on that evaluation, the CEO and CFO concluded that the company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in internal control over financial reporting

During the third quarter of 2025, there has been no change in the company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this Item is incorporated by reference from Note 14 – “Environmental and legal matters” included in Part I, Item 1 of this Form 10-Q.

There have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Non-U.S. Employee Stock Purchase Plans

As of September 30, 2025, we had 38 employee stock purchase plans (the “EIP Plans”) that are administered outside the United States for our non-U.S. employees, which had approximately 17,000 active participants in the aggregate. During the third quarter of 2025, approximately 46,000 shares of Caterpillar common stock were purchased by the EIP Plans pursuant to the terms of such plans.

On August 12, 2025, Jason E. Kaiser, Group President of our Energy & Transportation segment, entered into a Rule 10b5-1 sales plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The sales plan will be in effect until the earlier of (1) August 12, 2026 and (2) the date on which (i) an aggregate of 16,881 shares of our common stock and (ii) all shares vested as of December 31, 2025 pursuant to a Performance Stock Unit (PSU) grant have been sold under the plan.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents

were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.