Item 1A. Risk Factors

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, 2025.

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

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares that May Yet be Purchased under the Program (in billions)1
January 1-31, 2026	191,516	$	626.54	191,516		$	14.817
February 1-28, 2026	4,960,054	$	659.85	4,960,054	2	$	10.194
March 1-31, 2026	406,228	$	700.06	406,228		$	9.910
Total	5,557,798	$	661.64	5,557,798

1 In June 2024, the Board approved a 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 March 31,2026, approximately $9.9 billion remained available under the 2024 Authorization.
2 Includes shares acquired pursuant to the accelerated share repurchase agreements entered into during the first quarter of 2026.

Non-U.S. Employee Stock Purchase Plans

As of March 31, 2026, 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 18,000 active participants in the aggregate. During the first quarter of 2026, approximately 30,000 shares of Caterpillar common stock were purchased by the EIP Plans pursuant to the terms of such plans.

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