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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

For Items 2(a) and (b), there was no reportable information for the three months ended September 30, 2022.

(c)Issuer purchases of equity securities.

On December 4, 2018, PACCAR’s Board of Directors approved the repurchase of up to $500.0 million of the Company’s outstanding common stock. As of September 30, 2022, the Company has repurchased $110.0 million of shares under this plan. There were no repurchases made under this plan during the third quarter of 2022.

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ITEM 6.EXHIBITS

Any exhibits filed herewith are listed in the accompanying index to exhibits.

INDEX TO EXHIBITS

Exhibit NumberExhibit DescriptionFormDate of First FilingExhibit NumberFile Number
(3) (i)Articles of Incorporation:
Amended and Restated Certificate of Incorporation of PACCAR Inc8-KMay 4, 20183(i)001-14817
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of PACCAR Inc8-KApril 24, 20203(i)001-14817
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of PACCAR Inc8-KApril 29, 20223(i)001-14817
(ii)Bylaws:
Seventh Amended and Restated Bylaws of PACCAR Inc8-KJuly 26, 20223(ii)001-14817
(4)Instruments defining the rights of security holders, including indentures**:
(a)Indenture for Senior Debt Securities dated as of November 20, 2009 between PACCAR Financial Corp. and The Bank of New York Mellon Trust Company, N.A.S-3November 20, 20094.1333-163273
(b)Forms of Medium-Term Note, Series O (PACCAR Financial Corp.)S-3November 5, 20154.2 and 4.3333-207838
(c)Forms of Medium-Term Note, Series P (PACCAR Financial Corp.)S-3November 2, 20184.2 and 4.3333-228141
(d)Forms of Medium-Term Note, Series Q (PACCAR Financial Corp.)S-3November 1, 20214.3 and 4.4333-260663
(e)Terms and Conditions of the Notes applicable to the €2,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Listing Particulars dated July 4, 201910-QOctober 30, 20194(i)001-14817
(f)Terms and Conditions of the Notes applicable to the €2,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Information Memorandum dated May 29, 202010-QAugust 3, 20204(h)001-14817
(g)Terms and Conditions of the Notes applicable to the €2,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Information Memorandum dated July 15, 202110-QAugust 2, 20214(g)001-14817
(h)Terms and Conditions of the Notes applicable to the €2,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Information Memorandum dated July 13, 202210-QAugust 2, 20224(h)001-14817
(i)Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 193410-KFebruary 19, 20204(j)001-14817
**Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the Company and its wholly owned subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10 percent of the Company’s total assets. The Company will file copies of such instruments upon request of the Commission.

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Exhibit NumberExhibit DescriptionFormDate of First FilingExhibit NumberFile Number
(10)Material Contracts:
(a)PACCAR Inc Amended and Restated Supplemental Retirement Plan10-KFebruary 27, 200910(a)001-14817
(b)Amended and Restated Deferred Compensation Plan10-QMay 10, 201210(b)001-14817
(c)Deferred Incentive Compensation Plan (Amended and Restated as of December 31, 2004)10-KFebruary 27, 200610(b)001-14817
(d)Second Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee DirectorsDEF14AMarch 14, 2014Appendix A001-14817
(e)PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Form of Deferred Restricted Stock Unit Agreement for Non-Employee Directors8-KDecember 10, 200799.3001-14817
(f)Amendment to Compensatory Arrangement with Non-Employee Directors10-KFebruary 26, 201510(g)001-14817
(g)PACCAR Inc Senior Executive Yearly Incentive Compensation Plan10-KFebruary 19, 202010(g)001-14817
(h)PACCAR Inc Long Term Incentive Plan10-KFebruary 19, 202010(h)001-14817
(i)Amendment One to PACCAR Inc Long Term Incentive Plan, Nonstatutory Stock Option Agreement and Form of Option Grant Agreement10-QAugust 7, 201310(k)001-14817
(j)PACCAR Inc Long Term Incentive Plan, 2018 Form of Restricted Stock Award Agreement10-KFebruary 21, 201910(m)001-14817
(k)PACCAR Inc Long Term Incentive Plan, Form of Restricted Stock Unit Agreement10-KFebruary 21, 201910(n)001-14817
(l)PACCAR Inc Savings Investment Plan, Amendment and Restatement effective September 1, 201610-QNovember 4, 201610(q)001-14817
(m)Memorandum of Understanding, dated as of May 11, 2007, by and among PACCAR Engine Company, the State of Mississippi and certain state and local supporting governmental entities8-KMay 16, 200710.1001-14817
(n)Letter Waiver Dated as of July 22, 2008 amending the Memorandum of Understanding, dated as of May 11, 2007, by and among PACCAR Engine Company, the State of Mississippi and certain state and local supporting governmental entities10-QOctober 27, 200810(o)001-14817
(o)Second Amendment to Memorandum of Understanding dated as of September 26, 2013, by and among PACCAR Engine Company, the Mississippi Development Authority and the Mississippi Major Economic Impact Authority10-QNovember 7, 201310(u)001-14817
(p)Third Amendment to Memorandum of Understanding dated as of November 12, 2019, by and among PACCAR Engine Company, the Mississippi Development Authority and the Mississippi Major Economic Impact Authority10-KFebruary 19, 202010(r)001-14817
(q)Second Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Form of Amended Deferred Restricted Stock Unit Grant Agreement10-KFebruary 26, 201510(t)001-14817

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Exhibit NumberExhibit DescriptionFormDate of First FilingExhibit NumberFile Number
(r)Second Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Form of Amended Restricted Stock Grant Agreement10-KFebruary 26, 201510(u)001-14817
(31)Rule 13a-14(a)/15d-14(a) Certifications:
(a)Certification of Principal Executive Officer*
(b)Certification of Principal Financial Officer*
(32)Section 1350 Certifications:
Certification pursuant to rule 13a-14(b) and section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350)*
(101.INS)Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(101.SCH)Inline XBRL Taxonomy Extension Schema Document*
(101.CAL)Inline XBRL Taxonomy Extension Calculation Linkbase Document*
(101.DEF)Inline XBRL Taxonomy Extension Definition Linkbase Document*
(101.LAB)Inline XBRL Taxonomy Extension Label Linkbase Document*
(101.PRE)Inline XBRL Taxonomy Extension Presentation Linkbase Document*
(104)Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)*
*filed herewith

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SIGNATURE

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.

PACCAR Inc
(Registrant)
DateOctober 28, 2022By/s/ M. T. Barkley
M. T. Barkley
Senior Vice President and Controller
(Authorized Officer and Chief Accounting Officer)

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