DEF 14A of Caterpillar Inc, Apr 30, 2026

DEF 14A of Caterpillar Inc

Filed Apr 30, 2026 · FY20250001308179-26-000358

Open on EDGAR

  1. NOMINATIONS FROM SHAREHOLDERS

    NOMINATIONS FROM SHAREHOLDERS The NGC considers unsolicited inquiries and director nominees recommended by shareholders in the same manner as nominees from all other sources. Recommendations should be sent to the Corporate Secretary, 5205 N. O’Connor Boulevard, Suite 100, Irving, TX 75039. Shareholders may nominate a director candidate to serve on the board by following the procedures described in our bylaws. Deadlines for shareholder nominations for Caterpillar’s 2027 Annual Meeting of Shareholders are included in the section on page 77, Shareholder Proposals and Director Nominations for the 2027 Annual Meeting. The number of persons comprising the Caterpillar board of directors is currently established as nine. All of the board’s nominees have consented to being named in this Proxy Statement and to serve if elected. If all nominees are elected, the number of persons comprising the board will be ten following the annual meeting and after Ms. Good’s anticipated start date of August 1, 2026. If any of the board’s nominees should become unavailable to serve as a director prior to the annual meeting, the size of the board and number of board nominees will be reduced accordingly.

  2. NOMINATIONS FROM SHAREHOLDERS

    | | Proxy Statement 2026 | 17 |

  3. NOMINATIONS FROM SHAREHOLDERS

    DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS Directors have been in their current positions for the past five years unless otherwise noted. Information is current as of April 30, 2026. The board has nominated the following individuals to stand for election for a one-year term expiring at the Annual Meeting of Shareholders in 2027. The experiences and qualifications of each of the director nominees enable each of them to provide meaningful input and guidance to the board.

  4. NOMINATIONS FROM SHAREHOLDERS

    | | JOSEPH E. CREED Chairman of the Board and CEO of Caterpillar Inc. Age: 50 Director since: 2025 MANAGEMENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ None | CATERPILLAR BOARD COMMITTEES: ■ None OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None |

  5. Experience

    Experience

  6. Experience

    | ■ | Chairman of the Board (2026) | | ■ | Chief Executive Officer (2025) | | ■ | Chief Operating Officer (2023-2025) | | ■ | Group President, Energy & Transportation (2021-2023) | | ■ | Senior Vice President, Electric Power (2020-2021) | | ■ | Senior Vice President, Oil & Gas and Marine (2019-2021) | | ■ | Senior Vice President, Finance Services and President, Caterpillar Venture Capital (2017-2019) | | ■ | Interim Chief Financial Officer (2018) | | ■ | Chief Financial Officer, Energy & Transportation (2013-2016) | | ■ | Joined Caterpillar in 1997. |

  7. Experience

    | ■ | Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Finance & Accounting and Risk Management - obtained during his nearly three decades of experience at Caterpillar in senior management and executive positions. This includes extensive knowledge and oversight of all aspects of Caterpillar's financial and accounting functions, corporate strategy, as well as the introduction of advancements in engine power density, establishment of a dedicated battery and advanced power organization, and acquisitions to amplify the company's capabilities in both oil and gas, and distributed power generation. | | ■ | Customer and Product Support Services, Technology, Global Experience and Manufacturing / Logistics - developed during his long career at Caterpillar, the world's leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives with extensive international operations. |

  8. Experience

    | 18 | Proxy Statement 2026 | |

  9. Experience

    | | JAMES C. FISH, JR. President and CEO of Waste Management, Inc. (waste and environmental services) Age: 63 Director since: 2023 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Waste Management, Inc. | CATERPILLAR BOARD COMMITTEES: ■ Audit ■ Sustainability and other Public Policy, Chair ■ Executive OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None |

  10. Experience

    Experience

  11. Experience

    | ■ | President and Chief Executive Officer (2016–present), Chief Financial Officer (2012–2016), Executive Vice President (2012–2016), Senior Vice President – Eastern Group (2011–2012), Vice President – PA/WV Area (2009–2011), Vice President – Pricing (2003–2006), Director – Financial Planning (2001–2003), Waste Management, Inc. | | ■ | Vice President – Finance (1999–2001), Westex | | ■ | Vice President – Revenue Management (1995–1999), Trans World Airlines, Inc. | | ■ | Director of Yield Management (1986–1995), America West Airlines, Inc. |

  12. Experience

    | ■ | CEO, Leadership, Business Development and Strategy, and Risk Management – obtained while serving in leadership roles, including CEO of Waste Management, North America’s largest comprehensive waste management environmental solutions provider. As President and CEO of Waste Management, he has shifted the company’s sustainability strategy to focus on minimizing its environmental impact by reducing carbon emissions, investing in differentiated, innovative technologies and automation, and expanding recycling and renewable energy infrastructure to help Waste Management’s customers achieve their sustainability goals. As CEO of a heavily regulated business, he leads a large government affairs team that interacts with all levels of government. | | ■ | Audit Committee Financial Expert and Finance & Accounting – obtained while serving as CFO of Waste Management where he gained valuable expertise in accounting and external reporting. | | ■ | Board of Directors Experience (other boards) – gained while serving as a director of Waste Management. |

  13. Experience

    | | Proxy Statement 2026 | 19 |

  14. Experience

    | | Lynn J. Good Former Chair and CEO of Duke Energy Corporation Age: 67 Director since: 2026* INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ The Boeing Company ■ Morgan Stanley | CATERPILLAR BOARD COMMITTEES: ■ Audit ■ Compensation and Human Resources OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ Duke Energy Corporation |

  15. Experience

    Ms. Good was brought to the attention of the board through her experience as chief executive officer of Duke Energy Corporation, one of the largest grid and generation operators with experience relevant to the company’s business. She was vetted by an independent professional search firm.

  16. Experience

    Experience

  17. Experience

    | ■ | Chair of the Board (2016–2025), Chief Executive Officer (2013-2025), President (2013-2024), Vice Chair (2013-2016), Executive Vice President and CFO (2009-2013), Duke Energy Corporation | | ■ | Audit Partner (2002-2003), Deloitte & Touche | | ■ | Audit Partner (1992-2002), Arthur Andersen LLP |

  18. Experience

    | ■ | CEO, Leadership, Business Development and Strategy, and Risk Management – obtained while serving in leadership roles, including as former chair and CEO of Duke Energy Corporation, one of the largest grid and generation operators in the U.S., where she was responsible for guiding Duke Energy Corporation through a highly dynamic regulatory environment, modernizing regulatory constructs across multiple states, developing innovative customer solutions, delivering industry-leading safety and operations and transforming Duke Energy Corporation into a pure-play portfolio of regulated utility businesses. | | ■ | Audit Committee Financial Expert and Finance & Accounting – obtained while serving as CFO of Duke Energy Corporation and as audit partner at Deloitte & Touche and Arthur Andersen LLP where she gained valuable expertise in finance, accounting and external reporting. | | ■ | Board of Directors Experience (other boards) – gained while serving as a director, chair and committee chair of other large, publicly traded corporations, including as chair of Duke Energy Corporation, chair of the Compensation Committee and member of the Audit Committee at The Boeing Company and member of the Audit Committee at Morgan Stanley. |

  19. Experience

    | * Anticipated to be effective August 1, 2026 (Ms. Good’s start date after election). |

  20. Experience

    | 20 | Proxy Statement 2026 | |

  21. Experience

    | | GERALD JOHNSON Retired Executive Vice President, Global Manufacturing and Sustainability of General Motors Company (manufacturing) Age: 63 Director since: 2021 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Eaton Corporation | CATERPILLAR BOARD COMMITTEES: ■ Compensation and Human Resources ■ Sustainability and other Public Policy OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None |

  22. Experience

    Experience

  23. Experience

    | ■ | Executive Vice President, Global Manufacturing and Sustainability (2019–2024), Vice President North America Manufacturing and Labor Relations (2017–2019), Vice President Global Operational Excellence (2014–2017), joined the company in 1980, General Motors Company (GM). |

  24. Experience

    | ■ | Audit Committee Financial Expert, Leadership, Business Development and Strategy, Customer and Product Support Services, Technology, Global Experience and Manufacturing/Logistics – obtained during his over 40-year career at GM, where he was responsible for the quality and safety performance for 103,000 employees representing more than 129 manufacturing facilities in 16 countries on five continents, which allowed him to provide valuable insight and perspective to the board on strategic and business matters. He led global manufacturing and sustainability at GM where he was responsible for ensuring GM’s governance and training programs effectively addressed human rights issues. He actively contributed to GM's ethical sourcing and human rights initiatives, collaborating with NGOs and implementing robust due diligence programs to ensure responsible practices across GM’s operations and supply chain. This includes supporting the release of GM's Human Rights Report and Responsible Material Policy, which set new standards for supplier conduct and material sourcing. He has also led GM’s Manufacturing Engineering and Labor Relations organizations. He was a founding member of GM’s Inclusion Advisory Board, created to foster and grow an inclusive and engaged internal culture. He has also served as a member of the GM Political Action Committee Board and Steering Committee since 2020. |

  25. Experience

    | | Proxy Statement 2026 | 21 |

  26. Experience

    | | NAZZIC S. KEENE Former CEO of Science Applications International Corporation (technology) Age: 65 Director since: 2024 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Automatic Data Processing Inc. ■ ITT Inc. | CATERPILLAR BOARD COMMITTEES: ■ Compensation and Human Resources ■ Nominating and Governance OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ Science Applications International Corporation |

  27. Experience

    Experience

  28. Experience

    | ■ | Chief Executive Officer (2019-2023), Chief Operating Officer (2017-2019), President of Global Markets & Missions (2013-2017), joined the company in 2012, Science Applications International Corporation (SAIC). |

  29. Experience

    | ■ | CEO, Leadership, Business Development & Strategy, Finance & Accounting Government/Regulatory Affairs, Customer and Product Support Services, Risk Management and Global Experience – gained from her executive positions at SAIC, a multi-billion dollar global company engaged in integrating information technology systems that manage engineering, large-scale IT modernization and security logistics, simulation and data analytics for government bodies where she was responsible for, among other things, overseeing daily operations of the company including its long-term strategy for profitable growth. | | ■ | Technology - gained over her three decades of experience in the information systems and technology services industry, with 25 years of experience in executive management positions. | | ■ | Board of Directors Experience (other boards) – gained while serving as a director of other publicly-traded companies such as ITT Inc. and Automatic Data Processing Inc. (ADP). She currently serves on the Nominating & Governance Committee of ITT Inc., chairs the Nominating & Governance Committee and serves on the Audit Committee of ADP. |

  30. Experience

    | 22 | Proxy Statement 2026 | |

  31. Experience

    | | DAVID W. MACLENNAN Former Chair and CEO of Cargill, Inc. (food and agriculture) Age: 66 Director since: 2021 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Ecolab Inc. | CATERPILLAR BOARD COMMITTEES: ■ Audit, Chair ■ Sustainability and other Public Policy ■ Executive OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None |

  32. Experience

    Experience

  33. Experience

    | ■ | Executive Chair (2023), Chair (2015–2022), Chief Executive Officer (2013–2022), Chief Operating Officer (2011–2013), Chief Financial Officer (2008–2011), joined the company in 1991, Cargill, Inc. |

  34. Experience

    | ■ | CEO, Leadership, Business Development and Strategy, Government/Regulatory Affairs, Risk Management, Technology, Global Experience and Manufacturing/Logistics – obtained while serving in leadership roles including as former CEO of Cargill, a large multinational corporation, where he helped develop a business model and culture to position Cargill for long-term success. He oversaw Cargill’s building of expertise in alternative proteins and development of technologies and digital solutions to transform farming, supply chains and food delivery, and undertook several large acquisitions during his tenure. As CEO of Cargill, he worked to address climate change and water risks by investing in renewable diesel, decarbonize maritime shipping by developing new wind propulsion technology that aimed to reduce shipping carbon dioxide emissions by as much as 30% and strengthen the food system by training over five million farmers globally on regenerative agriculture practices that sequester carbon, improve soil health and increase crop yields. He also directed numerous human capital management initiatives including particular focus on safety and reduction of injuries in Cargill’s facilities. His CEO responsibilities also included frequent interaction with government officials and NGOs throughout the world and he also served on Cargill’s board of directors for over 15 years. | | ■ | Finance & Accounting and Audit Committee Financial Expert – developed while serving as CFO of Cargill, where he was responsible for all financial aspects of the business, including financing, internal controls and reporting, capital investments and budgeting. | | ■ | Board of Directors Experience (other boards) – gained while serving as a director since 2016 on the board of Ecolab where he is a member of the Compensation & Human Capital Management Committee, chair of the Governance Committee and is the lead independent director. |

  35. Experience

    | | Proxy Statement 2026 | 23 |

  36. Experience

    | | JUDITH F. MARKS Chair, CEO and President of Otis Worldwide Corporation (elevator and escalator manufacturing, installation and service) Age: 62 Director since: 2023 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Otis Worldwide Corporation | CATERPILLAR BOARD COMMITTEES: ■ Audit ■ Compensation and Human Resources OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None |

  37. Experience

    Experience

  38. Experience

    | ■ | Chair of the Board (2022–present), Chief Executive Officer (2019–present), President (2017–present), Otis Worldwide Corporation | | ■ | Chief Executive Officer (2017), Executive Vice President of New Equipment Solutions (2016–2017), Executive Vice President of Global Solutions (2015–2016), Dresser-Rand Group, Inc. | | ■ | Chief Executive Officer (2017), Siemens USA, President and Chief Executive Officer (2011–2015), Siemens Government Technologies, Inc. | | ■ | Vice President of Strategy & Business Development, Electronic Systems (2009–2011), President of Transportation & Security Solutions (2005–2009), President of Information Systems & Global Services (2005–2009), Executive Vice President of Transportation and Security Solutions (2005), President of Distribution Technologies Division (2001–2005), Lockheed Martin Corporation |

  39. Experience

    | ■ | Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology, Global Experience and Manufacturing/Logistics – gained from her experience in executive positions at Otis Worldwide Corporation, the world’s leading provider and maintainer of elevators, escalators and moving walkways; as executive vice president of New Equipment Solutions and executive vice president of Global Solutions, and CEO of Dresser-Rand Group, Inc.; as president and CEO of Siemens USA and Siemens Government Technologies, Inc.; and in various senior leadership positions at Lockheed Martin Corporation. During her current tenure at Otis, she led the successful spin-off of Otis to an independent publicly traded company over the past five years, drove the successful implementation of Otis’ service-driven business model, prioritized and advanced Otis’ sustainability program by embedding it into the company strategy as a key element to drive added value for all stakeholders and initiated the company’s focus on modernization of aging equipment to drive enhanced mobility and energy efficiency and adoption of safer modern products and services. She lives The Absolutes at Otis (Safety, Ethics, and Quality) which establish standards of conduct and ethical principles that guide the way the company works. She also sponsored Made to Move Communities, Otis’ signature corporate social responsibility program that focuses on advancing youth STEM education. In her role as CEO of Siemens USA, she led a $24 billion global organization in the areas of electrification, automation and digitalization with 50,000 employees and 60 manufacturing locations. She served as chair of the Siemens Foundation which advances workforce development, health equity, and clean economy jobs in the United States. | | ■ | Board of Directors Experience (other boards) – gained while serving as a director and chair of the board of Otis Worldwide Corporation and as a director on the board of the Business Roundtable and AdvanceCT. She also previously served as a director on the boards of Hubbell Incorporated and Siemens Government Technologies, Inc. |

  40. Experience

    | 24 | Proxy Statement 2026 | |

  41. Experience

    | | DEBRA L. REED-KLAGES Former Chairman and CEO of Sempra Energy (energy infrastructure and utilities) Age: 69 Director since: 2015 INDEPENDENT Lead Independent Director | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Chevron Corporation ■ Lockheed Martin Corporation | CATERPILLAR BOARD COMMITTEES: ■ Nominating and Governance, Chair ■ Executive, Chair OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ Halliburton Company ■ Oncor Electric Delivery Company LLC ■ Sempra Energy |

  42. Experience

    Experience

  43. Experience

    | ■ | Chairman of the Board (2012–2018), Chief Executive Officer (2011–2018), Executive Vice President (2010–2011), President and Chief Executive Officer, San Diego Gas and Electric and Southern California Gas Co., joined the company in 1978, Sempra Energy |

  44. Experience

    | ■ | Audit Committee Financial Expert, CEO, Leadership, Business Development and Strategy, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology and Global Experience – gained over her three decades of experience in senior management and executive positions, including as former CEO at Sempra, an energy infrastructure and utilities company, which also conducts business in Mexico and South America. While leading Sempra, she oversaw significant growth in the use of renewable generation, allowing her to provide valuable insights into trends in the power, oil and gas industries, which are key end-user markets for Caterpillar products. As chair and CEO of Sempra Energy, she led the transformation of San Diego Gas & Electric from all fossil fuel generation to become one of the utilities with the highest percentage of renewables in its portfolio and oversaw initiatives such as developing infrastructure in Mexico. Sempra Energy led renewable development, building wind and solar projects in the U.S. and Mexico to provide clean energy to customers. While at Sempra, she oversaw construction of multibillion dollar LNG and transmission projects and worked with EPC contractors to provide project oversight. She also led diversity and inclusion and supplier diversity at Sempra. In her role as vice president of Human Resources at Southern California Gas Co., she led diversity and inclusion and succession planning and development efforts and oversaw labor relations and union negotiations. Additionally, she also led compliance efforts enacting the corporate ethics policy at Sempra and ensuring proper governance and compliance frameworks were in place. | | ■ | Government/Regulatory Affairs – gained while in leadership roles at Sempra while serving four years on the National Petroleum Council, an advisory committee to the United States Secretary of Energy to study energy policy. In her leadership roles at Sempra, she led highly regulated energy businesses in numerous states and internationally and worked extensively with a wide array of government entities and regulators. | | ■ | Board of Directors Experience (other boards) – gained while a director of other large, publicly traded corporations such as Chevron, Lockheed Martin and Halliburton. She previously chaired the Nominating and Corporate Governance Committee at Haliburton and currently serves on the Management Development and Compensation Committee and Nominating and Corporate Governance Committee at Lockheed Martin and chairs the Audit Committee at Chevron. |

  45. Experience

    | | Proxy Statement 2026 | 25 |

  46. Experience

    | | SUSAN C. SCHWAB Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP (global law firm) Age: 71 Director since: 2009 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ FedEx Corporation ■ Marriott International, Inc. | CATERPILLAR BOARD COMMITTEES: ■ Sustainability and other Public Policy ■ Nominating and Governance OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ The Boeing Company |

  47. Experience

    Experience

  48. Experience

    | ■ | Board Chair (2022–present), National Foreign Trade Council | | ■ | Professor Emerita (2019–present), Professor (2009–2019), University of Maryland School of Public Policy | | ■ | Strategic Advisor (2010–present), Mayer Brown LLP | | ■ | U.S. Trade Representative (2006–2009), Deputy U.S. Trade Representative (2005–2006), United States Government | | ■ | President and Chief Executive Officer (2004–2005), University System of Maryland Foundation | | ■ | Consultant (2003), U.S. Department of Treasury | | ■ | Dean (1995–2003), University of Maryland School of Public Policy | | ■ | Director of Corporate Business Development (1993–1995), Motorola, Inc. | | ■ | Assistant Secretary of Commerce and Director General (1989–1993), U.S. and Foreign Commercial Service |

  49. Experience

    | ■ | Leadership, Business Development and Strategy, Risk Management and Global Experience – obtained over her 30-year career in international trade, commerce and public policy education, which allows her to provide important insights for the company’s global business model and long-standing support of open trade, as well as meaningful input and guidance to the board on strategy and geopolitics and the evaluation of global economic conditions. As dean of the University of Maryland School of Public Policy, she led a strategic realignment of the school’s curriculum that led to a new specialization in philanthropy and non-profit management and also co-founded a non-profit to fund students of color to benefit from graduate programs and consider careers in public policy and international affairs. While working as U.S. trade representative, a Cabinet post, she worked to eliminate tariff barriers to environmental goods, such as clean energy technologies, worked with key non-governmental organizations to help champion negotiations to eliminate subsidization of industrial fishing fleets that contribute to overfishing of the oceans, helped build enforceable environmental and labor provisions into U.S. trade agreements for the first time, and helped negotiate and achieve Congressional passage of trade agreements. | | ■ | Government/Regulatory Affairs – gained as U.S. Trade Representative and director-general of the U.S. and Foreign Commercial Service, the export promotion arm of the U.S. government. As director general of U.S. and Foreign Commercial Service, she was responsible for over 200 field offices in the U.S. and 70 countries, with supervisory responsibility for American and international employees in multiple employment systems. She also introduced the agency’s first training curriculum with diversity, equity and inclusion components. | | ■ | Board of Directors Experience (other boards) and Technology – gained while serving as a director of other large, publicly traded multinational corporations, including FedEx, Marriott and Boeing. |

  50. Experience

    | 26 | Proxy Statement 2026 | |

  51. Experience

    | | RAYFORD WILKINS, JR. Former CEO of Diversified Businesses at AT&T Inc. (telecommunications) Age: 74 Director since: 2017 INDEPENDENT | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Morgan Stanley ■ Valero Energy Corporation | CATERPILLAR BOARD COMMITTEES: ■ Compensation and Human Resources, Chair ■ Nominating and Governance ■ Executive OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None |

  52. Experience

    Experience

  53. Experience

    | ■ | CEO of Diversified Businesses (2007–2012), held other leadership roles including Group President of Marketing and Sales, SBC Communications, President and CEO, SBC and Pacific Bell, and President and CEO Southwestern Bell Telephone, joined in 1974, AT&T Inc. |

  54. Experience

    | ■ | Audit Committee Financial Expert, Leadership, Business Development & Strategy, Government/Regulatory Affairs, Customer and Product Support Services, Finance & Accounting, Risk Management, Technology and Global Experience – gained while in leadership roles at AT&T, where he was responsible for international investments, AT&T Interactive, AT&T Advertising Solutions, customer information services and the consumer wireless initiative in India; his service on the Advisory Council of the McCombs School of Business at the University of Texas at Austin; and his service as a director at Valero Energy Corporation and Morgan Stanley. As chair of Valero’s Human Resources and Compensation Committee, he was integral to Valero’s progress in linking pay with HSE (health, safety and environmental) and ESG performance. He also served on the Institute for Inclusion Advisory Board at Morgan Stanley, which aims to develop and accelerate an integrated and transparent diversity, equity and inclusion strategy. | | ■ | Board of Directors Experience (other boards) – gained while a director and committee chair of other large, publicly traded corporations, including as chair of the Governance and Sustainability Committee at Morgan Stanley and chair of the Human Resources and Compensation Committee and the newly established Sustainability and Public Policy Committee at Valero Energy Corporation. |

  55. Experience

    | | Proxy Statement 2026 | 27 |

  56. Experience

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation for our non-employee directors during the year ended December 31, 2025. Neither Mr. Umpleby, who served as chairman throughout 2025, including as chief executive officer until May 1, 2025, and as executive chairman thereafter, nor Mr. Creed, who served as chief executive officer beginning May 1, 2025, received separate compensation for their service on the board. Annual compensation for non-employee directors for 2025 was comprised of the following components:

  57. Experience

    | Restricted Stock Units (1 Year Vesting) | $170,000 | | Cash Retainer | $150,000 | | Cash Stipends: | | | Lead Independent Director (Executive Committee Chair) | $50,000 | | Audit Committee Chair | $35,000 | | Compensation and Human Resources Committee Chair | $25,000 | | Nominating and Governance Committee Chair | $25,000 | | Sustainability and other Public Policy Committee Chair | $25,000 |

  58. Experience

    The board has set a minimum Caterpillar stock ownership target for directors equal to five times the director’s annual cash retainer. Directors have a five-year period from the date of their election or appointment to meet the target and must maintain their target stock ownership while serving on the board and for a post-service period. Until a director has met the target, the director is precluded from disposing of shares. Once a director achieves the target, this restriction no longer applies unless a disposition would cause the director’s stock ownership to fall below the target. For purposes of determining whether the target has been met, the following shares are considered: shares owned directly or indirectly by the director or the director’s spouse; shares held in trust for the benefit of the director, the director’s spouse or the director’s children; and phantom shares under the Directors’ Deferred Compensation Plan. Unvested restricted stock units are not considered. As of the date of this proxy statement, all directors have met the target or are within the five-year accumulation period. Directors that joined the board prior to April 1, 2008, are also able to participate in a Charitable Award Program. A donation of up to $500,000 will be made by the company in the director’s name to charitable organizations selected by the director and a donation of up to $500,000 also will be made by the company in the director’s name to the Caterpillar Foundation. Directors derive no financial benefit from the Charitable Award Program.

  59. Experience

    | 28 | Proxy Statement 2026 | |

  60. DIRECTOR COMPENSATION FOR 2025

    DIRECTOR COMPENSATION FOR 2025

  61. DIRECTOR COMPENSATION FOR 2025

    | Director | Fees Earned or Paid in Cash | Restricted Stock Units(1) | All Other Compensation(2) | Total | | DANIEL M. DICKINSON | $82,843(3) | $— | $1,500 | $84,343 | | JAMES C. FISH, JR. | $163,874 | $175,033 | $5,000 | $343,907 | | GERALD JOHNSON | $150,000 | $175,033 | $5,000 | $330,033 | | NAZZIC S. KEENE | $150,000 | $175,033 | $— | $325,033 | | JUDITH F. MARKS | $150,000 | $175,033 | $5,000 | $330,033 | | DAVID W. MACLENNAN | $180,550 | $175,033 | $5,000 | $360,583 | | DEBRA L. REED-KLAGES | $225,000 | $175,033 | $— | $400,033 | | SUSAN C. SCHWAB | $150,000 | $175,033 | $— | $325,033 | | RAYFORD WILKINS, JR. | $175,000 | $175,033 | $5,000 | $355,033 |

  62. DIRECTOR COMPENSATION FOR 2025

    | (1) The amounts reported in this column represent RSUs granted in 2025 under the Caterpillar Inc. 2023 Long-Term Incentive Plan (LTIP), which are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. | | As of December 31, 2025, the number of RSUs (including accrued dividend equivalent units) and Phantom Shares held by those serving as non-employee directors during 2025 was: Mr. Dickinson: 11,048 Phantom Shares; Mr. Fish: 485 RSUs; Mr. Johnson: 1,744 (which consists of 485 RSUs and 1,259 Phantom Shares); Ms. Keene: 485 RSUs; Mr. MacLennan: 2,223 (which consists of 485 RSUs and 1,738 Phantom Shares); Ms. Marks: 1,018 (which consists of 485 RSUs and 533 Phantom Shares); Ms. Reed-Klages: 13,972 (which consists of 485 RSUs and 13,487 Phantom Shares); Ms. Schwab: 25,364 (which consists of 485 RSUs and 24,879 Phantom Shares); Mr. Wilkins: 485 RSUs. | | Mr. MacLennan elected to defer 50% of his 2025 Cash Retainer into the Directors’ Deferred Compensation Plan and invested 75% into Phantom Shares of Caterpillar Stock. These deferrals, plus the accumulated value of previous retainer deferrals for each of Mr. Dickinson and Ms. Reed-Klages, are included in the Phantom Shares totals above. Mr. Johnson elected to defer 100% of his 2025 Cash Retainer into the Interest Fund in the Directors’ Deferred Compensation Plan. Mr. MacLennan elected to invest the remaining 25% of his 50% deferral into the Interest Fund. | | Mr. Johnson, Mr. MacLennan, Ms. Marks, Ms. Reed-Klages and Ms. Schwab elected to defer a portion of their equity award that vested on June 12, 2025, into the Directors’ Deferred Compensation Plan. These deferrals, plus the accumulated deferrals of previous equity awards, are also included in the Phantom Share totals above. Mr. MacLennan elected to defer 50%, and Mr. Johnson, Ms. Keene, Ms. Marks, Ms. Reed-Klages and Ms. Schwab elected to defer 100% of the equity award granted on June 11, 2025. | | (2) All Other Compensation represents amounts paid in connection with the Directors’ Charitable Award Program and the Caterpillar Political Action Committee Charitable Matching Program (CATPAC’s PACMATCH program). For directors eligible to participate in the Directors’ Charitable Award Program, the amounts listed include the administrative fees as follows: Mr. Dickinson $1,500. | | As part of CATPAC’s PACMATCH program, Caterpillar Inc. will contribute to up to four charities on behalf of eligible members who contribute at the suggested giving level. The annual CATPAC contribution limit is $5,000. Mr. Fish, Mr. Johnson, Mr. MacLennan, Ms. Marks and Mr. Wilkins had contributions matched. | | (3) Mr. Dickinson did not stand for re-election at our 2025 annual meeting of shareholders, thereby concluding his board service June 11, 2025. His cash compensation includes pro-ration to the date his board service ceased. |

  63. DIRECTOR COMPENSATION FOR 2025

    BOARD ELECTION Directors are elected at each annual meeting to serve for a one-year term, other than Ms. Good, whose term will commence on August 1, 2026. In uncontested elections, directors are elected by a majority of the votes cast for such directorship. If an incumbent director does not receive a greater number of “for” votes than “against” votes, such director must tender his or her resignation to the board. In contested elections, directors are elected by a plurality vote. The mandatory retirement age for directors is 75. Each director who will have reached the age of 75, on or before the date of the next shareholders’ meeting, shall not stand for re-election at that annual meeting of the shareholders without an express waiver by the board. Additionally, under our Corporate Governance Guidelines, current directors must notify the chair of the NGC before accepting membership on the board of another public company. Furthermore, each director is required to tender his or her resignation to the board upon termination of a director’s primary occupation or other significant change in business or professional circumstances. Upon receipt of such a tendered resignation, the NGC will evaluate the circumstances, including the director’s anticipated time commitments and their impact on the director’s capacity to devote requisite time and attention to our board and its committees and make a recommendation to the board as to whether to accept the director’s resignation.

  64. DIRECTOR COMPENSATION FOR 2025

    | | Proxy Statement 2026 | 29 |

  65. DIRECTOR COMPENSATION FOR 2025

    BOARD LEADERSHIP STRUCTURE AND CHAIR SUCCESSION Our board is led by Ms. Reed-Klages, our lead independent director, and Mr. Creed, our chairman. Under Caterpillar’s bylaws, the directors annually elect a chairman. The board has no fixed policy on whether to have an executive or non-executive chairman and believes this determination should be made based on the best interests of the company and its shareholders in light of the circumstances at the time. In making such a determination, the board considers a variety of factors including the company’s strategic goals, the prevailing operating and governance environment, the skill set of the board’s independent directors, the dynamics of the board, the strengths and talents of the company’s senior management and shareholder feedback.

  66. COMPENSATION PROGRAM STRUCTURE

    | BASE SALARY Competitive pay to attract and retain talented executives | | ANNUAL INCENTIVE PLAN (AIP) An opportunity to earn an annual cash award based on the company’s financial performance and strategic business objectives | | LONG-TERM INCENTIVE A mix of performance-based restricted stock units (PRSUs), time-based restricted stock units (RSUs) and stock options to align management’s interests with long-term shareholders’ interests |

  67. COMPENSATION PROGRAM STRUCTURE

    Approximately 92 percent of our CEO’s 2025 total targeted compensation was variable and/or at-risk compensation, including 50 percent of long-term incentives delivered in the form of PRSUs with two equally-weighted performance metrics, Return on Invested Capital (ROIC) and relative Total Shareholder Return (rTSR) as compared to the S&P Capital Goods peer group, 25 percent delivered in the form of time-based RSUs, and 25 percent delivered in the form of stock options. See page 55 for additional information about the 2025 Long-Term Incentive (LTI) design.

  68. 2025 CEO COMPENSATION ELEMENTS (MR. CREED)(1)

    | (1) Details of compensation elements can be found on page 45. Mr. Creed’s service as CEO began May 1, 2025. | | * 50% of long-term incentives have performance-based vesting conditions. |

  69. PAY OUTCOMES DEMONSTRATE ALIGNMENT WITH COMPANY PERFORMANCE

    | (1) Excludes Ms. Pambianchi, who was hired on May 1, 2025 | | (2) Long-Term Incentive grant sizing details are provided on page 56 |

  70. CEO COMPENSATION

    | ■ | Base salary: 21% increase to Mr. Creed’s base salary upon his appointment as CEO in May 2025. | | ■ | Annual incentive award: annual incentive target award was set at 160% of his new CEO salary, aligned with the 25th percentile of the peer group. For 2025, Mr. Creed earned an annual incentive award equal to 1.18 times his target award. The earned award reflected strong company results against pre-determined performance goals, and was adjusted for tariffs as described on page 54. | | ■ | Long-term incentive award: an annual long-term incentive award with a combined total grant value of $12.5 million. The size of the award was based on the 25th percentile value of long-term incentive awards of the company’s peer group, reflecting his relative tenure as CEO. |

  71. CEO COMPENSATION

    | * Target values include: salary of $1,500,000 (CEO base salary as of May 1, 2025); annual incentive of $2,100,617 (blended value including time as COO); LTI grant of $15,783,856 (median of Compensation Peer Group). Total Target Value: $19,384,473 | | ** Actual values include: salary of $1,383,510; annual incentive of $2,476,800; LTI grant of $12,500,000. Total Actual Value: $16,360,310. Actual value reflects compensation earned during 2025, including amounts earned while Mr. Creed served as chief operating officer prior to his appointment to CEO on May 1, 2025. |

  72. THE COMPENSATION AND HUMAN RESOURCES COMMITTEE (CHRC)

    | COMPENSATION DECISIONS | Shareholder feedback | Recommendations and market data from independent compensation consultant | CHRC assessment of business climate and industry factors | Assessment of NEO performance and achievement of company goals | Clearly articulated compensation philosophy, with strong pay-for-performance alignment |

  73. COMPENSATION CONSIDERATIONS

    | ■ | Market values for comparably situated executives among our peer group | | ■ | Long-term shareholder value creation | | ■ | Cyclical nature of the business | | ■ | Performance relative to financial guidance provided throughout the year | | ■ | Enterprise and business unit operational performance | | ■ | Performance relative to peers and competitors | | ■ | Historical absolute and relative performance | | ■ | Key areas management can influence over the short- and long-term | | ■ | Development and retention of top talent | | ■ | Skills, experience and tenure of executive incumbents | | ■ | Environmental, social & governance considerations |

  74. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT The CHRC retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant during 2025. Meridian provides executive and director compensation consulting services, including advice regarding the design and implementation of compensation programs, market information, regulatory updates and analyses, and trends on executive compensation and benefits. Interactions between Meridian and management are generally limited to discussions on behalf of the CHRC or as required to fulfill requests at the CHRC’s direction. During 2025, Meridian did not provide any other services to the company. Based on these factors, the CHRC’s evaluation of Meridian’s independence pursuant to the requirements approved and adopted by the SEC and NYSE, and information provided by Meridian, the CHRC determined that the work performed by Meridian did not raise any conflicts of interest.

  75. INDEPENDENT COMPENSATION CONSULTANT

    | | Proxy Statement 2026 | 47 |

  76. BENCHMARKING COMPENSATION TO PEERS

    BENCHMARKING COMPENSATION TO PEERS

  77. 2025 COMPENSATION PEER GROUP

    2025 COMPENSATION PEER GROUP The CHRC regularly assesses the market competitiveness of the company’s executive compensation programs based on peer group data. The 2025 Compensation Peer Group was established based on the following criteria:

  78. 2025 COMPENSATION PEER GROUP

    | ■ | Companies deemed to be reasonably comparable in size, i.e., total sales and revenues and market capitalization | | ■ | Competitors and industry segment | | ■ | Potential sources for top talent | | ■ | Global presence with a significant portion of revenues coming from non-U.S. operations | | ■ | Geographic footprint |

  79. 2025 COMPENSATION PEER GROUP

    | 2025 Compensation Peer Group | | | 3M Company | GE Vernova Inc.(1) | | Archer-Daniels-Midland Company | General Electric Company | | The Boeing Company | General Motors Company | | Cisco Systems, Inc. | Halliburton Company | | Cummins Inc. | Honeywell International Inc. | | Deere & Company | Intel Corporation | | Emerson Electric Co. | Johnson Controls International plc | | FedEx Corporation | PACCAR Inc. | | Ford Motor Company | RTX Corporation |

  80. 2025 COMPENSATION PEER GROUP

    | (1) In August 2024, the CHRC approved the addition of GE Vernova to the Compensation Peer Group. Otherwise, the 2025 Compensation Peer Group remained unchanged from the previous year. |

  81. BENCHMARKING METHODOLOGY

    BENCHMARKING METHODOLOGY Market data provided by the independent consultant is sourced from the Aon Total Compensation Measurement Database, and size-adjusted to Caterpillar’s three-year average revenues using regression analysis to adjust for differences in the size of Caterpillar as compared to the peer companies for any given role. Each element of our NEOs’ compensation is then targeted to the median of the peer group and adjusted above or below based on performance. To the extent an NEO’s total actual compensation exceeds the peer group median, it is due to outstanding performance, experience, and demonstrated expertise. If an NEO’s compensation is below the median, it is generally due to underperformance against relevant metrics or reflective of an individual who is newer in his or her role.

  82. BASE SALARY

    BASE SALARY Base salary is the only fixed component of NEO compensation. The CHRC targets base salaries at the size-adjusted median level of the peer group. Each NEO’s base salary is determined by the individual’s level of responsibility and historical performance with reference to the market median. Base salary increases, if any, are based on achievement of individual and company objectives, contributions to Caterpillar’s performance and culture, leadership accomplishments and a comparison to those in comparable positions at peer companies. In May 2025, Mr. Creed’s salary was increased to $1.50 million in connection with his promotion to CEO. Mr. Umpleby’s salary was decreased to $1.20 million in connection with his transition from CEO and chairman to executive chairman. Except as otherwise noted, salary adjustments for all NEOs were made effective April 1, 2025.

  83. ANNUAL INCENTIVE

    ANNUAL INCENTIVE

  84. 2025 ANNUAL INCENTIVE PLAN DESIGN

    2025 ANNUAL INCENTIVE PLAN DESIGN The company’s Annual Incentive Plan (AIP) is designed to provide each NEO with the opportunity to earn an annual cash payout based on the short-term performance of the company and each NEO’s respective business. The AIP places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives and shareholders. For 2025, AIP measures and weightings remained unchanged from the prior year. Information about the 2025 measures, weightings and results can be found on page 50. After review and consideration of relevant market data, the CHRC approved the AIP target opportunity for each NEO, as shown below. The target opportunity for Mr. Creed was increased from 130% to 160% in connection with his promotion to CEO, aligning it with the 25th percentile of the market. The target opportunity for Mr. Umpleby was decreased from 185% to 125% in connection with his transition from CEO and chairman to executive chairman. The target opportunities for all other NEOs remained unchanged from the prior year.

  85. 2025 ANNUAL INCENTIVE PLAN DESIGN

    | TARGET OPPORTUNITY | UMPLEBY 125% | CREED 160% | BONFIELD 115% | DE LANGE 115% | JOHNSON 115% | PAMBIANCHI 100% |

  86. 2025 ANNUAL INCENTIVE PLAN DESIGN

    As in prior years, the 2025 AIP design included two strategic objectives modifiers, Services Growth and ESG Strategy. The Services Growth modifier focuses on the execution of services revenue growth plans across the enterprise working with our independent dealer network. ESG Strategy prioritizes focus on climate-related objectives as an important element of how Caterpillar is strategically addressing evolving customer demand and stakeholder expectations for a range of ESG considerations. More information about the modifiers and the assessed performance levels can be found in the section entitled Strategic Objectives Modifiers found on page 53.

  87. 2025 ANNUAL INCENTIVE PLAN DESIGN

    | 50 | Proxy Statement 2026 | |

  88. 2025 ANNUAL INCENTIVE PLAN DESIGN

    Each NEO's AIP 2025 payment was determined using the following formula: The AIP target opportunities, performance measures and weightings, as well as the strategic objectives modifiers, were communicated to the NEOs at the beginning of the performance period. All NEOs participated in the AIP in 2025.

  89. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS For 2025, the CHRC approved the following annual incentive performance measures: (1) Enterprise Operating Profit, (2) Operating Profit After Capital Charge (OPACC) and (3) Services Revenues, along with the Strategic Objectives Modifiers, described on page 53, which were unchanged from the prior year. The company’s strong weighting on financial metrics is similar to typical market practice and the company’s use of non-financial modifiers is consistent with the majority of peers with non-financial metrics. The largest portion of financial measures (ranging from 50 percent to 66 percent) of each NEO’s 2025 annual incentive opportunity was based on Enterprise Operating Profit, Enterprise OPACC and, where applicable, OPACC for their respective business. The remaining portion of each NEO’s annual incentive award opportunity was based on the Services Revenues metric for the enterprise or their respective businesses. Consistent with the Operating & Execution Model, Services Revenues align the company’s emphasis on the Services Growth strategy with variable incentive opportunity. When establishing the performance targets for 2025, the CHRC reviewed the company’s business plan, historical performance, management recommendations and feedback provided by the independent compensation consultant. Targets were set for each of the performance measures at levels that were designed to be reasonably achievable with strong management performance. Maximum performance levels were designed to be difficult to achieve in light of historical performance and the company’s business forecast at the time the measures were approved. The business forecast includes consideration of market, economic and geopolitical factors. The performance measures were also weighted according to the company’s business priorities and the responsibilities of each NEO.

  90. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    | | Proxy Statement 2026 | 51 |

  91. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    The charts below and the text that follows summarize the performance measures, weightings, strategic objectives modifiers, and results that the CHRC reviewed and approved for the 2025 annual incentive for each NEO. DESCRIPTION OF PERFORMANCE MEASURES

  92. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    | | PERFORMANCE MEASURE | DEFINITION | RATIONALE | | | ENTERPRISE OPERATING PROFIT | Enterprise Operating Profit measures the overall profitability of all of Caterpillar’s operations (including Machine, Power & Energy (MP&E) and Financial Products) before taxes, interest and other non-operating items. For AIP purposes, the Enterprise Operating Profit metric will be calculated as Caterpillar Consolidated Operating Profit excluding restructuring costs. | The CHRC approved Enterprise Operating Profit as a performance measure to incentivize management to enhance the overall profitability of the company. The CHRC believes that Enterprise Operating Profit is an important corporate metric for shareholders to be able to assess the financial health of the company. | | | ENTERPRISE OPERATING PROFIT AFTER CAPITAL CHARGE (OPACC) | Enterprise Operating Profit After Capital Charge (OPACC) measures how productively and efficiently Caterpillar is utilizing assets to generate shareholder value. For AIP purposes, Enterprise OPACC is calculated as MP&E adjusted operating profit excluding restructuring costs less the capital charge. For Enterprise OPACC, the capital charge equals average quarterly MP&E net assets multiplied by a pre-tax capital charge rate of 13 percent. | OPACC is designed to measure how productively and efficiently the company’s assets are being utilized by examining the relationship between the value of the company’s assets and the operating profit that those assets generate. An increase in OPACC means that the company’s management is utilizing assets more efficiently to generate shareholder value, which the CHRC views as key to Caterpillar’s long-term success. | | | SEGMENT OPERATING PROFIT AFTER CAPITAL CHARGE (OPACC) | For each segment, OPACC is calculated as segment profit less the capital charge. The capital charge is calculated as the average monthly net accountable assets multiplied by a pre-tax capital charge rate of 13 percent. | OPACC is designed to measure how productively and efficiently the company’s assets are being utilized by examining the relationship between the value of the company’s assets and the operating profit that those assets generate. An increase in OPACC means that the company’s management is utilizing assets more efficiently to generate shareholder value, which the CHRC views as key to Caterpillar’s long-term success. | | | SERVICES REVENUES | MP&E Services Revenues include, but are not limited to, aftermarket parts and other service-related revenues and exclude most Financial Products’ revenues, discontinued products and captive dealer services. Due to the competitively sensitive nature of this measure, the threshold, target and result levels have all been indexed and reported as such. | The CHRC approved Services Revenues as an important measure intended to further strengthen profitability realized by growth in aftermarket parts and services. |

  93. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    | 52 | Proxy Statement 2026 | |

  94. 2025 ANNUAL INCENTIVE PERFORMANCE MEASURES, GOALS AND RESULTS

    2025 ANNUAL INCENTIVE PERFORMANCE MEASURES, GOALS AND RESULTS

  95. 2025 EARNED INCENTIVE PAYMENTS

    | ■ | Absent an adjustment for tariff impacts, Enterprise AIP achievement would have been 98% of target, while an earned award would have been 115% if the financial impact of tariffs were fully excluded. Enterprise AIP achievement was set at 107% for Mr. Umpleby, Mr. Creed, Mr. Bonfield and Ms. Pambianchi. | | ■ | Similarly, Mr. De Lange’s segment would have achieved 91% of target including tariff impacts, or 104% excluding them; the CHRC set final achievement at 100%. | | ■ | Ms. Johnson’s segment would have achieved 88% of target including tariff impacts, or 106% excluding them; the CHRC set final achievement at 97%. |

  96. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE

  97. 2025 DESIGN

    | 2025 LTI DESIGN | | | Components | 2025 | | Mix & Weighting | 50% PRSUs 25% Time-Based RSUs 25% Stock Options | | Performance Metrics | Two equally weighted PRSU metrics: Return on Invested Capital (ROIC) Relative Total Shareholder Return (rTSR) | | PRSU Payout Opportunity | PRSU Leveraged Vesting/Payout with: Threshold (50%), Target (100%), Maximum (200%) |

  98. 2025 DESIGN

    Performance-based restricted stock units (PRSUs) are subject to a three-year performance cycle. Any earned award is determined at the end of that cycle. Time-based restricted stock units (RSUs) and stock options vest annually in one-third increments beginning on the first anniversary of the grant date, with the stock options expiring ten years after grant. Dividend Equivalent Units (DEUs) accrue on unvested RSUs and PRSUs and will only vest to the extent the underlying units vest. DEUs settle in additional shares. For the 2025 PRSU grants, the CHRC continued to use two equally weighted performance metrics: 50% measured on three-year average ROIC and 50% measured on annualized total shareholder return. Both metrics are measured over three full calendar years. ROIC is a broadly used LTI metric amongst our peers. Moreover, ROIC and the corresponding need to deliver returns above the cost of capital are critical elements of long-term shareholder value creation. The ROIC target for the 2025 grant was set at a level that was designed to be reasonably achievable with strong management performance, with the maximum performance level designed to be difficult to achieve in light of historical performance and the company’s business forecast at the time the PRSU grant was made. Relative TSR highlights shareholder returns (stock price appreciation and dividends) compared to the companies comprising the S&P Capital Goods index. This index includes a cross-section of approximately 50 large, global, manufacturing enterprises, including companies in the company’s compensation peer group. This index contains a robust sample of companies in similar industries or comparable capital intensity, which is reflective of the company’s investor base. The rTSR performance/reward structure is shown below. If results fall between specific goals, the associated payout will be determined by straight-line interpolation.

  99. 2025 GRANT SIZING

    | 1 | Benchmark the median LTI value for the company’s Compensation Peer Group. | | 2 | Adjust award values above or below the median to reflect individual performance, including consistency of performance against goals, leadership contributions, time in role and other relevant factors. |

  100. 2023–2025 PERFORMANCE RESTRICTED STOCK UNITS (PRSUs)

    2023–2025 PERFORMANCE RESTRICTED STOCK UNITS (PRSUs) The 2023–2025 performance period was the last one with PRSUs that were composed of a single return on equity (ROE) metric. Adjustments were made to the ROE to exclude the impact of restructuring costs, pension and other post-employment benefits (OPEB) mark-to-market gains/losses resulting from plan remeasurements, a discrete tax benefit for a tax law change related to currency translation in 2024, and deferred tax valuation allowance adjustments. In each case, the CHRC determined that these adjustments were an appropriate use of its discretion and in the best interests of the company and its shareholders. For the 2023 grant, the PRSUs were earned based on a three-year average adjusted ROE of 53.5%, which exceeded the goal of 18%. As a result, 100% of the PRSUs granted for the 2023–2025 award cycle were earned. The chart below describes the company’s ROE performance and results for the 2023–2025 performance period:

  101. 2023–2025 PERFORMANCE RESTRICTED STOCK UNITS (PRSUs)

    | | Proxy Statement 2026 | 57 |

  102. POST-TERMINATION AND CHANGE IN CONTROL BENEFITS

    POST-TERMINATION AND CHANGE IN CONTROL BENEFITS Except for customary provisions in employee benefit plans and as required by applicable law, the NEOs do not have any pre-existing executive severance packages or contracts; however, the CHRC will consider the particular facts and circumstances of an NEO’s separation to determine whether payment of any severance or other benefit to such NEO is appropriate. Change in control benefits are provided under the company’s long-term and annual incentive plans and represent customary provisions for these types of plans and have no direct correlation with other compensation decisions. There is no cash severance or other benefits for a termination related to change in control beyond what is provided under the long-term and annual incentive plans. The company’s change in control provisions are subject to a “double trigger” and, when both a change in control and involuntary termination of employment without cause occur, provide accelerated vesting and target payouts under the incentive plans, as described further below. In the event of a qualifying termination of employment following a change in control, target payouts are provided under the incentive plans.

  103. POST-TERMINATION AND CHANGE IN CONTROL BENEFITS

    | ■ | All unvested stock options, performance-based restricted stock units and restricted stock units vest immediately. | | ■ | Stock options remain exercisable over the normal life of the grant. |

  104. POST-TERMINATION AND CHANGE IN CONTROL BENEFITS

    The annual incentive plan allows for the target award opportunity, prorated based on the individual’s time of employment from the beginning of the performance period through the latter of: (1) the change in control or (2) termination of employment. Additional information is disclosed in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

  105. 2025 CEO SUCCESSION

    | COMPENSATION COMPONENT | Creed | Umpleby | | Salary | $1,500,000 | $1,200,000 | | Annual Incentive | 160% of salary | 125% of salary | | Promotional Equity Award(1) | $5,500,000 | - |

  106. 2025 CEO SUCCESSION

    | (1) Mr. Creed received an equity award upon his promotion to CEO, in addition to his annual grant in March 2026, when he was chief operating officer. This amount is included in the $12.5 million total LTI value referenced in the CEO Compensation on page 45, and follows the same design as outlined under 2025 LTI design on page 55. |

  107. APPOINTMENT OF CHRISTY PAMBIANCHI

    APPOINTMENT OF CHRISTY PAMBIANCHI Christy Pambianchi was hired as Caterpillar’s chief human resources officer on May 1, 2025. As a component of her recruitment to join the company, Ms. Pambianchi was awarded a cash sign-on bonus of $450,000 and a PRSU grant valued at $5,500,000 (to offset forfeited equity from her prior employer), aligned to the 2025–2027 performance period and metrics outlined under 2025 Design on page 55. Ms. Pambianchi also received a 2025 LTI award grant comprised of time-vested RSUs valued at $675,000, non-qualified stock options valued at $675,000 and PRSUs valued at $1,350,000.

  108. POLICIES AND PRACTICES RELATED TO THE GRANTS OF CERTAIN EQUITY AWARDS

    POLICIES AND PRACTICES RELATED TO THE GRANTS OF CERTAIN EQUITY AWARDS In conjunction with promoting high ethical standards for the distribution of equity-based incentives, the CHRC has an established practice of granting stock options to all eligible employees on a predetermined schedule, specifically the first Monday of March of each year (other than in limited circumstances such as newly hired or promoted employees). The CHRC’s practice of setting options grant dates on a predetermined schedule is designed to avoid the possibility that the company could grant stock option awards prior to the release of material, non-public information that is likely to result in an increase in its stock price or delay the grant of stock option awards until after the release of material, non-public information that is likely to result in a decrease in the company’s stock price. Exercise prices of stock options, when granted, are generally set at, and cannot be lower than, the closing price per share of the company’s common stock on the NYSE on the day of grant. During fiscal year 2025, (1) none of the company’s NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material non-public information, and ending one business day after the filing or furnishing of such reports, and (2) the company did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  109. COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total Compensation | Total Without Change in Pension Value(6) | | D. JAMES UMPLEBY III(7) Executive Chairman | 2025 | $1,414,583 | $— | $13,080,611 | $4,227,829 | $2,509,300 | $— | $959,173 | $22,191,496 | $22,191,496 | | | 2024 | $1,811,250 | $— | $14,079,975 | $4,125,037 | $4,363,800 | $— | $881,234 | $25,261,296 | $25,261,296 | | | 2023 | $1,752,500 | $— | $8,499,949 | $8,500,034 | $5,733,900 | $— | $1,343,949 | $25,830,332 | $25,830,332 | | JOSEPH E. CREED(7) CEO | 2025 | $1,381,892 | $— | $9,538,484 | $3,101,117 | $2,476,800 | $— | $509,784 | $17,008,077 | $17,008,077 | | | 2024 | $1,115,000 | $— | $5,973,437 | $1,749,968 | $1,887,700 | $— | $404,460 | $11,130,565 | $11,130,565 | | | 2023 | $819,092 | $— | $2,199,975 | $2,199,962 | $1,771,700 | $— | $253,746 | $7,244,475 | $7,244,475 | | ANDREW R. J. BONFIELD CFO | 2025 | $991,575 | $— | $3,662,325 | $1,183,771 | $1,320,200 | $— | $289,828 | $7,447,699 | $7,447,699 | | | 2024 | $953,450 | $— | $4,095,869 | $1,200,047 | $1,434,400 | $— | $291,731 | $7,975,497 | $7,975,497 | | | 2023 | $916,800 | $— | $2,650,027 | $2,649,989 | $1,902,000 | $— | $241,123 | $8,359,939 | $8,359,939 | | BOB DE LANGE Group President | 2025 | $925,525 | $— | $2,765,492 | $893,866 | $1,147,100 | $— | $288,692 | $6,020,675 | $6,020,675 | | | 2024 | $889,950 | $— | $5,157,307 | $924,982 | $1,299,200 | $— | $285,416 | $8,556,855 | $8,556,855 | | | 2023 | $855,700 | $— | $2,199,975 | $2,199,962 | $1,651,200 | $— | $305,254 | $7,212,091 | $7,212,091 | | DENISE C. JOHNSON Group President | 2025 | $985,825 | $— | $2,765,492 | $893,866 | $1,201,900 | $— | $305,268 | $6,152,351 | $6,152,351 | | | 2024 | $947,900 | $— | $5,157,307 | $924,982 | $1,374,500 | $— | $311,808 | $8,716,497 | $8,716,497 | | | 2023 | $911,450 | $— | $2,199,975 | $2,199,962 | $1,874,200 | $— | $312,957 | $7,498,544 | $7,498,544 | | CHRISTY M. PAMBIANCHI CHRO | 2025 | $566,667 | $450,000 | $7,907,120 | $692,171 | $660,500 | $— | $398,458 | $10,674,916 | $10,674,916 |

  110. COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT

    | (1) The Supplemental Deferred Compensation Plan (SDCP) is a non-qualified deferred compensation plan, which effectively replaced the Supplemental Employees’ Investment Plan (SEIP) and Deferred Employees’ Investment Plan (DEIP). | | (2) SDCP allows eligible U.S. employees, including all NEOs, to voluntarily defer a portion of their base salary and annual incentive pay into the plan and receive a company matching contribution. Amounts deferred by executives in 2025 for base salary and annual incentive pay are included in the “2025 Summary Compensation Table.” Eligible U.S. employees, including all NEOs, also receive an annual non-elective contribution to SDCP by the company regardless of employee deferrals. Annual non-elective contributions and/or matching contributions to SDCP made by Caterpillar in 2025 are included in the “2025 All Other Compensation Table” under the “Company Contributions SDCP” column. SDCP participants may elect to receive a lump sum payment, or installment payments payable for up to 15 years, following their separation from service. | | (3) Aggregate earnings comprise interest, dividends, capital gains and appreciation/depreciation of notional investment results. The investment choices available to the participant mirror those of the company’s 401(k) plans. | | (4) Amounts in this column include the following amounts that have been reported in the “Summary Compensation Table” for the years 2023–2025 as follows: Mr. Umpleby, $3,210,547; Mr. Creed, $1,171,376; Mr. Bonfield, $1,276,468; Mr. De Lange, $696,628; Ms. Johnson, $1,140,985; Ms. Pambianchi, $0. |

  111. TERMS AND POTENTIAL PAYMENTS – CHANGE IN CONTROL

    TERMS AND POTENTIAL PAYMENTS – CHANGE IN CONTROL The following tabular information quantifies certain payments that would become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2025. The information is provided relative to the NEO’s compensation and service levels as of the date specified.

  112. TERMS AND POTENTIAL PAYMENTS – CHANGE IN CONTROL

    | | | Equity Awards | | | | | Name | Termination Scenario(1) | Stock Options(2) | PRSUs/ RSUs(3) | Annual Incentive(4) | Total | | D. JAMES UMPLEBY, III | Voluntary Separation | $54,644,134 | $61,239,254 | $2,509,300 | $118,392,688 | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $54,644,134 | $61,239,254 | $2,128,253 | $118,011,641 | | JOSEPH E. CREED | Voluntary Separation | $— | $— | $— | $— | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $12,786,638 | $29,647,421 | $2,100,617 | $44,534,676 | | ANDREW R. J. BONFIELD | Voluntary Separation | $8,205,115 | $17,991,523 | $1,320,200 | $27,516,838 | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $8,205,115 | $17,991,523 | $1,140,463 | $27,337,101 | | BOB DE LANGE | Voluntary Separation | $6,503,121 | $14,141,606 | $1,147,100 | $21,791,827 | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $6,503,121 | $17,188,928 | $1,064,495 | $24,756,545 | | DENISE C. JOHNSON | Voluntary Separation | $6,503,121 | $14,141,606 | $1,201,900 | $21,846,627 | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $6,503,121 | $17,188,928 | $1,133,850 | $24,825,899 | | CHRISTY M. PAMBIANCHI | Voluntary Separation | $— | $— | $— | $— | | | Termination for Cause | $— | $— | $— | $— | | | Termination Following CIC | $1,588,334 | $13,716,093 | $570,548 | $15,874,975 |

  113. TERMS AND POTENTIAL PAYMENTS – CHANGE IN CONTROL

    | (1) If a NEO qualifies for Long-Service Separation and voluntarily separates from the company, Long-Service Separation rules will apply to all outstanding awards, with the exception of the retention awards granted on January 12, 2024. In 2025, Mr. Umpleby, Mr. Bonfield, Mr. De Lange and Ms. Johnson each qualified for Long-Service Separation and would therefore receive the amounts reported under “Voluntary Separation.” | | (2) For valuation purposes, as of December 31, 2025, the option exercise price was lower than the year-end closing price of $572.87 for all outstanding options. The 2023, 2024, and 2025 grants were not fully vested as of December 31, 2025. | | (3) The valuation shown is based on the number of RSUs and the number of PRSUs granted, including any applicable DEUs, that have not vested (rounded to the nearest whole unit) multiplied by the closing price of Caterpillar common stock on December 31, 2025, which was $572.87 per share. | | (4) The AIP provisions limit the payout to a maximum of $15.0 million per participant in any single year. Amounts shown for “Termination Following CIC” represent the target payout available under the AIP. |

  114. TERMS AND POTENTIAL PAYMENTS – CHANGE IN CONTROL

    | | Proxy Statement 2026 | 71 |

  115. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  116. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | SCT Total Compensation for CEO (Umpleby) | SCT Total Compensation for CEO (Creed) | Compensation Actually Paid to CEO (Umpleby)(2) | Compensation Actually Paid to CEO (Creed)(2) | Average SCT Total Compensation for Other NEOs | Average Compensation Actually Paid to Other NEOs(2) | Cumulative TSR(3) | Cumulative Peer Group TSR (S&P 500 Industrials)(3) | Net Income ($M) | Return on Equity(4) | | 2025 | $22,191,496 | $17,008,077 | $82,309,936 | $49,423,389 | $7,573,910 | $23,806,106 | $346.12 | $189.72 | $8,884 | 44.1% | | 2024 | $25,261,296 | | $45,738,387 | | $9,094,854 | $15,172,848 | $215.91 | $158.87 | $10,792 | 55.0% | | 2023 | $25,830,332 | | $39,641,382 | | $7,698,819 | $11,525,285 | $173.20 | $135.24 | $10,335 | 61.5% | | 2022 | $20,607,600 | | $34,096,694 | | $6,610,827 | $10,398,658 | $137.52 | $114.48 | $6,705 | 45.3% | | 2021 | $24,298,032 | | $34,172,491 | | $7,610,248 | $10,084,611 | $115.95 | $121.12 | $6,489 | 37.2% |

  117. PAY VERSUS PERFORMANCE TABLE

    | (1) In 2025, Mr. Umpleby served as our CEO until April 30, and Mr. Creed became our CEO on May 1. For previous covered years, Mr. Umpleby served as our CEO. Other Named Executive Officers are as follows: for 2025, Andrew Bonfield, Bob De Lange, Denise Johnson and Christy Pambianchi; 2024, 2022 and 2021, Joe Creed, Denise Johnson, Bob De Lange and Andrew Bonfield; and for 2023, Andrew Bonfield, Suzette Long, Denise Johnson and Joe Creed. |

  118. PAY VERSUS PERFORMANCE TABLE

    | (2) Amounts reported in these columns are based on total compensation reported for our former and current CEOs and for other NEOs, respectively, in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes. |

  119. PAY VERSUS PERFORMANCE TABLE

    | | | SCT Total Compensation | Grant Date fair value of current year grants as disclosed in the SCT | Year-End fair value of awards granted in current year and unvested at year-end | Change in fair value of awards granted in prior years and unvested at year-end | Change in fair value of awards granted in prior years and vested in current year | Prior Year-End fair value of any awards forfeited during current year | Compensation Actually Paid | | 2025 | CEO (Umpleby) (1) | $22,191,496 | $(17,308,440) | $45,961,760 | $25,246,882 | $6,218,238 | $— | $82,309,936 | | | CEO (Creed) (1) | $17,008,077 | $(12,639,601) | $33,915,126 | $9,603,415 | $1,536,372 | $— | $49,423,389 | | | NEO Average(1) | $7,573,910 | $(5,191,026) | $14,744,252 | $5,389,713 | $1,289,257 | $— | $23,806,106 |

  120. PAY VERSUS PERFORMANCE TABLE

    | (3) Total shareholder return amounts assume an initial investment of $100 on December 31, 2020. |

  121. PAY VERSUS PERFORMANCE TABLE

    | (4) In accordance with SEC rules, the company is required to include in the Pay Versus Performance Table the “most important” financial performance measure (as determined by the company) used to link compensation actually paid to our executive officers to company performance for the most recently completed fiscal year. The company determined Return on Equity, which is a metric included in our incentive program, meets this requirement, and therefore, we have included this performance measure in the Pay Versus Performance Table. See page 56 for information regarding adjustments made to ROE. |

  122. PAY VERSUS PERFORMANCE TABLE

    | | Proxy Statement 2026 | 73 |

  123. PAY VERSUS PERFORMANCE TABLE

    The graphs below provide descriptions of the relationship between compensation actually paid (CAP) to our CEOs and the average of the CAP to our other NEOs and our total shareholder return (TSR), net income (referred to as profit in our consolidated financial statements) and ROE for the period indicated. In addition, the first graph below describes the relationship between Caterpillar’s TSR and our peer group’s TSR (S&P 500 Industrials) for the period indicated.

  124. COMPENSATION ACTUALLY PAID AND TSR

    COMPENSATION ACTUALLY PAID AND TSR

  125. COMPENSATION ACTUALLY PAID AND NET INCOME

    COMPENSATION ACTUALLY PAID AND NET INCOME

  126. COMPENSATION ACTUALLY PAID AND ROE

    COMPENSATION ACTUALLY PAID AND ROE

  127. COMPENSATION ACTUALLY PAID AND ROE

    | 74 | Proxy Statement 2026 | |