Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Creation of Revolving Credit Facility

On August 27, 2026, Caterpillar Financial Services Corporation ("Cat Financial") entered into a Credit Agreement (2026 364-Day Facility) (the "364-Day Credit Agreement") among Cat Financial, Caterpillar Inc. ("Caterpillar"), Caterpillar International Finance Designated Activity Company ("CIF"), Caterpillar International Finance Luxembourg S.à r.l. ("CIF LUX") and Caterpillar Finance Kabushiki Kaisha ("CFKK" and, together with Cat Financial, Caterpillar, CIF and CIF LUX, the "Borrowers"), certain financial institutions named therein (the "Banks"), Citibank, N.A. (the "Agent"), Citibank Europe plc, UK Branch (the "Local Currency Agent"), and MUFG Bank, Ltd. (the "Japan Local Currency Agent"), which provides an unsecured revolving credit facility to the Borrowers in an aggregate amount of up to $3.5 billion (the "364-Day Aggregate Commitment") that expires on August 26, 2027. In addition, on August 27, 2026, each of CIF and CIF LUX entered into a separate Local Currency Addendum with Cat Financial, the Local Currency Banks (as defined in the 364-Day Credit Agreement), the Agent and the Local Currency Agent, which enable CIF and CIF LUX to borrow in certain approved currencies including Pounds Sterling and Euros in an aggregate amount up to the equivalent of $100 million (together, the "364-Day Local Currency Addendums"), and Cat Financial, CFKK, the Japan Local Currency Banks (as defined in the 364-Day Credit Agreement), the Agent and the Japan Local Currency Agent entered into a Japan Local Currency Addendum (collectively with the 364-Day Local Currency Addendums and the 364-Day Credit Agreement, the "364-Day Facility"), which enables CFKK to borrow Japanese Yen in an aggregate amount up to the equivalent of $100 million, as part of the 364-Day Aggregate Commitment. The 364-Day Facility replaces the Credit Agreement (2025 364-Day Facility) and the related Local Currency Addendums and Japan Local Currency Addendum, which were entered into on August 28, 2025.

Amendments to and Extensions of Existing Credit Agreements

On August 27, 2026, Cat Financial and the other Borrowers entered into (i) a Fifth Amended and Restated Credit Agreement (Three-Year Facility), Local Currency Addendums and Japan Local Currency Addendum (collectively, the "Three-Year Facility Agreement"), which amended and restated the Fourth Amended and Restated Credit Agreement (Three-Year Facility) dated August 28, 2025 and the related Local Currency Addendums and Japan Local Currency Addendum (collectively, the "2025 Three-Year Facility") and (ii) a Fifth Amended and Restated Credit Agreement (Five-Year Facility), Local Currency Addendums and Japan Local Currency Addendum (collectively, the "Five-Year Facility Agreement" and together with the Three-Year Facility Agreement and the 364-Day Facility, the "Credit Facilities"), which amended and restated the Fourth Amended and Restated Five-Year Credit Agreement (Five-Year Facility) dated August 28, 2025 and the related Local Currency Addendums and Japan Local Currency Addendum (collectively, the "2025 Five-Year Facility").

The Three-Year Facility Agreement, among other things, extends the expiration date of the 2025 Three-Year Facility to August 27, 2029 and provides for an unsecured revolving credit facility to the Borrowers in an aggregate amount of up to $3.0 billion, and the Five-Year Facility Agreement, among other things, extends the expiration date of the 2025 Five-Year Facility to August 27, 2031 and provides for an unsecured revolving credit facility to the Borrowers in an aggregate amount of up to $5.0 billion.

The Credit Facilities are available for general corporate purposes. As of the date hereof, the Borrowers have not drawn on the Credit Facilities.

The Credit Facilities contain certain representations and warranties, covenants and events of default, including financial covenants. Under the Credit Facilities, Caterpillar is required to maintain consolidated net worth not less than $9 billion at all times. Caterpillar's consolidated net worth is defined as the consolidated stockholder's equity including preferred stock but excluding the pension and other post-retirement benefits balance within Accumulated other comprehensive income (loss). Cat Financial is required to maintain an interest coverage ratio above 1.15 to 1, where the interest coverage ratio is defined as the ratio of (1) profit excluding income taxes, interest expense and net gain/(loss) from interest rate derivatives to (2) interest expense, calculated at the end of each fiscal quarter, for the prior four consecutive fiscal quarter period. Cat Financial is also required to maintain a leverage ratio (consolidated debt to consolidated net worth) not greater than 10.0 to 1, calculated (1) on a monthly basis as the average of the leverage ratios determined on the last day of each of the six preceding calendar months and (2) on each December 31. Drawings under the Credit Facilities are also subject to conditions precedent and the payment of certain facility fees.