FULLTEXT DEL 3 AV 3
10-K – 2026-02-18 – pcar-20251231.htm
343.6 108.7 .6 452.9 452.9 Selling, general and administrative 254.2 246.4 84.4 585.0 159.0 744.0 Interest and other borrowing expenses 710.8 710.8 Depreciation and other expenses 718.5 718.5 Provision for losses on receivables 75.6 75.6 Other segment (income) expenses, net ( 1.8 ) 2.4 ( 114.4 ) ( 113.8 ) ( 113.8 ) $ 2,852.6 $ 1,704.5 $ 13.5 $ 4,570.6 $ 435.6 $ 5,006.2 Investment income 394.7 Income before income taxes $ 2,852.6 $ 1,704.5 $ 13.5 $ 4,570.6 $ 435.6 $ 5,400.9 Depreciation and amortization: $ 374.0 $ 14.8 $ 24.7 $ 413.5 $ 503.4 $ 916.9 Expenditures for long-lived assets: $ 711.4 $ 52.2 $ 51.4 $ 815.0 $ 887.7 $ 1,702.7 2023 Business Segment Data Truck Parts Other Truck, Parts and Other Financial Services Total Net sales and revenues $ 27,257.1 $ 6,486.5 $ 54.7 $ 33,798.3 $ 1,811.9 $ 35,610.2 Less intersegment ( 410.7 ) ( 72.1 ) ( 482.8 ) ( 482.8 ) External Customers $ 26,846.4 $ 6,414.4 $ 54.7 $ 33,315.5 $ 1,811.9 $ 35,127.4 Cost of sales and revenues 22,440.6 4,369.6 84.0 26,894.2 26,894.2 Research and development 306.6 103.5 .8 410.9 410.9 Selling, general and administrative 278.5 238.0 87.8 604.3 149.0 753.3 Interest and other borrowing expenses 500.6 500.6 Depreciation and other expenses 590.7 590.7 Provision for losses on receivables 31.3 31.3 Other segment expenses, net* 20.8 .7 498.9 520.4 520.4 $ 3,799.9 $ 1,702.6 $ ( 616.8 ) $ 4,885.7 $ 540.3 $ 5,426.0 Investment income 292.2 Income (loss) before income taxes $ 3,799.9 $ 1,702.6 $ ( 616.8 ) $ 4,885.7 $ 540.3 $ 5,718.2 Depreciation and amortization: $ 403.5 $ 15.0 $ 25.3 $ 443.8 $ 480.1 $ 923.9 Expenditures for long-lived assets: $ 584.8 $ 65.7 $ 33.2 $ 683.7 $ 582.2 $ 1,265.9 * In 2023, Other includes a $ 600.0 charge related to civil litigation in Europe (EC-related claims) which is discussed in Note L. Business Segment Data 2025 2024 2023 Segment Assets: Truck $ 7,966.1 $ 7,563.3 $ 8,038.5 Parts 2,278.5 2,097.0 1,912.1 Other 2,034.5 1,697.2 1,249.6 Cash and marketable securities 9,253.7 9,649.9 8,659.3 21,532.8 21,007.4 19,859.5 Financial Services 22,803.4 22,411.5 20,963.9 $ 44,336.2 $ 43,418.9 $ 40,823.4 78 management’s report on internal control over financial reporting The management of PACCAR Inc (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management assessed the Company’s internal control over financial reporting as of December 31, 2025, based on criteria for effective internal control over financial reporting described in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025. Ernst & Young LLP, the Independent Registered Public Accounting Firm that audited the financial statements included in this Annual Report, has issued an attestation report on the Company’s internal control over financial reporting. The attestation report is included on page 81. R. Preston Feight Chief Executive Officer 79 report of independent registered public accounting firm To the Stockholders and the Board of Directors of PACCAR Inc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of PACCAR Inc (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Product Warranty Description of the Matter The Company’s liability for product warranty totaled $596 million at December 31, 2025. As discussed in Note A of the consolidated financial statements, the Company’s liability for product warranty is estimated and recorded at the time products are sold based on historical and current data and reasonable expectations for the future regarding the frequency and cost of warranty claims, net of recoveries. The Company periodically assesses the adequacy of its recorded liabilities and adjusts them as appropriate to reflect actual experience. Auditing the Company’s liability for product warranty is complex due to the significant measurement uncertainty associated with the estimate and the application of significant management judgment, including the inputs used to estimate the number of and cost of future warranty claims. In addition, management formulates an estimate of recoveries from suppliers. How We Addressed the Matter in Our Audit We evaluated and tested the design and operating effectiveness of internal controls over the warranty reserve process, including management’s assessment of the assumptions and data underlying the reserve. To evaluate the liability for product warranty, our audit procedures included, among others, testing the completeness and accuracy of the underlying claims, supplier recovery data and assumptions used in the warranty accrual calculation. We also assessed the historical accuracy of management’s estimates through a hindsight analysis. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1945 Seattle, Washington February 18, 2026 80 report of independent registered public accounting firm To the Stockholders and the Board of Directors of PACCAR Inc Opinion on Internal Control Over Financial Reporting We have audited PACCAR Inc’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, PACCAR Inc (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 18, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Seattle, Washington February 18, 2026 81 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. The registrant has not had any disagreements with its independent auditors on accounting or financial disclosure matters. ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures. The Company’s management, with the participation of the Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. Management’s Report on Internal Control over Financial Reporting. Management’s Report on Internal Control over Financial Reporting on page 79 and Report of Independent Registered Public Accounting Firm on the Company’s internal control over financial reporting on page 81 for the year ended December 31, 2025, are included in this Form 10-K. There have been no changes in the Company’s internal controls over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s year ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 82 PART III ITEM 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE. Item 401(a), (d), and (e) of Regulation S-K: The following information is included in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference: Identification of directors, family relationships, and business experience is included under the caption “ITEM 1: ELECTION OF DIRECTORS.” Item 401(b) of Regulation S-K: Information about the Company’s executive officers is included in Part I, Item 1 of this Form 10-K. Item 405 of Regulation S-K: The information required by this item is included in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference. Item 406 of Regulation S-K: The Company has adopted a Code of Ethics applicable to the registrant’s senior financial officers including the Chief Executive Officer and Chief Financial Officer. The Company, in accordance with Item 406 of Regulation S‑K, has posted this Code of Ethics on its website at www.paccar.com . The Company intends to disclose on its website any amendments to, or waivers from, its Code of Ethics that are required to be publicly disclosed pursuant to the rules of the Securities and Exchange Commission. The information on the Company’s website is not incorporated by reference into this report. Item 407(d)(4) and 407(d)(5) of Regulation S‑K: The following information is included in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference: • Identification of the audit committee is included under the caption “THE AUDIT COMMITTEE.” • Identification of audit committee financial experts is included under the caption “AUDIT COMMITTEE REPORT.” Item 408(b) of Regulation S-K: The Company maintains insider trading policies and procedures governing the purchase and sale of the Company’s securities by directors, officers and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and Nasdaq listing standards. The Company’s insider trading policies and procedures are included as Exhibit 19 of this Form 10-K. ITEM 11. EXECUTI VE COMPENSATION. The following information is included in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference: • Compensation of Directors is included under the caption “COMPENSATION OF DIRECTORS.” • Compensation of Executive Officers and Related Matters is included under the caption “COMPENSATION OF EXECUTIVE OFFICERS.” • Compensation Committee Report is under the caption “COMPENSATION COMMITTEE REPORT.” 83 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWN ERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Stock ownership information is included under the captions “STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS” and “STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS” in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference. Information regarding equity compensation plans required by Regulation S‑K Item 201(d) is provided in Item 5 of this Form 10‑K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. No transactions with management and others as defined by Item 404 of Regulation S‑K occurred in 2025. Information concerning director independence is included under the caption “BOARD GOVERNANCE” in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference. ITEM 14. PRINCIPAL A CCOUNTANT FEES AND SERVICES. Our independent registered public accounting firm is Ernst & Young LLP, Seattle, Washington (Auditor Firm ID No. 42 ). Principal accounting fees and services information is included under the caption “INDEPENDENT AUDITORS” in the proxy statement for the annual stockholders meeting of April 28, 2026 and is incorporated herein by reference. 84 PART IV ITEM 15. EXHIBITS, FINANC IAL STATEMENT SCHEDULES. (a) (1) Listing of financial statements The following consolidated financial statements of PACCAR Inc are included in Item 8: Consolidated Statements of Income — Years Ended December 31, 2025, 2024 and 2023 Consolidated Statements of Comprehensive Income — Years Ended December 31, 2025, 2024 and 2023 Consolidated Balance Sheets — December 31, 2025 and 2024 Consolidated Statements of Cash Flows — Years Ended December 31, 2025, 2024 and 2023 Consolidated Statements of Stockholders’ Equity — Years Ended December 31, 2025, 2024 and 2023 Notes to Consolidated Financial Statements — December 31, 2025, 2024 and 2023 (2) Listing of financial statement schedules All schedules are omitted because the required matter or conditions are not present or because the information required by the schedules is submitted as part of the consolidated financial statements and notes thereto. (3) Listing of Exhibits (in order of assigned index numbers): Exhibit Number Exhibit Description Form Date of First Filing Exhibit Number File Number (3) (i) Articles of Incorporation: Amended and Restated Certificate of Incorporation of PACCAR Inc 8-K May 4, 2018 3(i) 001-14817 Certificate of Amendment of Amended and Restated Certificate of Incorporation of PACCAR Inc 8-K April 24, 2020 3(i) 001-14817 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of PACCAR Inc 8-K April 29, 2022 3(i) 001-14817 (ii) Bylaws: Seventh Amended and Restated Bylaws of PACCAR Inc 8-K July 26, 2022 3(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 U.S. Bank Trust Company, National Association (as a successor to The Bank of New York Mellon Trust Company, N.A.) S-3 November 20, 2009 4.1 333-163273 (b) Forms of Medium-Term Note, Series P (PACCAR Financial Corp.) S-3 November 2, 2018 4.2 and 4.3 333-228141 (c) Forms of Medium-Term Note, Series Q (PACCAR Financial Corp.) S-3 November 1, 2021 4.3 and 4.4 333-260663 ** 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. 85 Exhibit Number Exhibit Description Form Date of First Filing Exhibit Number File Number (d) Forms of Medium-Term Note, Series R (PACCAR Financial Corp.) S-3 November 7, 2024 4.4 and 4.5 333-283056 (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 Information Memorandum dated May 29, 2020 10-Q August 3, 2020 4(h) 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 July 13, 2022 10-Q August 2, 2022 4(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 September 20, 2023 10-Q November 2, 2023 4(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 17, 2024 10-Q October 30, 2024 4(h) 001-14817 (i) 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 8, 2025 10-Q July 31, 2025 4(j) 001-14817 (j) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K February 19, 2020 4(j) 001-14817 (10) Material Contracts: (a) PACCAR Inc Amended and Restated Supplemental Retirement Plan 10-K February 27, 2009 10(a) 001-14817 (b) Amended and Restated Deferred Compensation Plan 10-Q May 10, 2012 10(b) 001-14817 (c) Third Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors 10-Q May 2, 2024 10(d) 001-14817 (d) Form of Deferred Restricted Stock Unit Grant Agreement for Non-Employee Directors 10-Q July 31, 2024 10(e) 001-14817 (e) Form of Restricted Stock Grant Agreement for Non-Employee Directors 10-Q July 31, 2024 10(f) 001-14817 (f) PACCAR Inc Senior Executive Yearly Incentive Compensation Plan * (g) PACCAR Inc Long Term Incentive Plan * (h) PACCAR Inc Long Term Incentive Plan, Form of Stock Option Agreement 10-K February 19, 2025 10(h) 001-14817 (i) PACCAR Inc Long Term Incentive Plan, Form of Restricted Stock Award Agreement * (j) PACCAR Inc Long Term Incentive Plan, Form of Restricted Stock Unit Agreement * (k) PACCAR Inc Savings Investment Plan, Amendment and Restatement effective September 1, 2016 10-Q November 4, 2016 10(q) 001-14817 * Filed herewith 86 Exhibit Number Exhibit Description Form Date of First Filing Exhibit Number File Number (19) Insider Trading Policies and Procedures 10-K February 19, 2025 19 001-14817 (21) Subsidiaries of the registrant * (23) Consent of the independent registered public accounting firm * (24) Power of attorney – Powers of attorney of certain directors * (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) * (97) PACCAR Inc Incentive Compensation Recovery Policy 10-K February 21, 2024 97 001-14817 (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 with Embedded Linkbases Document* (104) Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)* * Filed herewith (b) Exhibits (Exhibits filed with the Securities and Exchange Commission are not included herein. Copies of exhibits will be furnished to stockholders at a cost of 25¢ per page upon written request addressed to Corporate Secretary, PACCAR Inc, P.O. Box 1518, Bellevue, Washington 98009). (c) Financial Statement Schedules – All schedules are omitted because the required matter or conditions are not present or because the information required by the schedules is submitted as part of the consolidated financial statements and notes thereto. 87 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) 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 Date: February 18, 2026 /s/ R. Preston Feight R. Preston Feight Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated. Signature Title /s/ R. P. Feight Chief Executive Officer and Director R. P. Feight (Principal Executive Officer) /s/ B. J. Poplawski Senior Vice President and Chief Financial Officer B. J. Poplawski (Principal Financial Officer) /s/ M. C. Pigott Executive Chairman and Director M. C. Pigott */s/ P. R. Breber Director P. R. Breber */s/ A J. Carnwath Director A J. Carnwath */s/ K. S. Hachigian Director K. S. Hachigian */s/ B. A. Hill Director B. A. Hill */s/ B. B. Hulit Director B. B. Hulit */s/ C. A. Niekamp Director C. A. Niekamp */s/ J. M. Pigott Director J. M. Pigott */s/ L. A. S. Pretti Director L. A. S. Pretti */s/ G. Ramaswamy Director G. Ramaswamy */s/ M. A. Schultz Director M. A. Schultz *By /s/ M. C. Pigott M. C. Pigott Attorney-in-Fact 88