8-K
CATERPILLAR INC (CAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM
8-K
Current Report
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2025
CATERPILLAR
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-768 | 37-0602744 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation) | (Commission<br> File Number) | (I.R.S<br> Employer<br><br> Identification No.) |
| 5205 N. O'Connor Blvd. Suite 100**, Irving** , Texas | 75039 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: (972) 891-7700
Former name or former
address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange which registered |
|---|---|---|
| Common<br> Stock ($1.00 par value) | CAT | The<br> New York Stock Exchange |
| 5.3%<br> Debentures due September 15, 2035 | CAT35 | The<br> New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2025, Daniel M. Dickinson communicated to the Board of Directors (the “Board”) of Caterpillar Inc. (the “Company”) his decision not to stand for re-election to the Board at the Company’s 2025 Annual Meeting of Shareholders. Mr. Dickinson’s decision was not the result of any disagreement with the Company. The Board is very grateful to Mr. Dickinson for his valuable contributions and many years of dedicated and excellent service.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: | |
|---|---|---|
| The<br> following is furnished as an exhibit to this report: | ||
| 104 | The<br> cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CATERPILLAR INC. | ||
|---|---|---|
| April 9, 2025 | By: | /s/ Derek Owens |
| Derek Owens | ||
| Chief Legal Officer and General Counsel |