8-K

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): June 11, 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 Boulevard
---	---
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

¨	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

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:

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.07              Submission of Matters to a Vote of Security Holders

On June 11, 2025, Caterpillar Inc. (the “Company”) held a virtual 2025 Annual Shareholders Meeting (the “Annual Meeting”). Set forth below are the voting results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting.

Proposal 1 - Company Proposal - Election of Directors

All nominees for election to the Company’s Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote:

Director	For	Against	Abstain	Broker Non-Votes
Joseph E. Creed	318,498,347	1,753,464	864,959	74,527,213
James C. Fish, Jr.	308,046,737	12,057,097	1,012,936	74,527,213
Gerald Johnson	316,575,390	3,516,392	1,024,988	74,527,213
Nazzic S. Keene	316,828,348	3,280,237	1,008,185	74,527,213
David W. MacLennan	313,226,737	6,873,015	1,017,018	74,527,213
Judith F. Marks	317,273,666	2,901,893	941,211	74,527,213
Debra L. Reed-Klages	314,101,093	6,111,342	904,335	74,527,213
Susan C. Schwab	310,548,816	9,507,307	1,060,647	74,527,213
D. James Umpleby III	311,270,374	8,959,498	886,898	74,527,213
Rayford Wilkins, Jr.	312,193,808	7,701,856	1,221,106	74,527,213

Proposal 2 - Company Proposal - Ratification of IndependentRegistered Public Accounting Firm

The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for

2025 was approved with the following vote:

For	Against	Abstain
375,964,503	18,819,263	860,217

Proposal 3 - Company Proposal - Advisory Vote to ApproveExecutive Compensation

The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:

For	Against	Abstain	Broker Non-Votes
301,439,384	17,773,391	1,903,995	74,527,213

Proposal 4 - Shareholder Proposal - Civil Rights Audit

The proposal requesting that the Board of Directors commission and oversee a civil rights audit was not approved based on the following vote:

For	Against	Abstain	Broker Non-Votes
34,783,167	282,110,451	4,223,152	74,527,213

Proposal 5 - Shareholder Proposal – Report on Employee CharitableGiving Match

The proposal requesting that the Board of Directors issue a report evaluating the composition of charities included in the Company’s employee-gift match program was not approved based on the following vote:

For	Against	Abstain	Broker Non-Votes
6,574,526	311,026,909	3,515,335	74,527,213

Proposal 6 - Shareholder Proposal – Request to Cease DEIEfforts

The proposal requesting that the Board of Directors terminate any Diversity, Equity and Inclusion (DEI) programs at the Company was not approved based on the following vote:

For	Against	Abstain	Broker Non-Votes
9,835,678	307,515,820	3,765,272	74,527,213

Item 7.01 Regulation FD Disclosure

On June 11, 2025, the Board of Directors declared a quarterly cash dividend of one dollar and fifty-one cents ($1.51) per share of Company common stock, payable on August 20, 2025 to shareholders of record at the close of business on July 21, 2025. The per share dividend of $1.51 is an increase of ten cents from the previous quarterly dividend of $1.41 per share. On the same date, the Company issued a press release announcing the dividend increase, a copy of which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished in accordance with the provisions of General Instructions B.2 of

Form 8-K.

Item 9.01              Financial Statements and Exhibits

(d) Exhibits.

Exhibit<br><br> Number	Description
99.1	Caterpillar Inc. press release dated June 11, 2025
104	The cover page from this Current Report on Form 8-K, formatted<br> 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.
June 12, 2025	By:	/s/<br> Derek Owens
		Derek<br> Owens
		Chief<br> Legal Officer and General Counsel

Exhibit 99.1

Caterpillar contact:

Tiffany Heikkila

Global Government & Corporate Affairs 832-573-0958 Tiffany.Heikkila@cat.com

FOR IMMEDIATE RELEASE

Caterpillar Inc. IncreasesDividend

IRVING, Texas, June 11, 2025 – The Board of Directors of Caterpillar Inc. (NYSE: CAT) voted today to raise the quarterly dividend by 10 cents, a seven percent increase, to one dollar and fifty-one cents ($1.51) per share of common stock, payable Aug. 20 to shareholders of record at close of business July 21. Caterpillar expects to continue to return substantially all Machinery, Energy & Transportation (ME&T) free cash flow to shareholders over time through dividends and share repurchases.

“Continued delivery on our enterprise strategy for long-term profitable growth, combined with strong operating performance, has led to robust ME&T free cash flow,” said Caterpillar CEO Joe Creed. “We are pleased to increase our quarterly dividend and retain our continued presence on the S&P 500 Dividend Aristocrats Index.”

Caterpillar has paid a cash dividend every year since the company was formed and has paid a quarterly dividend since 1933. Caterpillar has paid higher annual dividends to shareholders for 31 consecutive years and is recognized as a member of the S&P 500 Dividend Aristocrats Index.

About Caterpillar

With 2024 sales and revenues of $64.8 billion, Caterpillar Inc. is the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. For 100 years, we’ve been helping

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customers build a better, more sustainable world and are committed and contributing to a reduced-carbon future. Our innovative products and services, backed by our global dealer network, provide exceptional value that helps customers succeed. Caterpillar does business on every continent, principally operating through three primary segments – Construction Industries, Resource Industries and Energy & Transportation – and providing financing and related services through our Financial Products segment. Visit us at caterpillar.com or join the conversation on our social media channels at caterpillar.com/en/news/social-media.html.

Caterpillar Public Release	#