cat-20241009

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):

October 9, 2024

CATERPILLAR INC.

(Exact name of registrant as specified in its charter)

Delaware

1-768

37-0602744

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

5205 N. O'Connor Blvd.

Suite 100,

Irving,

Texas

75039

(Address of principal executive offices)

(Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement 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 Stock ($1.00 par value)

CAT

The New York Stock Exchange

5.3% Debentures due September 15, 2035

CAT35

The 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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of New Independent Director

On October 11, 2024, Caterpillar Inc. (the “Company”) announced that, on October 9, 2024, the Board of Directors (the “Board”) of the Company appointed Nazzic Keene to serve on the Board, effective November 1, 2024. In addition to serving as a Board member, Ms. Keene will serve as a member of the Board’s Nominating & Governance Committee and Compensation & Human Resources Committee.

The compensation for Ms. Keene will be consistent with the standard compensatory agreement for non-employee directors described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 29, 2024, under the heading “Director Compensation.”

A copy of the Company’s press release announcing the election of Ms. Keene is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits:
	The following is furnished as an exhibit to this report:
	99.1	Caterpillar Inc. press release dated October 11, 2024
	104	The 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.


October 11, 2024	By:	/s/ Derek Owens
		Derek Owens Chief Legal Officer and General Counsel

Caterpillar Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits