Form 8-K

8-K — CATERPILLAR INC

Accession: 0001104659-26-042062

Filed: 2026-04-10

Period: 2026-04-07

CIK: 0000018230

SIC: 3531 (CONSTRUCTION MACHINERY & EQUIP)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2611571d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2611571d1_ex99-1.htm)

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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, 2026

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.

Appointment of New Chief Financial Officer

On April 8, 2026, Caterpillar Inc. (the “Company”) announced

that, on April 7, 2026, the Board of Directors (the “Board”) of the Company appointed Kyle Epley as the Company’s Chief

Financial Officer, effective May 1, 2026, succeeding Andrew R.J. Bonfield. Mr. Bonfield will continue to serve as Chief Financial Officer

until May 1, 2026, at which point he will remain an employee through his retirement from the Company on October 1, 2026. A copy of the

Company’s press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. Epley, 53, currently serves as a senior vice president of the

Company, responsible for the Global Finance Services Division, a position he has held since 2019. Mr. Epley joined Caterpillar in

1996 and progressed through various positions of increasing responsibility across the global enterprise, including

financial planning and analysis manager, corporate forecasting business manager, and cost and business analysis manager. He

also served as division chief financial officer for both the Electronics & Machine Systems Division and the Industrial Power

Systems Division, as well as the group chief financial officer for the Customer & Dealer Support segment. He became corporate

controller in 2017 and assumed leadership of the Global Finance Services Division in 2019.

In connection with Mr. Epley’s elevation, the Compensation and

Human Resources Committee of the Board also approved certain changes to Mr. Epley’s compensation:

· An increase in Mr. Epley’s annual salary to $930,500, effective May 1, 2026;

· An increase in Mr. Epley’s target award under the Company’s Annual Incentive Plan was set at 115% of his base salary;

and

· A long-term incentive grant with a grant date fair value of $1.8 million, one-half of which was comprised of performance-based restricted

stock units, one-quarter of which was comprised of non-qualified stock options and one-quarter of which was comprised of time-based restricted

stock units.

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 April 8, 2026

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.

April 10, 2026

By:

/s/

Derek Owens

Chief Legal Officer and

General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611571d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

News

FOR IMMEDIATE RELEASE

Caterpillar Elects New Chief Financial Officer

IRVING, Texas, April 8, 2026 – Caterpillar Inc. (NYSE: CAT) announced

today that Chief Financial Officer (CFO) Andrew Bonfield has elected to retire effective Oct. 1, 2026, following eight years with the

company. Caterpillar veteran Kyle Epley has been appointed CFO effective May 1, 2026, at which time Bonfield will assume an advisory role

for the remainder of the transition.

Bonfield was named 2025 CFO of the Year by the CFO Leadership Council

and Chief Executive Group. His planned retirement follows a period of record financial performance and transformation for the company.

During Bonfield’s tenure, Caterpillar strengthened its robust operating and execution model and delivered consistently strong returns

for shareholders, including the highest full-year sales and revenues in Caterpillar's history and a single-quarter record of $19.1 billion

for the fourth quarter of 2025.

“Andrew’s leadership has been instrumental to Caterpillar’s

success,” said Joe Creed, Caterpillar chairman and CEO. “He brought exceptional financial expertise, a relentless focus

on disciplined decision-making and a deep commitment to our customers and shareholders. With Andrew at the forefront, our global finance

organization became a strategic advantage for the enterprise, and his impact will be felt long after his retirement.”

As part of a seamless transition, Bonfield will serve in an advisory

role through Oct. 1, 2026.

Epley brings nearly three decades of Caterpillar experience to the

role. Currently serving as senior vice president of Global Finance Services, he leads a global team managing enterprise-wide finance operations,

strategy, planning, treasury, pricing, real estate and facilities. Throughout his career, Epley has held several senior finance leadership

roles across the company, including division CFO and corporate controller, giving him extensive operational and financial insight across

Caterpillar’s diverse businesses.

(more)

-2-

“Kyle is an outstanding leader with deep institutional knowledge

and a proven track record of working with the business to drive results,” Creed said. “He understands our strategy, our culture

and our mission of solving our customers’ toughest challenges. I have great confidence in Kyle’s ability to build on our strong

foundation to lead Caterpillar’s finance organization into the future.”

Bonfield shares strong support for his successor and optimism about

the company’s direction.

“It has been a privilege to serve as Caterpillar’s CFO

and to work alongside such a talented team,” said Bonfield. “Kyle is the right leader for this next chapter. He brings the

experience, judgment and customer-focused mindset needed to help Caterpillar continue to deliver profitable growth and create long-term

value. I look forward to supporting him during the transition and watching Caterpillar continue to thrive.”

Media Contact: Tiffany Heikkila, tiffany.heikkila@cat.com,

832-573-0958

About Caterpillar

For more than a century, Caterpillar has built a better, more

sustainable world. With 2025 sales and revenues of $67.6 billion, Caterpillar Inc. is shaping the future as the world’s leading

manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric

locomotives. Backed by one of the largest independent global dealer networks and financing services through Cat Financial, the company’s

primary business segments: Power & Energy, Construction Industries and Resource Industries are solving customers’ toughest challenges

through commercial excellence and advanced technology, driven by a highly skilled, dedicated global team.

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