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):                            August 28, 2025

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
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~~Check bythe ~~check~~appropriate box ~~mark~~below ~~whether~~if the ~~registrant~~Form 8-K filing is anintended ~~emerging~~to ~~growth~~simultaneously ~~company~~satisfy asthe ~~defined~~filing byobligation ~~Rule 405~~ of the ~~Securities~~registrant ~~Act~~under ofany ~~1933 (§230.405~~ of ~~this chapter) or Rule 12b-2 of~~ the following ~~Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~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 81.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

~~Caterpillar~~Creation ~~Inc. (the “Company”) is providing an update relating to the estimated impact~~ of ~~tariffs~~Revolving onCredit its financial results. Since the Company released its second quarter earnings on August 5, 2025, several additional clarifications and additional tariffs have been announced. These clarifications and additional tariffs will impact the Company’s financial results for the third quarter and the remainder of 2025. While the Company continues to take initial mitigating actions to reduce this impact, trade and tariff negotiations continue to be fluid. Based on the changes and clarifications announced since August 5, 2025 and expected to be in place as of August 31, 2025, the Company now expects the net impact from incremental tariffs introduced in 2025 will be between approximately $500 million to $600 million for the third quarter and approximately $1.5 to $1.8 billion for 2025. Including the net impact from incremental tariffs, the Company now expects its full year adjusted operating profit margin to be near the bottom of the target margin range. The revised estimated net impact from tariffs is not expected to affect the Company’s sales and revenue outlook provided during the second quarter earnings call on August 5, 2025.Facilities

~~Further~~On ~~updates~~August ~~will~~28, be2025, ~~provided~~Caterpillar inInc. (“Caterpillar”) entered into a Credit Agreement (the “364-Day Facility”) among Caterpillar, Caterpillar Financial Services Corporation (“Cat Financial”), Caterpillar International Finance Designated Activity Company’s ~~third~~(“CIF”), Caterpillar International Finance Luxembourg S.à r.l. (“CIF LUX”) and Caterpillar Finance Kabushiki Kaisha (“CFKK” and, together with Caterpillar, Cat Financial, CIF and CIF LUX, the “Borrowers”), certain financial institutions named therein (the “Banks”), Citibank, N.A. (the “Agent”), Citibank Europe plc, UK Branch (the “Local Currency Agent”), and MUFG Bank, Ltd. (the “Japan Local Currency Agent”), which provides an unsecured revolving credit facility to the Borrowers in an aggregate amount of up to $3.5 billion (the “364-~~quarter~~Day Aggregate Commitment”) that expires on August 27, 2026. In addition, ~~earnings~~on ~~announcement~~August 28, 2025, each of CIF and ~~conference~~CIF ~~call~~LUX entered into a Local Currency Addendum with Cat Financial, the Local Currency Banks (as defined in the 364-Day Facility), the Agent and the Local Currency Agent, that enables CIF and CIF LUX to borrow in certain approved currencies including Pounds Sterling and Euros in an aggregate amount up to the equivalent of $100 million, and Cat Financial, CFKK, the Japan Local Currency Banks (as defined in the 364-Day Facility), the Agent and the Japan Local Currency Agent entered into a Japan Local Currency Addendum that enables CFKK to borrow Japanese Yen in an aggregate amount up to the equivalent of $100 million, as part of the 364-Day Aggregate Commitment. The 364-Day Facility replaces Caterpillar’s prior 364-Day Facility, which was entered into on ~~October~~August 29, ~~2025~~2024.

~~FORWARD-LOOKING~~Amendments ~~STATEMENTS~~to and Extensions of Existing Credit Agreements

~~Certain~~On ~~statements~~August in28, ~~this~~2025, ~~report relate to future events~~ Caterpillar and ~~expectations~~ ~~and~~the ~~are~~other ~~forward-looking~~Borrowers ~~statements~~entered ~~within~~into ~~the~~(i) ~~meaning~~a ofFourth ~~the~~Amended ~~Private~~and ~~Securities~~Restated ~~Litigation~~Credit ~~Reform~~Agreement ~~Act~~(Three-Year ofFacility), ~~1995.~~Local ~~Words~~Currency ~~such as “believe,”~~Addendum ~~“estimate,”~~and ~~“will~~Japan ~~be,”~~Local ~~“will,”~~Currency ~~“would,”~~Addendum ~~“expect~~(collectively,” ~~“anticipate,” “plan,”~~the “~~forecast,”~~Three-Year ~~“target,”~~Facility ~~“guide,~~Agreement” ~~“project~~),” ~~“intend,”~~which ~~“could,” “should”~~amended orand ~~other~~restated ~~similar~~the Third ~~words~~Amended orand ~~expressions~~Restated ~~often~~Credit ~~identify~~Agreement ~~forward~~(Three-~~looking~~Year ~~statements.~~Facility) ~~All~~dated ~~statements~~September ~~other~~1, ~~than~~2022 ~~statements of~~and ~~historical~~the ~~fact~~related ~~are~~Local ~~forward-looking~~Currency ~~statements,~~Addendums and ~~including,~~Japan ~~without~~Local ~~limitation~~Currency Addendum (collectively, ~~statements~~the ~~regarding~~“2022 (iThree-Year Facility”) ~~tariffs,~~and (ii) ~~the~~a ~~Company’s mitigating~~Fourth ~~actions~~Amended and ~~cost~~Restated Credit ~~controls~~Agreement (Five-Year Facility), Local Currency Addendums and Japan Local Currency Addendum (~~iii)~~collectively, the “Five-Year ~~anticipated~~Facility ~~impact~~Agreement” ofand together with the ~~foregoing~~Three-Year onFacility Agreement and the ~~Company’s~~364-Day ~~business~~Facility, ~~results~~the “Credit ofFacilities”), ~~operations~~ which amended and ~~financial~~restated ~~condition.~~the ~~These~~Third ~~statements~~Amended doand ~~not~~Restated ~~guarantee~~Five-Year ~~future~~Credit ~~performance~~Agreement ~~and~~(Five-Year Facility) ~~speak~~dated ~~only~~September as1, of2022 and the ~~date~~related ~~they~~Local ~~are~~Currency ~~made,~~Addendums and weJapan doLocal ~~not undertake~~Currency toAddendum ~~update~~(collectively, ~~our~~the “2022 ~~forward~~Five-~~looking~~Year ~~statements~~Facility”).

The ~~Company’s actual results may differ materially from those described or implied in our forward~~Three-~~looking~~Year ~~statements~~Facility ~~based on a number of factors~~Agreement, ~~including, but not limited to: (i) global and regional~~ ~~economic~~among ~~conditions~~other ~~and~~things, ~~economic~~extends ~~conditions in~~ the ~~industries~~expiration wedate ~~serve; (ii) commodity price changes, material price increases, fluctuations in demand for our products or significant shortages~~ of ~~material;~~the ~~(iii)~~2022 ~~government~~Three-Year ~~monetary~~Facility orto ~~fiscal~~August ~~policies; (iv) political and economic risks~~28, ~~commercial~~2028 ~~instability~~ and ~~events~~provides ~~beyond our control in the countries in which we operate; (v) international trade policies and their impact on demand~~ for ~~our~~an ~~products~~unsecured ~~and our competitive position, including the imposition of new tariffs or changes in existing tariff~~revolving ~~rates;~~credit ~~(vi)~~facility ~~our ability~~ to ~~develop, produce and market quality products that meet our customers’ needs; (vii)~~ the ~~impact~~Borrowers ~~of the highly competitive environment~~ in ~~which~~an weaggregate ~~operate~~amount ~~on our sales and pricing; (viii) information technology security threats and computer crime; (ix) inventory management decisions and sourcing practices~~ of ~~our~~up ~~dealers and our OEM customers; (x) a failure~~ to ~~realize,~~$3.0 ~~or a delay in realizing~~billion, ~~all~~and of the ~~anticipated~~Five-Year ~~benefits~~Facility ~~of our acquisitions~~Agreement, ~~joint~~among ~~ventures or divestitures; (xi) union disputes or~~ other things, ~~employee~~extends ~~relations~~the ~~issues;~~expiration ~~(xii)~~date ~~adverse effects~~ of ~~unexpected~~the ~~events;~~2022 ~~(xiii)~~Five-Year ~~disruptions~~Facility orto ~~volatility~~August ~~in global financial markets limiting our sources of liquidity or the liquidity of our customers~~28, ~~dealers~~2030 and ~~suppliers;~~provides ~~(xiv)~~for ~~failure~~an tounsecured ~~maintain~~revolving ~~our~~ credit ~~ratings and potential~~facility ~~resulting increases~~ to ~~our cost of borrowing and adverse effects on our cost of funds, liquidity, competitive position and access to capital markets; (xv) our Financial Products segment’s risks associated with~~ the ~~financial~~Borrowers ~~services industry; (xvi) changes~~ in ~~interest rates or market liquidity conditions; (xvii)~~ an ~~increase~~aggregate inamount ~~delinquencies, repossessions or net losses~~ of ~~Cat~~up ~~Financial’s~~to customers; (xviii) currency fluctuations; (xix) our or Cat Financial’s compliance with financial and other restrictive covenants in debt agreements; (xx) increased pension plan funding obligations; (xxi) alleged or actual violations of trade or anti-corruption laws and regulations; (xxii) additional tax expense or exposure, including the impact of U$5.S.0 tax reform; (xxiii) significant legal proceedings, claims, lawsuits or government investigations; (xxiv) new regulations or changes in financial services regulations; (xxv) compliance with environmental laws and regulations; (xxvi) catastrophic events, including global pandemics such as the COVID-19 pandemic; and (xxvii) other factors described in more detail in the Company’s Forms 10-Q, 10-K and other filings with the Securities and Exchange Commissionbillion.

~~Item~~The 9Credit Facilities are available for general corporate purposes.~~01.~~ ~~Financial~~As ~~Statements~~of ~~and~~the ~~Exhibits~~date hereof, the Borrowers have not drawn on the Credit Facilities.

The Credit Facilities contain certain representations and warranties, covenants and events of default, including financial covenants. Under the Credit Facilities, Caterpillar is required to maintain consolidated net worth not less than $9 billion at all times. Caterpillar’s consolidated net worth is defined as the consolidated stockholder’s equity including preferred stock but excluding the pension and other post-retirement benefits balance within Accumulated other comprehensive income (dloss). Cat Financial is required to maintain an ~~Exhibits:~~interest coverage ratio above 1.15 to 1, where the interest coverage ratio is defined as the ratio of (1) profit excluding income taxes, interest expense and net gain/(loss) from interest rate derivatives to (2) interest expense, calculated at the end of each fiscal quarter, for the prior four consecutive fiscal quarter period. Cat Financial is also required to maintain a leverage ratio (consolidated debt to consolidated net worth) not greater than 10.0 to 1, calculated (1) on a monthly basis as the average of the leverage ratios determined on the last day of each of the six preceding calendar months and (2) on each December 31. Drawings under the Credit Facilities are also subject to conditions precedent and the payment of certain facility fees.

~~The~~Certain ~~following~~of isthe ~~furnished~~lenders and agents party to the Credit Facilities, as anwell ~~exhibit~~as tocertain ~~this~~of ~~report:~~their respective affiliates, have performed, and may in the future perform, for Caterpillar and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received and may in the future receive customary fees and expenses.

~~104~~ The foregoing ~~cover~~description ~~page~~is ~~from~~qualified ~~this~~in ~~Current~~its ~~Report~~entirety onby ~~Form~~the 8terms and provisions of the (i) 364-KDay Facility and the Local Currency Addendums and Japan Local Currency Addendum thereto; (ii) the Three-Year Facility Agreement and the Local Currency Addendums and Japan Local Currency Addendum thereto; and (iii) the Five-Year Facility Agreement and the Local Currency Addendums and Japan Local Currency Addendum thereto, ~~formatted~~which inare ~~Inline~~filed ~~XBRL~~as exhibits to this report, and incorporated herein by reference.

~~SIGNATURES~~2

~~Pursuant~~Item to2.03 ~~the~~Creation ~~requirements~~ of ~~the~~a ~~Securities~~Direct ~~Exchange~~Financial ~~Act~~Obligation ofor ~~1934,~~an ~~the~~Obligation ~~registrant~~under ~~has~~an ~~duly~~Off-Balance ~~caused~~Sheet ~~this~~Arrangement ~~report~~of toa ~~be signed on its behalf by the undersigned hereunto duly authorized.~~Registrant

	CATERPILLAR INC.
August 28, 2025	By:	/s/ Derek Owens
		Derek Owens Chief Legal Officer and General Counsel

The information set forth under Item 1.01 of this report is hereby incorporated into this Item 2.03 by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

Exhibit
Number	Description

10.1	364-Day Credit Agreement
10.2	CIF Local Currency Addendum to the 364-Day Credit Agreement
10.3	CIF LUX Local Currency Addendum to the 364-Day Credit Agreement
10.4	Japan Local Currency Addendum to the 364-Day Credit Agreement
10.5	Fourth Amended and Restated Credit Agreement (Three-Year Facility)
10.6	CIF Local Currency Addendum to the Fourth Amended and Restated Credit Agreement (Three-Year Facility)
10.7	CIF LUX Local Currency Addendum to the Fourth Amended and Restated Credit Agreement (Three-Year Facility)
10.8	Japan Local Currency Addendum to the Fourth Amended and Restated Credit Agreement (Three-Year Facility)
10.9	Fourth Amended and Restated Credit Agreement (Five-Year Facility)
10.10	CIF Local Currency Addendum to the Fourth Amended and Restated Credit Agreement (Five-Year Facility)
10.11	CIF LUX Local Currency Addendum to the Fourth Amended and Restated Credit Agreement (Five-Year Facility)
10.12	Japan Local Currency Addendum to the Fourth Amended and Restated Credit Agreement (Five-Year Facility)
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.

September 3, 2025	By:	/s/ Derek Owens
		Derek Owens
		Chief Legal Officer and General Counsel

Filing Compare · CATERPILLAR INC