Caterpillar 8-K 2025-06-11

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)

Registrant’s telephone number, including area code: (972**) 891-7700**

Former name or former address, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

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:

Proposal 2 - Company Proposal - Ratification of Independent Registered 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:

Proposal 3 - Company Proposal - Advisory Vote to Approve Executive Compensation

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

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:

Proposal 5 - Shareholder Proposal – Report on Employee Charitable Giving 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:

Proposal 6 - Shareholder Proposal – Request to Cease DEI Efforts

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:

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.

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.