Caterpillar (NYSE: CAT) CEO Joseph Creed to become board chair as Umpleby departs

Rhea-AI Filing Summary

Caterpillar Inc. reported a planned board leadership transition. D. James Umpleby III, currently Executive Chairman and a director, will resign from the Board effective April 1, 2026. He previously served as Chief Executive Officer from 2017 to 2025 and has been with the company for forty-five years.

On the effective date, current Chief Executive Officer and director Joseph E. Creed will assume the additional title of Chairman of the Board, combining the CEO and Chair roles. At the same time, the Board will reduce its size from ten to nine directors.

The Board also approved amended and restated bylaws on January 6, 2026 to change the title of the Board’s “Presiding Director” to “Lead Independent Director.” The revised bylaws and a related press release are filed as exhibits to this report.

Insights

Corporate governance analyst

Caterpillar is consolidating leadership as its former CEO leaves the board.

Caterpillar Inc. disclosed that Executive Chairman and former CEO D. James Umpleby III will leave the Board effective April 1, 2026, after forty-five years with the company. On that date, current CEO and director Joseph E. Creed will also become Chairman of the Board, and the board size will decrease from ten to nine directors.

This concentrates leadership in a single individual who will serve as both CEO and Chair, while the bylaw amendment retitles the “Presiding Director” as “Lead Independent Director.” That title change signals an intention to clarify the role of the board’s independent leadership without altering the basic structure described in the excerpt.

The governance balance between a combined Chair/CEO and the Lead Independent Director will shape how the board organizes oversight after April 1, 2026. Future company disclosures may provide more detail on any additional responsibilities or committee structures linked to these roles.

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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): January 6, 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.

Board Leadership Transition

On January 6, 2026, the Board of Directors (the “Board”) of Caterpillar Inc. (the “Company”) announced the resignation of D. James Umpleby III as a member of the Board, effective April 1, 2026 (the “Effective Date”). Mr. Umpleby currently serves as the Executive Chairman of the Board and previously served as the Company’s Chief Executive Officer from 2017 to 2025. On the Effective Date, Joseph E. Creed, the Company’s Chief Executive Officer and a director on the Board, will assume the title of Chairman of the Board. The Board also decreased the size of the Board from ten to nine directors, effective as of the Effective Date.

The Board thanks Mr. Umpleby for his forty-five years of service and unwavering commitment to the Company.

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 6, 2026, the Board approved and adopted amended and restated Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws reflect the change in title of the Board’s “Presiding Director” to “Lead Independent Director.”

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws. The Amended and Restated Bylaws and a copy marked to show changes are attached as Exhibits 3.1 and 3.2 respectively. Exhibit 3.1 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

	(d)	Exhibits:
		The following is furnished as an exhibit to this report:
		3.1	Bylaws of Caterpillar Inc. (as amended and restated January 6, 2026)
		3.2	Marked Bylaws of Caterpillar Inc.
		99.1	Caterpillar Inc. press release dated January 6, 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.
January 6, 2026	By:	/s/ Derek Owens
		Derek Owens
		Chief Legal Officer and General Counsel

FAQ

What board leadership changes did Caterpillar Inc. (CAT) announce?

Caterpillar Inc. announced that Executive Chairman and director D. James Umpleby III will resign from the Board effective April 1, 2026, and current Chief Executive Officer Joseph E. Creed will become Chairman of the Board on that date.

When will D. James Umpleby III leave the Caterpillar (CAT) Board of Directors?

D. James Umpleby III will resign as a member of Caterpillar’s Board of Directors effective April 1, 2026, ending his service as Executive Chairman.

Who will serve as Chairman of the Board at Caterpillar Inc. after April 1, 2026?

Effective April 1, 2026, Joseph E. Creed, Caterpillar’s Chief Executive Officer and current director, will assume the title of Chairman of the Board.

How is Caterpillar’s board size changing under this 8-K filing?

Caterpillar’s Board of Directors approved a reduction in its size from ten to nine directors, effective April 1, 2026, coinciding with D. James Umpleby III’s resignation.

What bylaw changes did Caterpillar (CAT) adopt on January 6, 2026?

On January 6, 2026, Caterpillar’s Board approved amended and restated bylaws that change the title of the Board’s “Presiding Director” to “Lead Independent Director.”

What exhibits are attached to Caterpillar Inc.’s leadership transition 8-K?

The report includes exhibits for the amended and restated bylaws (Exhibit 3.1), a marked version of the bylaws (Exhibit 3.2), and a press release dated January 6, 2026 (Exhibit 99.1).