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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):
August 27, 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 on which registered |
| Common
Stock ($1.00 par value) |
CAT |
New York Stock Exchange |
| 5.3%
Debentures due September 15, 2035 |
CAT35 |
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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 1.01 Entry into a Material Definitive
Agreement
Creation of Revolving Credit Facility
On August 27, 2026, Caterpillar Inc. (“Caterpillar”)
entered into a Credit Agreement (2026 364-Day Facility) (the “364-Day Credit Agreement”) among Caterpillar, Caterpillar Financial
Services Corporation (“Cat Financial”), Caterpillar International Finance Designated Activity Company (“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-Day Aggregate Commitment”) that expires on August 26,
2027. In addition, on August 27, 2026, each of CIF and CIF LUX entered into a separate Local Currency Addendum with Cat Financial,
the Local Currency Banks (as defined in the 364-Day Credit Agreement), the Agent and the Local Currency Agent, which enable 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
(together, the “364-Day Local Currency Addendums”), and Cat Financial, CFKK, the Japan Local Currency Banks (as defined in
the 364-Day Credit Agreement), the Agent and the Japan Local Currency Agent entered into a Japan Local Currency Addendum (collectively
with the 364-Day Local Currency Addendums and the 364-Day Credit Agreement, the “364-Day Facility”), which 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 the Credit Agreement (2025 364-Day Facility) and the related Local Currency Addendums and Japan Local Currency Addendum, which were entered into on August 28, 2025.
Amendments to and Extensions of Existing Credit
Agreements
On August 27, 2026, Caterpillar and the other
Borrowers entered into (i) a Fifth Amended and Restated Credit Agreement (Three-Year Facility), Local Currency Addendums and Japan
Local Currency Addendum (collectively, the “Three-Year Facility Agreement”), which amended and restated the Fourth Amended
and Restated Credit Agreement (Three-Year Facility) dated August 28, 2025 and the related Local Currency Addendums and Japan Local
Currency Addendum (collectively, the “2025 Three-Year Facility”) and (ii) a Fifth Amended and Restated Credit Agreement
(Five-Year Facility), Local Currency Addendums and Japan Local Currency Addendum (collectively, the “Five-Year Facility Agreement”
and together with the Three-Year Facility Agreement and the 364-Day Facility, the “Credit Facilities”), which amended and
restated the Fourth Amended and Restated Five-Year Credit Agreement (Five-Year Facility) dated August 28, 2025 and the related Local
Currency Addendums and Japan Local Currency Addendum (collectively, the “2025 Five-Year Facility”).
The Three-Year Facility Agreement, among other
things, extends the expiration date of the 2025 Three-Year Facility to August 27, 2029 and provides for an unsecured revolving credit
facility to the Borrowers in an aggregate amount of up to $3.0 billion, and the Five-Year Facility Agreement, among other things, extends
the expiration date of the 2025 Five-Year Facility to August 27, 2031 and provides for an unsecured revolving credit facility to
the Borrowers in an aggregate amount of up to $5.0 billion.
The Credit Facilities are available for general
corporate purposes. As of the 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 (loss). Cat Financial is required to maintain an 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.
Certain of the lenders and agents party to the
Credit Facilities, as well as certain of 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.
The foregoing description is qualified in its
entirety by the terms and provisions of the (i) 364-Day Credit Agreement and the Local Currency Addendums and Japan Local Currency
Addendum thereto; (ii) the Fifth Amended and Restated Credit Agreement (Three-Year Facility) and the Local Currency Addendums and
Japan Local Currency Addendum thereto; and (iii) the Fifth Amended and Restated Credit Agreement (Five-Year Facility) and the Local
Currency Addendums and Japan Local Currency Addendum thereto, which are filed as exhibits to this report and incorporated herein by reference.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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 |
|
Credit Agreement (2026 364-Day Facility) |
| 10.2 |
|
CIF Local Currency Addendum to the Credit Agreement (2026 364-Day Facility) |
| 10.3 |
|
CIF LUX Local Currency Addendum to the Credit Agreement (2026 364-Day Facility) |
| 10.4 |
|
Japan Local Currency Addendum to the Credit Agreement (2026 364-Day Facility) |
| 10.5 |
|
Fifth Amended and Restated Credit Agreement (Three-Year Facility) |
| 10.6 |
|
CIF Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Three-Year Facility) |
| 10.7 |
|
CIF LUX Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Three-Year Facility) |
| 10.8 |
|
Japan Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Three-Year Facility) |
| 10.9 |
|
Fifth Amended and Restated Credit Agreement (Five-Year Facility) |
| 10.10 |
|
CIF Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Five-Year Facility) |
| 10.11 |
|
CIF LUX Local Currency Addendum to the Fifth Amended and Restated Credit Agreement (Five-Year Facility) |
| 10.12 |
|
Japan Local Currency Addendum to the Fifth 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 1, 2026 |
By: |
/s/ Derek Owens |
| |
|
Derek Owens |
| |
|
Chief Legal Officer and General Counsel |