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Caterpillar secures $11.5B in new credit lines

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CATERPILLAR INC. (CAT) entered into new and amended unsecured revolving credit facilities that provide significant committed liquidity across multiple tenors and currencies. A new 2026 364-Day Facility offers up to $3.5 billion in aggregate commitments, expiring on August 26, 2027, including local currency addendums that permit borrowing in Pounds Sterling, Euros and Japanese Yen within the overall commitment. Caterpillar also executed a Three-Year Facility Agreement for up to $3.0 billion maturing on August 27, 2029 and a Five-Year Facility Agreement for up to $5.0 billion maturing on August 27, 2031. These facilities are available for general corporate purposes and were undrawn as of the report date. Key covenants require Caterpillar to maintain consolidated net worth of at least $9 billion, and require Cat Financial to maintain an interest coverage ratio above 1.15:1 and a leverage ratio not greater than 10.0:1, calculated as specified in the agreements.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
2026 364-Day Aggregate Commitment $3.5 billion Maximum unsecured revolving credit facility available to the Borrowers under the 2026 364-Day Facility
Local currency borrowing capacity (CIF and CIF LUX) $100 million equivalent Aggregate amount in approved currencies including Pounds Sterling and Euros under 364-Day Local Currency Addendums
Japan local currency borrowing capacity (CFKK) $100 million equivalent Aggregate Japanese Yen borrowing capacity under Japan Local Currency Addendum as part of 364-Day Aggregate Commitment
Three-Year Facility size $3.0 billion Unsecured revolving credit facility under the Fifth Amended and Restated Credit Agreement (Three-Year Facility)
Five-Year Facility size $5.0 billion Unsecured revolving credit facility under the Fifth Amended and Restated Credit Agreement (Five-Year Facility)
Minimum consolidated net worth $9 billion Caterpillar must maintain consolidated net worth not less than this amount at all times under the Credit Facilities
Minimum interest coverage ratio (Cat Financial) 1.15 to 1 Interest coverage ratio must exceed this level, calculated each fiscal quarter for the prior four-quarter period
Maximum leverage ratio (Cat Financial) 10.0 to 1 Consolidated debt to consolidated net worth, calculated monthly as a six-month average and on each December 31
revolving credit facility financial
"provides an unsecured revolving credit facility to the Borrowers"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
consolidated net worth financial
"Caterpillar is required to maintain consolidated net worth not less than $9 billion"
interest coverage ratio financial
"Cat Financial is required to maintain an interest coverage ratio above 1.15 to 1"
A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.
leverage ratio financial
"Cat Financial is also required to maintain a leverage ratio (consolidated debt to consolidated net worth)"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
conditions precedent financial
"Drawings under the Credit Facilities are also subject to conditions precedent"
Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

FAQ

What new 364-day credit facility did CATERPILLAR INC (CAT) establish?

Caterpillar entered into a new unsecured revolving credit agreement providing an aggregate commitment of up to $3.5 billion, expiring on August 26, 2027. It includes local currency addendums that allow certain subsidiaries to borrow in approved currencies as part of this overall commitment.

What are the sizes and maturities of CAT’s renewed three-year and five-year credit facilities?

The Three-Year Facility provides an unsecured revolving credit facility of up to $3.0 billion, expiring on August 27, 2029. The Five-Year Facility provides up to $5.0 billion, expiring on August 27, 2031.

Are the new and amended credit facilities currently drawn by CAT or its subsidiaries?

No. As of the report date, the company states that the Borrowers have not drawn on any of the Credit Facilities. The facilities are available for general corporate purposes, subject to conditions precedent and payment of certain facility fees.

What key financial covenant must CATERPILLAR INC (CAT) maintain under the credit facilities?

Caterpillar must maintain consolidated net worth of at least $9 billion at all times. Consolidated net worth is defined as consolidated stockholders’ equity including preferred stock but excluding pension and other post-retirement benefits within Accumulated other comprehensive income (loss).

What financial ratios must Cat Financial maintain under CAT’s credit facilities?

Cat Financial must maintain an interest coverage ratio above 1.15:1 and a leverage ratio not greater than 10.0:1. These ratios are calculated using profit excluding specified items, interest expense, and consolidated debt and net worth over defined quarterly and monthly periods.

How much local currency borrowing capacity is available under CAT’s new facilities?

CIF and CIF LUX may borrow in approved currencies including Pounds Sterling and Euros up to the equivalent of $100 million, and CFKK may borrow Japanese Yen up to the equivalent of $100 million. These amounts are part of the overall $3.5 billion 364-day aggregate commitment.

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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.

 

2

 

 

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.

 

3

 

 

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

 

 

 

Filing Exhibits & Attachments

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