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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):
April 7, 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 (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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
On April 8, 2026, Caterpillar Inc. (the “Company”) announced
that, on April 7, 2026, the Board of Directors (the “Board”) of the Company appointed Kyle Epley as the Company’s Chief
Financial Officer, effective May 1, 2026, succeeding Andrew R.J. Bonfield. Mr. Bonfield will continue to serve as Chief Financial Officer
until May 1, 2026, at which point he will remain an employee through his retirement from the Company on October 1, 2026. A copy of the
Company’s press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr. Epley, 53, currently serves as a senior vice president of the
Company, responsible for the Global Finance Services Division, a position he has held since 2019. Mr. Epley joined Caterpillar in
1996 and progressed through various positions of increasing responsibility across the global enterprise, including
financial planning and analysis manager, corporate forecasting business manager, and cost and business analysis manager. He
also served as division chief financial officer for both the Electronics & Machine Systems Division and the Industrial Power
Systems Division, as well as the group chief financial officer for the Customer & Dealer Support segment. He became corporate
controller in 2017 and assumed leadership of the Global Finance Services Division in 2019.
In connection with Mr. Epley’s elevation, the Compensation and
Human Resources Committee of the Board also approved certain changes to Mr. Epley’s compensation:
| · | An increase in Mr. Epley’s annual salary to $930,500, effective May 1, 2026; |
| · | An increase in Mr. Epley’s target award under the Company’s Annual Incentive Plan was set at 115% of his base salary;
and |
| · | A long-term incentive grant with a grant date fair value of $1.8 million, one-half of which was comprised of performance-based restricted
stock units, one-quarter of which was comprised of non-qualified stock options and one-quarter of which was comprised of time-based restricted
stock units. |
Item 9.01. Financial Statements and Exhibits.
| |
(d) |
Exhibits: |
| |
|
|
| |
|
The
following is furnished as an exhibit to this report: |
| |
|
|
| |
|
99.1 |
Caterpillar
Inc. press release dated April 8, 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. |
| |
|
| |
|
| April 10, 2026 |
By: |
/s/
Derek Owens |
| |
|
Derek Owens |
| |
|
Chief Legal Officer and
General Counsel |
Exhibit 99.1
|
News |
FOR IMMEDIATE RELEASE
Caterpillar Elects New Chief Financial Officer
IRVING, Texas, April 8, 2026 – Caterpillar Inc. (NYSE: CAT) announced
today that Chief Financial Officer (CFO) Andrew Bonfield has elected to retire effective Oct. 1, 2026, following eight years with the
company. Caterpillar veteran Kyle Epley has been appointed CFO effective May 1, 2026, at which time Bonfield will assume an advisory role
for the remainder of the transition.
Bonfield was named 2025 CFO of the Year by the CFO Leadership Council
and Chief Executive Group. His planned retirement follows a period of record financial performance and transformation for the company.
During Bonfield’s tenure, Caterpillar strengthened its robust operating and execution model and delivered consistently strong returns
for shareholders, including the highest full-year sales and revenues in Caterpillar's history and a single-quarter record of $19.1 billion
for the fourth quarter of 2025.
“Andrew’s leadership has been instrumental to Caterpillar’s
success,” said Joe Creed, Caterpillar chairman and CEO. “He brought exceptional financial expertise, a relentless focus
on disciplined decision-making and a deep commitment to our customers and shareholders. With Andrew at the forefront, our global finance
organization became a strategic advantage for the enterprise, and his impact will be felt long after his retirement.”
As part of a seamless transition, Bonfield will serve in an advisory
role through Oct. 1, 2026.
Epley brings nearly three decades of Caterpillar experience to the
role. Currently serving as senior vice president of Global Finance Services, he leads a global team managing enterprise-wide finance operations,
strategy, planning, treasury, pricing, real estate and facilities. Throughout his career, Epley has held several senior finance leadership
roles across the company, including division CFO and corporate controller, giving him extensive operational and financial insight across
Caterpillar’s diverse businesses.
(more)
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“Kyle is an outstanding leader with deep institutional knowledge
and a proven track record of working with the business to drive results,” Creed said. “He understands our strategy, our culture
and our mission of solving our customers’ toughest challenges. I have great confidence in Kyle’s ability to build on our strong
foundation to lead Caterpillar’s finance organization into the future.”
Bonfield shares strong support for his successor and optimism about
the company’s direction.
“It has been a privilege to serve as Caterpillar’s CFO
and to work alongside such a talented team,” said Bonfield. “Kyle is the right leader for this next chapter. He brings the
experience, judgment and customer-focused mindset needed to help Caterpillar continue to deliver profitable growth and create long-term
value. I look forward to supporting him during the transition and watching Caterpillar continue to thrive.”
Media Contact: Tiffany Heikkila, tiffany.heikkila@cat.com,
832-573-0958
About Caterpillar
For more than a century, Caterpillar has built a better, more
sustainable world. With 2025 sales and revenues of $67.6 billion, Caterpillar Inc. is shaping the future as the world’s leading
manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric
locomotives. Backed by one of the largest independent global dealer networks and financing services through Cat Financial, the company’s
primary business segments: Power & Energy, Construction Industries and Resource Industries are solving customers’ toughest challenges
through commercial excellence and advanced technology, driven by a highly skilled, dedicated global team.