[8-K] CATERPILLAR INC Reports Material Event

Rhea-AI Filing Summary

Caterpillar Inc. filed an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The company also furnished supplemental data on retail sales of machines and power systems to end users and OEMs. The press release is attached as Exhibit 99.1, and the retail statistics are provided as Exhibit 99.2. The filing lists the company’s NYSE-listed securities: common stock (CAT) and 5.3% Debentures due September 15, 2035 (CAT35).

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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):

October 29, 2025

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

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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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))

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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

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 2.02. Results of Operations and Financial Condition.

On October 29, 2025, Caterpillar Inc. issued a press release reporting its financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 2.02 by reference.

Item 7.01. Regulation FD Disclosure.

Caterpillar Inc. is furnishing supplemental information concerning (i) retail sales of machines to end users and (ii) retail sales of power systems (including reciprocating and turbine engines and locomotives) to end users and Original Equipment Manufacturers ("OEMs"). This supplemental information is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished in accordance with the provisions of General Instruction B.2 of Form 8-K.

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 October 29, 2025
						99.2			Retail Statistics
						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.
October 29, 2025			By:			/s/ Derek Owens
						Derek Owens Chief Legal Officer and General Counsel

FAQ

What did CAT announce in this 8-K?

Caterpillar reported financial results for the quarter ended September 30, 2025 and furnished a press release as Exhibit 99.1.

What additional information did Caterpillar furnish?

Supplemental retail sales data for machines and power systems to end users and OEMs, attached as Exhibit 99.2.

When was the press release issued?

On October 29, 2025.

Which SEC items are referenced?

Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure), plus Item 9.01 for exhibits.

Which exhibits accompany the filing?

Exhibit 99.1 (press release), Exhibit 99.2 (Retail Statistics), and Exhibit 104 (cover page iXBRL).

What are Caterpillar’s listed securities mentioned?

Common Stock (CAT) and 5.3% Debentures due September 15, 2035 (CAT35) on the NYSE.