Shareholder Vote · Reg FD Disclosure

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): June 11, 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 Boulevard     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)     ¨ 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   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 5.07              Submission of Matters to a Vote of Security Holders   On June 11, 2025, Caterpillar Inc. (the “Company”) held a virtual 2025 Annual Shareholders Meeting (the “Annual Meeting”). Set forth below are the voting results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting.   Proposal 1 - Company Proposal - Election of Directors   All nominees for election to the Company’s Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote:   Director For Against Abstain Broker Non-Votes Joseph E. Creed 318,498,347 1,753,464 864,959 74,527,213 James C. Fish, Jr. 308,046,737 12,057,097 1,012,936 74,527,213 Gerald Johnson 316,575,390 3,516,392 1,024,988 74,527,213 Nazzic S. Keene 316,828,348 3,280,237 1,008,185 74,527,213 David W. MacLennan 313,226,737 6,873,015 1,017,018 74,527,213 Judith F. Marks 317,273,666 2,901,893 941,211 74,527,213 Debra L. Reed-Klages 314,101,093 6,111,342 904,335 74,527,213 Susan C. Schwab 310,548,816 9,507,307 1,060,647 74,527,213 D. James Umpleby III 311,270,374 8,959,498 886,898 74,527,213 Rayford Wilkins, Jr. 312,193,808 7,701,856 1,221,106 74,527,213         Proposal 2 - Company Proposal - Ratification of Independent Registered Public Accounting Firm   The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 was approved with the following vote:   For Against Abstain 375,964,503 18,819,263 860,217   Proposal 3 - Company Proposal - Advisory Vote to Approve Executive Compensation   The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:   For Against Abstain Broker Non-Votes 301,439,384 17,773,391 1,903,995 74,527,213   Proposal 4 - Shareholder Proposal - Civil Rights Audit   The proposal requesting that the Board of Directors commission and oversee a civil rights audit was not approved based on the following vote:   For Against Abstain Broker Non-Votes 34,783,167 282,110,451 4,223,152 74,527,213   Proposal 5 - Shareholder Proposal – Report on Employee Charitable Giving Match   The proposal requesting that the Board of Directors issue a report evaluating the composition of charities included in the Company’s employee-gift match program was not approved based on the following vote:   For Against Abstain Broker Non-Votes 6,574,526 311,026,909 3,515,335 74,527,213   Proposal 6 - Shareholder Proposal – Request to Cease DEI Efforts   The proposal requesting that the Board of Directors terminate any Diversity, Equity and Inclusion (DEI) programs at the Company was not approved based on the following vote:   For Against Abstain Broker Non-Votes 9,835,678 307,515,820 3,765,272 74,527,213     Item 7.01 Regulation FD Disclosure   On June 11, 2025, the Board of Directors declared a quarterly cash dividend of one dollar and fifty-one cents ($1.51) per share of Company common stock, payable on August 20, 2025 to shareholders of record at the close of business on July 21, 2025. The per share dividend of $1.51 is an increase of ten cents from the previous quarterly dividend of $1.41 per share. On the same date, the Company issued a press release announcing the dividend increase, a copy of which is attached hereto as Exhibit 99.1.         The information in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished in accordance with the provisions of General Instructions B.2 of Form 8-K.   Item 9.01              Financial Statements and Exhibits   (d) Exhibits.   Exhibit Number   Description       99.1   Caterpillar Inc. press release dated June 11, 2025 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.             June 12, 2025 By: /s/ Derek Owens     Derek Owens     Chief Legal Officer and General Counsel