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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 8, 2023

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.

☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2023, the Board of Directors of Caterpillar Inc. (the “Company”) accepted the previously tendered resignation of Kelly A. Ayotte, effective August 8, 2023, as a member of the Company’s Board of Directors as a result of her recent announcement of her candidacy for the position of governor of New Hampshire. Ms. Ayotte’s resignation was not the result of any disagreement with the Company. The Board of Directors is very grateful to Ms. Ayotte for her valuable contributions and many years of dedicated and excellent service.

Following their acceptance of Ms. Ayotte’s resignation, the Board decreased the size of the Board from 11 to 10 directors.

Item 9.01. Financial Statements and Exhibits.

			(d)			Exhibits:
						The following is furnished as an exhibit to this report:
						104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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.
August 9, 2023			By:			/s/ Derek Owens
						Derek Owens General Counsel