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): March 3, 2021

CATERPILLAR INC.

(Exact name of registrant as specified in its charter)

Delaware 1-768 37-0602744

(State or other jurisdiction of (Commission File (I.R.S Employer Identification No.)

incorporation) Number)

510 Lake Cook Road, Suite 100, Deerfield, Illinois 60015

(Address of principal executive offices) (Zip Code)

 Registrant's telephone number, including area code: (224) 551-4000
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

9 3/8% Debentures due March 15, 2021 CAT21 The New York Stock Exchange

8% Debentures due February 15, 2023 CAT23 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 25, 2021, the Board of Directors (the "Board") of Caterpillar Inc. (the "Company") elected Gerald Johnson. as a member of the Board, effective March 1, 2021. Mr. Johnson will serve as a member of the Public Policy and Governance Committee. Mr. Johnson's compensation will be consistent with the standard compensatory arrangement for non-employee directors described in the Company's most recent proxy statement filed with the Securities and Exchange Commission on April 29, 2020, under the heading "Director Compensation."

A copy of the Company's press release announcing the election of Mr. Johnson is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits.

Exhibit

Number Description

 99.1     Caterpillar Inc. press release dated February 25, 2021

 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.

March 3, 2021 By: /s/ Suzette M. Long

Suzette M. Long

Chief Legal Officer & General Counsel