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 9, 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

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 7.01. Regulation FD Disclosure.

On June 9, 2021, the Board of Caterpillar Inc. (the "Company") declared a quarterly cash dividend of one dollar and eleven cents ($1.11) per share of Company common stock, payable on August 20, 2021 to shareholders of record at the close of business on July 20, 2021. The per share dividend of $1.11 is an increase of eight cents from the previous quarterly dividend of $1.03 per share. On the same date, the Company issued a press release announcing the dividend increase. A copy of the press release 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 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 June 9, 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.

June 9, 2021 By: /s/ Suzette M. Long

Suzette M. Long

Chief Legal Officer and General Counsel

June 9, 2021

Caterpillar contact:

Kate Kenny

Global Government & Corporate Affairs

Mobile: 309-361-9333

Kenny_Kate@cat.com

FOR IMMEDIATE RELEASE

Caterpillar Inc. Increases Dividend

DEERFIELD, Ill. - The board of directors of Caterpillar Inc. (NYSE: CAT) voted today to increase the quarterly cash dividend by eight cents, an 8% raise, to one dollar and eleven cents ($1.11) per share of common stock, payable August 20, 2021, to shareholders of record at the close of business on July 20, 2021.

"Through the execution of our enterprise strategy for profitable growth, Caterpillar is generating higher free cash flow through the cycles," said Caterpillar CEO Jim Umpleby. "Our strong balance sheet and liquidity position make it possible for us to continue our long history of increasing our dividend and returning value to shareholders."

Caterpillar has paid a cash dividend every year since the company was formed and has paid a quarterly dividend since 1933. The company has paid higher dividends to shareholders for 27 consecutive years and is a member of the S&P 500 Dividend Aristocrat Index.

About Caterpillar

With 2020 sales and revenues of $41.7 billion, Caterpillar Inc. is the world's leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives. Since 1925, we've been driving sustainable progress and helping customers build a better world through innovative products and services.

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Throughout the product life cycle, we offer services built on cutting-edge technology and decades of product expertise. These products and services, backed by our global dealer network, provide exceptional value to help our customers succeed. We do business on every continent, principally operating through three primary segments - Construction Industries, Resource Industries, and Energy & Transportation - and providing financing and related services through our Financial Products segment. Visit us at caterpillar.com or join the conversation on our social media channels at caterpillar.com/social-media.

Caterpillar Public Release #