As filed with the Securities and Exchange Commission on December 11, 2025
Registration No. 333-192766
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-192766
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CATERPILLAR INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State of Incorporation) | 37-0602744 (IRS Employer Identification No.) | ||||
5205 N. O'Connor Blvd., Suite 100 Irving, Texas 75039 (Address of Principal Executive Offices, Including Zip Code) | |||||
Caterpillar Rail Division Retirement Savings Plan for Collectively Bargained Employees
Caterpillar Hourly Employees 401(k) Savings Plan
(formerly named the Solar Savings and Investment Plan)
(Full Title of the Plan)
Derek Owens
Chief Legal Officer and General Counsel Caterpillar Inc.
5205 N. O'Connor Blvd., Suite 100
Irving, Texas 75039
(972) 891-7700
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | ||||||||||||||||||||||||||
| Large accelerated filer | Accelerated filer | |||||||||||||||||||||||||
| Non-accelerated filer | Smaller reporting company | |||||||||||||||||||||||||
| 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 7(a)(2)(B) of the Securities Act. | ||||||||||||||||||||||||||
EXPLANATORY NOTE
Caterpillar Inc., a Delaware corporation (the “Registrant”), and the Caterpillar Rail Division Retirement Savings Plan for Collectively Bargained Employees (the “Rail Plan”) previously filed the Registration Statement on Form S-8 (File No. 333-192766) with the Securities and Exchange Commission (the “SEC”) on December 11, 2013 (the “Prior Rail Registration Statement”), registering 100,000 shares of Common Stock, par value $1.00 per share (the “Common Stock”), of the Registrant to be issued under the Rail Plan and an indeterminate amount of plan interests. Additionally, the Registrant and the Solar Savings and Investment Plan (the “Solar Plan”) previously filed Registration Statements on Form S-8 with the SEC on April 13, 2006 (File No. 333-133275), August 16, 2010 (File No. 333-168867) and February 17, 2021 (File No. 333-253205) (together, the “Prior Solar Registration Statements”), registering shares of Common Stock and an indeterminate amount of plan interests to be issued under the Solar Plan.
On December 11, 2025, the Chief Human Resources Officer of the Registrant approved the merger of the Rail Plan with and into the Solar Plan, effective at 11:59:59 pm on December 31, 2025, with the Solar Plan being renamed the Caterpillar Hourly Employees 401(k) Savings Plan (as amended and restated, the “Hourly Employees Plan”). Following the merger of the Rail Plan and the Solar Plan, the 91,626shares of Common Stock the Registrant previously registered to be offered under the Rail Plan will be offered under the Hourly Employees Plan (the “Carryover Shares”).
Accordingly, the Registrant is filing this Post-Effective Amendment No. 1 to the Prior Rail Registration Statement (this “Post-Effective Amendment”) pursuant to Item 512(a)(1)(iii) of Regulation S-K and the SEC’s Securities Act of 1933, as amended, Forms Compliance and Disclosure Interpretation 126.43 to amend the Prior Rail Registration Statement to register the offer of the Carryover Shares under the Hourly Employees Plan as of 11:59:59 pm on December 31, 2025. The Registrant incorporates the contents of the Prior Rail Registration Statement herein by reference. For the avoidance of doubt, the Registrant is not registering any additional Common Stock on this Post-Effective Amendment that were not previously registered on the Prior Rail Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant has filed the following documents with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such documents are hereby incorporated by reference in this Post-Effective Amendment:
•Definitive Proxy Statement on Schedule 14A for our 2025 Annual Meeting of Stockholders filed on April 30, 2025 (only those parts incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024);
•Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025;
•Current Reports on Form 8-K filed with the SEC on April 9, 2025, April 15, 2025, June 12, 2025 (only with respect to the information disclosed pursuant to Item 5.07), August 28, 2025 and September 3, 2025;
•the Rail Plan Annual Report on Form 11-K (File No. 001-00768) filed on June 26, 2025;
•the Solar Plan Annual Report on Form 11-K (File No. 001-00768) filed on June 26, 2025; and
•the description of the Registrant’s Common Stock, which is contained in Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any information that is furnished but that is deemed not to have been filed) and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Post-Effective Amendment and to be a part hereof from the date of filing of such documents.
Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Post-Effective Amendment to
the extent that a statement contained herein (or in any other contemporaneously or subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Post-Effective Amendment.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities registered hereunder will be passed upon for the Registrant by Nicole M. Puza, Corporate Secretary and Associate General Counsel, who is employed by the Registrant. Ms. Puza owns, directly and indirectly, less than 1% of the outstanding shares of the Registrant’s common stock and is eligible to participate in various employee benefit plans of the Registrant, including the Hourly Employees Plan.
Item 6. Indemnification of Directors and Officers.
Delaware Law on Indemnification
Section 145 of the Delaware General Corporation law (the “DGCL”) allows us to indemnify directors and officers as well as other employees against expenses (including attorneys’ fees), judgments, fines, and settlement amounts for certain actions or proceedings (other than a “derivative” action by or on behalf of the Registrant) if they acted in good faith and in the best interests of the Registrant. If the matter is a criminal proceeding, indemnification would only occur if the individual had no reasonable cause to believe their conduct was unlawful.
A similar standard applies to derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of an action. If the individual has been found liable to the Registrant, indemnification requires court approval.
Section 102(b)(7) of the DGCL allows us to provide in our certificate of incorporation that a director or certain specified officers shall not be personally liable to the Registrant or its shareholders for monetary damages for a breach of fiduciary duty unless the breach: (i) relates to the duty of loyalty; (ii) involves intentional misconduct or knowing violation of law; (iii) involves payment of unlawful dividends, stock purchases or redemptions; or (iv) involves a transaction from which the director derived an improper personal benefit.
Caterpillar Bylaws and Certificate of Incorporation
Under Article V of our bylaws, we agree to indemnify officers and directors to the full extent permitted by Delaware law. In addition, our board of directors may in its discretion indemnify any person other than an officer or director made a party to any action by virtue of their employment with the Registrant. Article Ninth of our restated certificate of incorporation provides for indemnification of directors consistent with Section 102(b)(7) of the DGCL. We also maintain directors’ and officers’ liability insurance in the amounts and subject to the conditions set forth in those policies.
Item 8. Exhibits.
The exhibits filed as part of this Post-Effective Amendment are listed on the Exhibit Index immediately following “Item 9. Undertakings”, which is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
i. to include any prospectus required by Section 10(a)(3) of the Securities Act;
ii. to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; or
iii. to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
| Exhibit No. | Description | ||||||||||
| 4.1 | |||||||||||
| 4.2 | |||||||||||
| 5.1 | Opinion of Nicole M. Puza, Associate General Counsel | ||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | ||||||||||
| 23.2 | Consent of PricewaterhouseCoopers LLP | ||||||||||
| 23.3 | Consent of Nicole M. Puza, Associate General Counsel (included in Exhibit 5.1) | ||||||||||
| 24.1 | Powers of Attorney (contained in the signature page to this Post-Effective Amendment) | ||||||||||
| 99.1* | Caterpillar Hourly Employees 401(k) Savings Plan, dated as of January 1, 2026 | ||||||||||
| * Indicates management contract or compensatory plan or arrangement. | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas on this 11th day of December 2025.
CATERPILLAR INC. (Registrant) | |||||
| /s/ Derek Owens | |||||
| Name: Derek Owens | |||||
| Title: Chief Legal Officer and General Counsel | |||||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Derek Owens and Nicole M. Puza, and each of them, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, this Post-Effective Amendment on Form S-8 (including all amendments, including post-effective amendments, thereto), and any registration statement filed pursuant to Rule 462(b) of the Securities Act in connection with the securities registered hereunder, together with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary and/or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself/she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
| December 11, 2025 | /s/ Joseph E. Creed | Chairman of the Board and Chief Executive Officer | ||||||||||||
| Joseph E. Creed | ||||||||||||||
| December 11, 2025 | /s/ Andrew R.J. Bonfield | Chief Financial Officer | ||||||||||||
| Andrew R.J. Bonfield | ||||||||||||||
| December 11, 2025 | /s/ William E. Schaupp | Vice President and | ||||||||||||
| William E. Schaupp | Chief Accounting Officer | |||||||||||||
| December 11, 2025 | /s/ D. James Umpleby III | Executive Chairman of the Board | ||||||||||||
| D. James Umpleby III | ||||||||||||||
| December 11, 2025 | /s/ James C. Fish, Jr. | Director | ||||||||||||
| James C. Fish, Jr. | ||||||||||||||
| December 11, 2025 | /s/ Gerald Johnson | Director | ||||||||||||
| Gerald Johnson | ||||||||||||||
| December 11, 2025 | /s/ Nazzic S. Keene | Director | ||||||||||||
| Nazzic S. Keene | ||||||||||||||
| December 11, 2025 | /s/ David W. MacLennan | Director | ||||||||||||
| David W. MacLennan | ||||||||||||||
| December 11, 2025 | /s/ Judith F. Marks | Director | ||||||||||||
| Judith F. Marks | ||||||||||||||
| December 11, 2025 | /s/ Debra L. Reed-Klages | Director | ||||||||||||
| Debra L. Reed-Klages | ||||||||||||||
| December 11, 2025 | /s/ Susan C. Schwab | Director | ||||||||||||
| Susan C. Schwab | ||||||||||||||
| December 11, 2025 | /s/ Rayford Wilkins, Jr. | Director | ||||||||||||
| Rayford Wilkins, Jr. | ||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the Hourly Employees Plan) have duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto authorized, in the City of Irving, the State of Texas on this 11th day of December, 2025.
| CATERPILLAR HOURLY EMPLOYEES 401(K) SAVINGS PLAN | |||||
| /s/ Ted Meyer | |||||
| Name: Ted Meyer | |||||
| Title: Chair of Caterpillar Inc. Benefit Administrative Committee | |||||