Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New Chief Financial Officer On April 8, 2026, Caterpillar Inc.…
For more than a century, Caterpillar has built a better, more sustainable world. With 2025 sales and revenues of $67.6 billion, Caterpillar Inc. is shaping the future as the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. Backed by one of the largest independent global dealer networks and financing services through Cat Financial, the company’s primary business segments: Power & Energy, Construction Industries and Resource Industries are solving customers’ toughest challenges through commercial excellence and advanced technology, driven by a highly skilled, dedicated global team. Learn more at www.caterpillar.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
On April 8, 2026, Caterpillar Inc. (the “Company”) announced
that, on April 7, 2026, the Board of Directors (the “Board”) of the Company appointed Kyle Epley as the Company’s Chief
Financial Officer, effective May 1, 2026, succeeding Andrew R.J. Bonfield. Mr. Bonfield will continue to serve as Chief Financial Officer
until May 1, 2026, at which point he will remain an employee through his retirement from the Company on October 1, 2026. A copy of the
Company’s press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr. Epley, 53, currently serves as a senior vice president of the
Company, responsible for the Global Finance Services Division, a position he has held since 2019. Mr. Epley joined Caterpillar in
1996 and progressed through various positions of increasing responsibility across the global enterprise, including
financial planning and analysis manager, corporate forecasting business manager, and cost and business analysis manager. He
also served as division chief financial officer for both the Electronics & Machine Systems Division and the Industrial Power
Systems Division, as well as the group chief financial officer for the Customer & Dealer Support segment. He became corporate
controller in 2017 and assumed leadership of the Global Finance Services Division in 2019.
In connection with Mr. Epley’s elevation, the Compensation and
Human Resources Committee of the Board also approved certain changes to Mr. Epley’s compensation:
An increase in Mr. Epley’s annual salary to $930,500, effective May 1, 2026;
An increase in Mr. Epley’s target award under the Company’s Annual Incentive Plan was set at 115% of his base salary;
and
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A long-term incentive grant with a grant date fair value of $1.8 million, one-half of which was comprised of performance-based restricted
stock units, one-quarter of which was comprised of non-qualified stock options and one-quarter of which was comprised of time-based restricted
stock units.
Filed exhibits (1)
EX-99.1 (by filename) tm2611571d1_ex99-1.htm
EX-99.1
2
tm2611571d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
News
FOR IMMEDIATE RELEASE
Caterpillar Elects New Chief Financial Officer
IRVING, Texas, April 8, 2026 - Caterpillar Inc. (NYSE: CAT) announced
today that Chief Financial Officer (CFO) Andrew Bonfield has elected to retire effective Oct. 1, 2026, following eight years with the
company. Caterpillar veteran Kyle Epley has been appointed CFO effective May 1, 2026, at which time Bonfield will assume an advisory role
for the remainder of the transition.
Bonfield was named 2025 CFO of the Year by the CFO Leadership Council
and Chief Executive Group. His planned retirement follows a period of record financial performance and transformation for the company.
During Bonfield’s tenure, Caterpillar strengthened its robust operating and execution model and delivered consistently strong returns
for shareholders, including the highest full-year sales and revenues in Caterpillar's history and a single-quarter record of $19.1 billion
for the fourth quarter of 2025.
“Andrew’s leadership has been instrumental to Caterpillar’s
success,” said Joe Creed, Caterpillar chairman and CEO. “He brought exceptional financial expertise, a rel…