Caterpillar Inc. (CAT) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

Caterpillar is a domestic filer; its full interim financial statements are furnished in its Form 10-Qs and Form 10-K. In addition, the following 8-K exhibits carry results tables (income statement highlights, segment sales/profit, and cash-flow figures) that support the quarter-by-quarter numbers referenced below:

• Accession 0000018230-26-000040 (filed Aug. 4, 2026): Exhibit 99.1, second-quarter 2026 results (sales, EPS, segment sales/profit, cash flow) for the period ended June 30, 2026.
• Accession 0000018230-26-000017 (filed Apr. 30, 2026): Exhibit 99.1, first-quarter 2026 results for the period ended March 31, 2026.
• Accession 0000018230-26-000003 (filed Jan. 29, 2026): Exhibit 99.1, fourth-quarter and full-year 2025 results for the period ended Dec. 31, 2025.
• Accession 0000018230-25-000043 (filed Oct. 29, 2025): Exhibit 99.1, third-quarter 2025 results for the period ended Sept. 30, 2025.
• Accession 0000018230-25-000037 (filed Aug. 5, 2025): Exhibit 99.1, second-quarter 2025 results for the period ended June 30, 2025.
• Accession 0000018230-25-000013 (filed Apr. 30, 2025): Exhibit 99.1, first-quarter 2025 results for the period ended March 31, 2025.
• Accession 0000018230-26-000013 (filed Mar. 26, 2026): Exhibit 99.1, unaudited, recast historical quarterly segment sales and profit for 2024–2025, reflecting the Rail division's move from Power & Energy into Resource Industries (see Segment realignment, below). This is historical recast data, not a new reporting period.

Earnings and results

• Q2 2026 (accession 0000018230-26-000040, Aug. 4, 2026): Sales and revenues rose 24% year over year to $20.5 billion, the first quarter in company history above $20 billion, driven by higher sales volume ($3.1 billion) and favorable price realization ($595 million). Profit per share was $7.77 (adjusted $8.17), versus $4.62 ($4.72 adjusted) a year earlier. Operating profit margin improved to 20.9% (21.9% adjusted) from 17.3%. Operating profit included $392 million of expected IEEPA tariff recoveries. Enterprise operating cash flow was $4.4 billion; the company ended the quarter with $6.7 billion of enterprise cash and deployed $2.2 billion on buybacks and dividends ($1.5 billion buybacks, $0.7 billion dividends). Management cited "strong order rates and a growing backlog" across all three primary segments.
• Q1 2026 (accession 0000018230-26-000017, Apr. 30, 2026): Sales and revenues rose 22% to $17.4 billion. Profit per share was $5.47 (adjusted $5.54), versus $4.20 ($4.25 adjusted) a year earlier. Enterprise operating cash flow was $1.9 billion; the company deployed $5.7 billion on repurchases and dividends ($5.0 billion buybacks, $0.7 billion dividends) and ended the quarter with $4.1 billion of enterprise cash. Management pointed to a "record backlog."
• Q4 and full-year 2025 (accession 0000018230-26-000003, Jan. 29, 2026): Fourth-quarter sales and revenues were $19.1 billion (up 18%), a single-quarter record; full-year sales and revenues were $67.6 billion (up 4% from $64.8 billion in 2024), the highest in company history. Full-year profit per share was $18.81 (adjusted $19.06), down from $22.05 ($21.90 adjusted) in 2024 on lower operating margin (16.5% vs. 20.2%). Full-year enterprise operating cash flow was $11.7 billion; the company ended 2025 with $10.0 billion of enterprise cash and deployed $7.9 billion on buybacks and dividends for the year ($5.2 billion buybacks, $2.7 billion dividends).
• Q3 2025 (accession 0000018230-25-000043, Oct. 29, 2025): Sales and revenues rose 10% to $17.6 billion. Profit per share was $4.88 (adjusted $4.95), down from $5.06 ($5.17 adjusted) a year earlier, reflecting a higher estimated global effective tax rate (24.0%) and a net discrete tax charge. Enterprise operating cash flow was $3.7 billion; the company ended the quarter with $7.5 billion of enterprise cash.
• Q2 2025 (accession 0000018230-25-000037, Aug. 5, 2025): Sales and revenues were roughly flat at $16.6 billion (down 1%) on unfavorable price realization, partly offset by higher volume. Profit per share was $4.62 (adjusted $4.72), down from $5.48 ($5.99 adjusted) a year earlier. Enterprise operating cash flow was $3.1 billion; the company ended the quarter with $5.4 billion of enterprise cash.
• Q1 2025 (accession 0000018230-25-000013, Apr. 30, 2025): Sales and revenues were $14.2 billion, down 10% from $15.8 billion, on lower volume ($1.1 billion) and unfavorable price realization ($250 million), with the volume decline mainly driven by changes in dealer inventories. Profit per share was $4.20 (adjusted $4.25), down from $5.75 ($5.60 adjusted) a year earlier. Operating margin was 18.1% (adjusted 18.3%), versus 22.3%. Enterprise operating cash flow was $1.3 billion; the company ended the quarter with $3.6 billion of enterprise cash and deployed $4.3 billion on buybacks and dividends ($3.7 billion repurchases, $0.7 billion dividends).

Tariff-cost update (interim disclosure)

• Aug. 28, 2025 (accession 0001104659-25-084800): Caterpillar furnished a mid-quarter update on estimated tariff costs. Following additional tariff announcements and clarifications since the Q2 2025 earnings call, the company raised its estimated net tariff impact to approximately $500–$600 million for the third quarter of 2025 and approximately $1.5–$1.8 billion for full-year 2025 (up from prior estimates). It said full-year adjusted operating profit margin was now expected to be near the bottom of its target range, though the tariff revision was not expected to affect the sales and revenue outlook given on the Q2 call.

Segment realignment

• Nov. 4, 2025 announcement, formalized via 8-K filed Mar. 26, 2026 (accession 0000018230-26-000013): Caterpillar moved its Rail division from the Power & Energy segment into Resource Industries, effective Jan. 1, 2026, to better align segment reporting with how the CEO (as chief operating decision maker) assesses performance. The filing furnished recast, unaudited historical quarterly segment sales and profit data for 2024–2025 reflecting the new structure; it also reflects other previously disclosed transfers of responsibilities among segments (wear/maintenance parts sourcing, electronics/controls, and autonomy R&D). The change affects only historical presentation, not previously reported consolidated financial statements.

Acquisition

• RPMGlobal Holdings Limited: Caterpillar completed the acquisition of RPMGlobal, a Brisbane, Australia-based mining software company, on Feb. 17, 2026, for approximately $733 million net of $53 million of acquired cash, financed with available cash. The acquisition is reported within the Resource Industries segment (accession 0000018230-26-000046, Note 22). The pending transaction had previously been disclosed at approximately $790 million excluding cash acquired (accession 0000018230-26-000008, Note 25).

Capital returns and financing

• Dividend increases: The Board raised the quarterly dividend to $1.51 per share in June 2025 (from $1.41) and to $1.63 per share in June 2026 (from $1.51), both declared at the company's Annual Shareholders Meeting (accessions 0001104659-25-058891 and 0001104659-26-072929).
• Senior notes offering: Caterpillar entered into an underwriting agreement on May 12, 2025 for the sale of $1.7 billion of 5.200% Senior Notes due 2035 and $300 million of 5.500% Senior Notes due 2055 under its shelf registration, with the sale closing later in May 2025 (the notes mature May 15 and make their first interest payment November 15, 2025). Proceeds were intended for general corporate purposes, including possible repayment of existing debt (accession 0001104659-25-049132).
• Ongoing buybacks and dividends have been a large use of cash each quarter (see Earnings section above), reaching $7.9 billion for full-year 2025 and $2.2 billion in Q2 2026 alone.

Board and management changes

• Board leadership transition (accession 0001104659-26-001346, Jan. 6, 2026): D. James Umpleby III, Executive Chairman and former CEO (2017–2025), will resign from the Board effective April 1, 2026, after 45 years with the company. CEO Joseph E. Creed will become Chairman of the Board on that date, and the Board size will decrease from ten to nine directors. The Board also adopted amended and restated bylaws renaming the "Presiding Director" role to "Lead Independent Director."
• New Chief Financial Officer (accession 0001104659-26-042062, filed Apr. 10, 2026): The Board appointed Kyle Epley, previously senior vice president of the Global Finance Services Division, as CFO effective May 1, 2026, succeeding Andrew R.J. Bonfield. The appointment was announced Apr. 8, 2026. Bonfield remains an employee through his planned retirement on Oct. 1, 2026.
• New director nominee (accession 0001104659-26-042621, filed Apr. 13, 2026): The Board nominated Lynn Good for election as a director at the 2026 Annual Meeting, with an appointment effective date of Aug. 1, 2026; she was subsequently elected at the June 10, 2026 Annual Meeting (accession 0001104659-26-072929).
• 2025 and 2026 Annual Shareholder Meetings (accessions 0001104659-25-058891 and 0001104659-26-072929): All director nominees were elected, the auditor (PricewaterhouseCoopers) was ratified, and say-on-pay was approved in both years. Shareholder proposals on a civil rights audit, charitable-giving reporting, ending DEI programs (2025), and shareholder right to act by written consent (2026) were all voted down.

Not covered above

Routine filings, annual credit-facility renewals/extensions (accession 0001104659-25-087011, Sept. 3, 2025, covering $3.5 billion 364-day, $3.0 billion three-year, and $5.0 billion five-year unsecured revolving facilities) and quarterly retail-statistics exhibits filed alongside each earnings release, are administrative in nature and are not detailed here.