Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 16, 2021, Caterpillar Inc. (the "Company") announced that Mr. Juan Gallardo and Mr. William A. Osborn resigned from the Board of Directors (the "Board"), effective as of April 14, 2021. Mr. Gallardo's and Mr. Osborn's decisions to resign were not the result of any disagreement with the Company.



The Company also announced that on April 14, the Board elected Mr. David W.
MacLennan as a member of the Board effective the same day. Mr. MacLennan will
serve as a member of the Audit Committee. Mr. MacLennan's compensation will be
consistent with the standard compensatory agreement 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 resignation of Mr. Gallardo
and Mr. Osborn and the election of Mr. MacLennan is attached as Exhibit 99.1 to
this Form 8-K and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits


  (d) Exhibits.
       Exhibit
        Number                Description

         99.1            Caterpillar Inc. press release dated April 16, 2021

         104           The cover page from this Current Report on Form 8-K,

formatted in Inline XBRL.

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