卡特彼勒美股招股说明书(2025-05-12版)

$% Senior Notes due20$% Senior Notes due20 We are offering $aggregate principal amount of our% Senior Notes due 20(the“20notes”) and $aggregate principal amount of our% Senior Notes due 20(the“20notes” and, together with the 20notes, the “notes.”) Interest on the notes is payable semi-annually onandof each year, beginning on, 2025. The 20notes willmature on, 20, and the 20notes will mature on, 20. We may redeemthe notes of either series at our option, at any time in whole or from time to time in part, at the applicableredemption prices set forth under the caption “Description of the Notes — Optional Redemption.” The notes of each series will be unsecured and will rank senior to all of our existing and futuresubordinated debt and will rank equally in right of payment with the other series of notes and all of ourexisting and future senior debt. The notes will be effectively subordinated to any secured debt we may haveor incur in the future to the extent of the value of the assets securing such indebtedness. The notes will bestructurally subordinated to the debt and all other obligations of our subsidiaries. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-5of this prospectussupplement and contained inour Annual Report on Form 10-K for the year ended December31, 2024, which isincorporated by reference herein, to read about certain risks you should consider before investing in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the notes or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Public offeringpriceUnderwritingdiscountProceeds to us(beforeexpenses)Per 20noteTotal$$$Per 20noteTotal$$$(1)%%%%%% The notes will not be listed on any securities exchange. Currently, there are no public markets for thenotes. The notes will be issued only in registered form in denominations of $2,000 and in integral multiplesof $1,000 in excess thereof. The underwriters expect to deliver the notes for purchase on or about, 2025 in book-entryform through the facilities of The Depository Trust Company and its participants, including ClearstreamBanking,société anonyme, and Euroclear Bank S.A./N.V. Joint Book-Running ManagersThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offerto sell these notes, and we are not soliciting an offer to buy these notes, in any state or jurisdiction where the offer or sale is not permitted. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiA NOTE ON FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-7CAPITALIZATIONS-8DESCRIPTION OF THE NOTESS-10CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCESS-14CERTAIN ERISA CONSIDERATIONSS-18UNDERWRITINGS-20LEGAL MATTERSS-25EXPERTSS-25 Prospectus PageABOUT THIS PROSPECTUS1RISK FACTORS1THE COMPANY2FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS4GENERAL DESCRIPTION OF SECURITIES4DESCRIPTION OF DEBT SECURITIES4DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF WARRANTS12DESCRIPTION OF UNITS13PLAN OF DISTRIBUTION13LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND MORE INFORMATION15INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE15 We have not, and the underwriters have not, authorized anyone to provide any information other than thatcontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any freewriting prospectus we authorize that supplements this prospectus supplement. We take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. You shouldnot assume that the information in this prospectus supplement or the accompanying prospectus is accurate as ofany date other than the date on the cover of the applicable document. We are only making an offer with respectto the notes. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or asolicitation of an offer to buy by any person in any jurisdiction in which such offer or solicitation is notauthorized, or in which the person is not qualified to do so or to any person to whom it is unlawful to make suchoffer or solicitation. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthis offering of the notes. The second part is the accompanying prospectus dated December13, 2024, whichwe refer to as the “accompanying prospectus.” The accompanying prospectus contains a description of ourdebt securities and gives more general information, some of which may not apply to the notes. You shouldread both this prospectus supplement and the accompanying prospectus,