Form 8-K CATERPILLAR FINANCIAL For: Mar 10

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March 10, 2023 3:16 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

DATE OF REPORT (Date of earliest event reported): March 10, 2023

CATERPILLAR FINANCIAL SERVICES CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER
JURISDICTION OF
INCORPORATION)

001-11241

(COMMISSION FILE
NUMBER)

37-1105865

(IRS EMPLOYER
IDENTIFICATION
NUMBER)

2120 West End Avenue, Nashville, Tennessee 37203-0001

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant’s telephone number, including area code: (615) 341-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Medium-Term Notes, Series H, 3.300% Notes Due 2024		CAT/24		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

Exhibits are filed herewith in connection with the issuance on March 10, 2023, by Caterpillar Financial Services Corporation (the “Company”) of $600,000,000 aggregate principal amount of its Medium-Term Notes, Series J, 5.400% due 2025 (the “Notes”) pursuant to the Company’s previously filed Registration Statement on Form S-3 (Registration No. 333-237475) (the “Registration Statement”) and the related Prospectus dated March 30, 2020, Prospectus Supplement dated March 30, 2020 and Pricing Supplement dated March 7, 2023 relating to the Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following Exhibits are filed as part of this Report and as Exhibits to the Registration Statement:

Exhibit
Number		Description
5.1		Opinion of Sidley Austin LLP, as to the legality of the Notes.

23.1		Consent of Sidley Austin LLP (included as part of Exhibit 5.1).

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.