Caterpillar (CAT) Group President reports 13 new phantom stock units

Rhea-AI Filing Summary

Caterpillar Inc. executive Jason E. Kaiser, a Group President, reported acquiring additional deferred equity-linked compensation. On 12/26/2025, he received 13 phantom stock units under a non-qualified deferred compensation plan, which are generally the economic equivalent of one share of Caterpillar common stock each.

The total includes 7 units credited to his plan account at a price of $583.00 per unit and 6 units contributed for no consideration under plan terms. Following this transaction, Kaiser beneficially owned 5,228 phantom stock units in total. These units are to be settled 100% in cash upon his retirement or separation from service and are held in an unfunded unitized company stock fund that adjusts over time for dividends and changes in the mix of stock and cash.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kaiser Jason

(Last) (First) (Middle)

5205 N. O'CONNOR BOULEVARD, SUITE 100

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	12/26/2025		A		13(2)		(3)	(3)	Common Stock	13	$583	5,228(4)	D

Explanation of Responses:

1. Each phantom stock unit under the company's non-qualified deferred compensation plan as reported is generally the economic equivalent of one share of Caterpillar Inc. common stock.

2. This total includes 7 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $583.00 and 6 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.

3. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.

4. Includes adjustments for dividends accrued. Moreover, phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash, and therefore the number of phantom stock units the reporting person is deemed to own may change between any given dates due to differences in the percentages of cash and stock in the unitized fund on those dates.

	/s/ Nicole Puza, POA for Jason E. Kaiser	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Caterpillar (CAT) report for Jason E. Kaiser?

The filing shows that Jason E. Kaiser, a Group President at Caterpillar Inc., acquired 13 phantom stock units under a non-qualified deferred compensation plan on 12/26/2025.

How many Caterpillar (CAT) phantom stock units does Jason E. Kaiser hold after this transaction?

After the reported transaction, Jason E. Kaiser beneficially owned 5,228 phantom stock units linked economically to Caterpillar common stock.

How were the 13 Caterpillar (CAT) phantom stock units allocated in this Form 4?

Of the 13 phantom stock units, 7 units were credited at a price of $583.00 per unit, and 6 units were contributed to his account under the plan for no consideration.

What do Caterpillar (CAT) phantom stock units represent in this Form 4?

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock and represents an interest in an unfunded unitized company stock fund made up of stock and cash.

How will Jason E. Kaiser’s Caterpillar (CAT) phantom stock units be settled?

The filing states that the phantom stock units will be settled for 100% in cash upon retirement or separation from service.

Why can the number of Caterpillar (CAT) phantom stock units change over time?

The number of phantom stock units may change because they are held in a unitized company stock fund of stock and cash, and the filing notes that adjustments are made for dividends accrued and changes in the fund’s stock-cash mix.