[Form 4] Caterpillar Inc. Insider Trading Activity

Rhea-AI Filing Summary

Denise C. Johnson, a Group President and officer of Caterpillar Inc. (CAT), was credited with 23 phantom stock units under the company's non-qualified deferred compensation plan. The filing shows 12 units were credited at $431.26 per share and 11 units were contributed for no consideration, with the phantom units representing the economic equivalent of common stock. The units are payable 100% in cash upon retirement or separation from service, and the report states the reporting person is deemed to beneficially own 21,905 shares after the transaction, reflecting dividend adjustments and the unitized fund composition.

Positive

• 23 phantom stock units credited to the reporting person under the non-qualified deferred compensation plan
• 12 units were credited at a specified price of $431.26 per share and 11 units were contributed for no consideration
• Phantom units are described as the economic equivalent of common stock and settle 100% in cash on retirement or separation

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer participation in deferred compensation shows standard executive pay mechanics and cash-settlement structure.

The reported award consists of 23 phantom stock units under Caterpillar's non-qualified deferred compensation arrangement, with 12 units credited at a stated per-share value and 11 credited without consideration. The units are described as economic equivalents of common stock but are to be settled fully in cash upon retirement or separation, indicating no immediate equity dilution. The filing notes dividend accruals and that unit counts may vary because the units track a unitized stock-and-cash fund.

Compensation Analyst

TL;DR: Small incremental credit to deferred compensation; structure preserves alignment without issuing shares now.

The transaction is limited in size (23 phantom units) and mixes paid and pro-rated contributions. The cash-settlement feature means the company will record a liability rather than issue shares at payout, which affects balance-sheet compensation accruals rather than share count. Dividend adjustments and unitized fund mechanics introduce variability in future payout amounts but are standard for phantom-unit plans.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Johnson Denise C

(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)
08/26/2025

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)	08/26/2025		A		23(2)		(3)	(3)	Common Stock	23	$431.26	21,905(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 12 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $431.26 and 11 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 Denise C. Johnson	08/27/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Denise C. Johnson report on the Form 4 for CAT?

The Form 4 reports that Denise C. Johnson was credited with 23 phantom stock units under Caterpillar's deferred compensation plan and is deemed to beneficially own 21,905 shares following the transaction.

How many phantom stock units were credited and at what price?

12 units were credited at a price of $431.26 per share and 11 units were contributed for no consideration, totaling 23 units.

Will these phantom units result in issuing Caterpillar common stock?

No. The filing states the phantom stock units are to be settled 100% in cash upon the reporting person's retirement or separation from service.

Why does the number of phantom units change over time?

The filing explains that phantom units represent interests in an unfunded unitized company stock fund comprised of stock and cash, so the number deemed owned may change due to differences in the percentages of cash and stock in the fund and due to dividend adjustments.