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Caterpillar (CAT) CFO receives grant of phantom stock units in compensation plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Epley Kyle Joseph reported acquisition or exercise transactions in this Form 4 filing.

Caterpillar Inc. Chief Financial Officer Kyle Joseph Epley received a compensation-related award of phantom stock units. On this Form 4, he was granted 6 phantom stock units under a non-qualified deferred compensation plan, each generally the economic equivalent of one share of Caterpillar common stock.

Following this award, Epley is credited with a total of 5,711 phantom stock units. These units are settled 100% in cash upon retirement or separation from service and represent interests in an unfunded unitized company stock fund comprised of stock and cash, so unit counts may fluctuate as the fund’s cash-stock mix changes.

Positive

  • None.

Negative

  • None.
Insider Epley Kyle Joseph
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Phantom Stock Units 6 $908.55 $5K
Holdings After Transaction: Phantom Stock Units — 5,711 shares (Direct, null)
Footnotes (1)
  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. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service. 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.
Phantom stock units granted 6 units Grant under non-qualified deferred compensation plan on 2026-05-26
Phantom units after transaction 5,711 units Total phantom stock units credited to CFO following award
Reported unit price $908.55 per unit Reference price for 6 phantom stock units reported as economic equivalent of common stock
Underlying shares per unit 1 share per unit Each phantom stock unit generally equals one Caterpillar common share economically
Phantom Stock Units financial
"Each phantom stock unit under the company's non-qualified deferred compensation plan as reported is generally the economic equivalent of one share"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
non-qualified deferred compensation plan financial
"Each phantom stock unit under the company's non-qualified deferred compensation plan as reported is generally the economic equivalent"
An arrangement where an employer agrees to pay part of an employee’s salary or bonus at a later date, often to attract or keep key staff. Think of it as a company IOU or a delayed paycheck held on the company’s books rather than in a protected retirement account; investors care because these promises create future cash obligations that are typically unsecured and depend on the company’s financial health, affecting risk, liabilities, and cash-flow planning.
unfunded unitized company stock fund financial
"phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash"
separation from service financial
"The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Epley Kyle Joseph
(Last)(First)(Middle)
5205 N. O'CONNOR BOULEVARD, SUITE 100
(Street)
IRVING TEXAS 75039
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)05/26/2026A6 (2) (2)Common Stock6$908.555,711(3)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. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.
3. 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 Kyle J. Epley05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Caterpillar (CAT) report for CFO Kyle Epley?

Caterpillar reported that CFO Kyle Joseph Epley received an award of 6 phantom stock units. These units are part of a non-qualified deferred compensation plan and increase his credited balance to 5,711 phantom stock units tied economically to Caterpillar common stock.

What are the phantom stock units reported in Caterpillar (CAT) CFO’s Form 4?

The phantom stock units are bookkeeping entries generally equal in value to one Caterpillar common share each. They track company stock performance inside a deferred compensation plan and are ultimately settled 100% in cash, not actual shares, at retirement or separation.

How many phantom stock units does Caterpillar (CAT) CFO hold after this award?

After the reported award, CFO Kyle Joseph Epley is credited with 5,711 phantom stock units. This total includes the newly granted 6 units and past accruals, and it can change over time as dividends are credited and the plan’s stock-cash mix shifts.

When will Caterpillar (CAT) CFO’s phantom stock units be paid out?

The phantom stock units are scheduled to be settled entirely in cash upon Kyle Joseph Epley’s retirement or separation from service. Until that point, they remain bookkeeping entries in a non-qualified deferred compensation plan tracking Caterpillar stock performance and dividends.

Does the Caterpillar (CAT) Form 4 show the CFO buying or selling shares?

The Form 4 shows a grant of 6 phantom stock units, not open-market share purchases or sales. These units are a compensation-related award within a deferred compensation plan and will be settled in cash rather than through direct trading of Caterpillar common stock.