Caterpillar (NYSE: CAT) CEO Creed reports 26 phantom units, total 10,503

Rhea-AI Filing Summary

Caterpillar Inc. reported an insider equity transaction involving its Chief Executive Officer, Joseph E. Creed. On 11/26/2025, Creed acquired 26 phantom stock units under Caterpillar’s non-qualified deferred compensation plan at a reference price of $573.73 per unit. Each phantom unit is generally the economic equivalent of one share of Caterpillar common stock.

The 26 units include 13 units credited at $573.73 and 13 units contributed under the plan for no consideration. After this transaction, Creed beneficially holds 10,503 phantom stock units, which will be settled 100% in cash upon his retirement or separation from service. The total also reflects adjustments for dividends accrued and changes in the mix of stock and cash in the underlying unitized company stock fund.

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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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^*

Creed Joseph E

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

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)	11/26/2025		A		26(2)		(3)	(3)	Common Stock	26	$573.73	10,503(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 13 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $573.73 and 13 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 Joseph E. Creed	12/01/2025
	** 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) disclose for its CEO?

Caterpillar disclosed that Chief Executive Officer Joseph E. Creed acquired 26 phantom stock units under the company’s non-qualified deferred compensation plan on 11/26/2025.

What are the terms of the phantom stock units reported by Caterpillar (CAT)?

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock and is to be settled for 100% in cash upon Creed’s retirement or separation from service.

At what price were Caterpillar (CAT) phantom units credited in this Form 4?

Of the reported units, 13 phantom stock units were credited at a price per unit of $573.73, while another 13 units were contributed for no consideration under the plan.

How many Caterpillar (CAT) phantom stock units does the CEO hold after this transaction?

Following the reported transaction, Joseph E. Creed beneficially owns 10,503 phantom stock units under the applicable plans.

How do dividends affect Caterpillar (CAT) phantom stock units in the CEO’s account?

The total phantom stock units include adjustments for dividends accrued, and the number of units may change over time based on the percentages of stock and cash in the underlying unitized company stock fund.

Does the Caterpillar (CAT) CEO receive actual shares from these phantom units?

No. The phantom stock units represent an interest in an unfunded unitized company stock fund and are designed to be settled entirely in cash, not in actual shares of common stock.