Caterpillar (CAT) CEO Joseph Creed granted 214 cash-settled phantom units

Rhea-AI Filing Summary

Caterpillar Inc. Chief Executive Officer Joseph E. Creed reported an acquisition of 214 phantom stock units on March 6, 2026 under the company’s non-qualified deferred compensation plan. Following this grant, he holds 11,293 phantom stock units directly.

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock and will be settled 100% in cash upon his retirement or separation from service. The footnotes explain that these units include accrued dividends and represent interests in an unfunded unitized company stock fund, so the number of units deemed owned can change over time as the mix of stock and cash in the fund shifts.

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

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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)
03/06/2026

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)	03/06/2026		A		214		(2)	(2)	Common Stock	214	$680.9	11,293(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 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	03/10/2026
	** 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).
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FAQ

What insider transaction did Caterpillar (CAT) report for CEO Joseph E. Creed?

Caterpillar reported that CEO Joseph E. Creed acquired 214 phantom stock units on March 6, 2026 under the non-qualified deferred compensation plan. These derivative units are generally the economic equivalent of Caterpillar common shares and increase his total phantom unit holdings to 11,293.

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

The phantom stock units are derivative interests that are generally the economic equivalent of one Caterpillar common share each. They are held in an unfunded unitized company stock fund and reflect a combination of stock and cash, which can change over time.

How and when will Caterpillar (CAT) CEO’s phantom stock units be settled?

The reported phantom stock units for Caterpillar’s CEO will be settled 100% in cash. Settlement occurs upon the reporting person’s retirement or separation from service, making this a long-term deferred compensation element rather than immediate common stock delivery.

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

The footnotes explain that phantom stock units include accrued dividends and represent interests in an unfunded unitized company stock fund. Because this fund contains both stock and cash, the number of units deemed owned may change as the relative percentages of stock and cash shift.

What was the price reference for the Caterpillar (CAT) phantom stock unit grant?

The Form 4 shows a transaction price of $680.90 per phantom stock unit for the 214-unit grant. This price is tied to the economic value reference for the units, which are generally equivalent in value to Caterpillar common stock shares.

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

After acquiring 214 phantom stock units on March 6, 2026, Caterpillar CEO Joseph E. Creed holds a total of 11,293 phantom stock units. This balance includes prior grants, the new award, and adjustments from accrued dividends recorded in the unitized stock fund.

Does the Caterpillar (CAT) Form 4 involve actual common shares or only phantom units?

This Form 4 reports activity only in phantom stock units, which are derivative instruments under a non-qualified deferred compensation plan. The footnotes specify that these units are settled entirely in cash at retirement or separation, rather than delivering actual Caterpillar common shares.