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Caterpillar (NYSE: CAT) CEO boosts phantom stock stake

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

Rhea-AI Filing Summary

CATERPILLAR INC (CAT) reported that Chief Executive Officer Joseph E. Creed received an acquisition of 19 Phantom Stock Units linked to Caterpillar common stock. These units, economically equivalent to one share each, increased his direct holdings in this plan to 11,291 Phantom Stock Units. The award reflects 10 units credited at $821.93 per unit and 9 units contributed under the Supplemental Deferred Compensation Plan for no consideration. The units will be settled 100% in cash upon his retirement or separation from service and are adjusted over time for dividends and the cash/stock mix in the unitized company stock fund.

Positive

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Negative

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Insider Creed Joseph E
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2, F3, F4 19 $821.93 $16K
Holdings After Transaction: Phantom Stock Units — 11,291 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. This total includes 10 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $821.93 and 9 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.
  3. F3. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.
  4. F4. 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 acquired 19 Phantom Stock Units Grant, award, or other acquisition on 2026-08-26
Price per Phantom Stock Unit (credited portion) $821.93 per unit 10 units credited under the Supplemental Deferred Compensation Plan
Phantom Stock Units contributed for no consideration 9 Phantom Stock Units Contributed to the CEO’s account under the Plan
Total Phantom Stock Units after transaction 11,291 Phantom Stock Units Direct holdings following the 2026-08-26 acquisition
Underlying security shares 19 shares of Common Stock Each Phantom Stock Unit generally equals one share of common stock
Settlement form 100% in cash Payable upon retirement or separation from service
Phantom Stock Units financial
"Each phantom stock unit under the company's non-qualified deferred compensation plan"
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"
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.
Supplemental Deferred Compensation Plan financial
"credited to the reporting person's account under the Supplemental Deferred Compensation Plan"
unitized company stock fund financial
"phantom stock units represent interests in an unfunded unitized company stock fund"

FAQ

What did Caterpillar (CAT) CEO Joseph E. Creed report on this Form 4?
Joseph E. Creed reported an acquisition of 19 Phantom Stock Units tied to Caterpillar common stock, increasing his direct holdings under the plan to 11,291 Phantom Stock Units. The transaction is coded as a grant, award, or other acquisition (code A).

How many Caterpillar (CAT) Phantom Stock Units does the CEO hold after this transaction?
After the reported acquisition, Joseph E. Creed holds 11,291 Phantom Stock Units under the relevant Caterpillar plan. This total includes the newly acquired 19 units and reflects adjustments for accrued dividends and the cash/stock mix in the unitized company stock fund.

What was the price used for the new Caterpillar (CAT) Phantom Stock Units?
Of the 19 Phantom Stock Units, 10 units were credited at a price per unit of $821.93, while 9 units were contributed for no consideration under the Supplemental Deferred Compensation Plan. Each unit is generally the economic equivalent of one share of Caterpillar common stock.

How and when will Caterpillar (CAT) Phantom Stock Units be settled for the CEO?
The Phantom Stock Units are to be settled for 100% in cash upon Joseph E. Creed’s retirement or separation from service. They represent interests in an unfunded unitized company stock fund rather than actual shares of Caterpillar common stock.

Do Caterpillar (CAT) Phantom Stock Units change over time for Joseph E. Creed?
Yes. The filing states the Phantom Stock Units include adjustments for dividends accrued and represent interests in a unitized company stock fund. The number of units deemed owned may change over time with shifts in the cash and stock percentages in that fund.

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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*
Creed Joseph E
(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 Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026		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)08/26/2026A19(2) (3) (3)Common Stock19$821.9311,291(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 10 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $821.93 and 9 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. Creed08/27/2026
** 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