Caterpillar (CAT) Group President logs 10,946 phantom stock units plan transfer

Rhea-AI Filing Summary

Caterpillar Inc. Group President Denise C. Johnson reported an intra-plan transfer of phantom stock units tied to Caterpillar common stock. On 02/04/2026, she moved 10,946 phantom stock units within the company's Supplemental Deferred Compensation Plan at a reported derivative price of $691.82 per unit. According to the plan terms, each unit generally tracks one share of Caterpillar common stock economically and will be settled 100% in cash upon her retirement or separation from service, rather than in actual shares.

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

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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^*

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)
02/04/2026

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)	02/04/2026		J			10,946(2)	(3)	(3)	Common Stock	10,946	$691.82	0	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. Intra-plan transfer pursuant to the employee's Supplemental Deferred Compensation Plan ("the Plan").

3. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.

	/s/ Nicole Puza, POA for Denise C. Johnson	02/06/2026
	** 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).
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 insider transaction did CAT executive Denise C. Johnson report?

Denise C. Johnson reported an intra-plan transfer of 10,946 phantom stock units on 02/04/2026. These units are part of Caterpillar’s Supplemental Deferred Compensation Plan and track the value of Caterpillar common stock for compensation purposes, rather than representing actual share ownership.

What are phantom stock units in Caterpillar (CAT)'s compensation plan?

Phantom stock units in Caterpillar’s non-qualified deferred compensation plan are generally the economic equivalent of one Caterpillar common share. They track the share value for compensation but are settled in cash, allowing executives to defer compensation linked to the company’s stock performance.

How will Denise C. Johnson’s 10,946 CAT phantom stock units be settled?

The 10,946 phantom stock units will be settled 100% in cash upon Denise C. Johnson’s retirement or separation from service. This means she will receive a cash payment based on the plan’s terms instead of receiving Caterpillar common shares directly.

What does transaction code "J" mean in this Caterpillar (CAT) Form 4 filing?

In this Form 4, transaction code "J" is used for an intra-plan transfer within Caterpillar’s Supplemental Deferred Compensation Plan. The filing specifies that the 10,946 phantom stock units were moved as part of an internal plan transfer, not a market purchase or sale.

Did the Caterpillar (CAT) Form 4 show direct or indirect ownership for this derivative position?

The Form 4 lists the phantom stock units as held under direct ownership for reporting purposes. They are part of Caterpillar’s non-qualified deferred compensation framework and are linked economically to Caterpillar common stock, with settlement in cash at retirement or separation.

What role does Denise C. Johnson hold at Caterpillar (CAT) in this Form 4?

In this Form 4, Denise C. Johnson is identified as an officer of Caterpillar Inc. with the title "Group President." The reported transaction concerns her compensation-related phantom stock units in the company’s Supplemental Deferred Compensation Plan.