Caterpillar (NYSE: CAT) awards 106 phantom stock units to Group President

Rhea-AI Filing Summary

Kaiser Jason reported acquisition or exercise transactions in this Form 4 filing.

Caterpillar Inc. Group President Jason Kaiser received an award of 106 phantom stock units on Caterpillar common stock under the company’s non-qualified deferred compensation plan. The units are generally the economic equivalent of one share of Caterpillar stock each and increase his directly held phantom units to 5,520.

The phantom stock units will be settled 100% in cash when Kaiser retires or separates from service. They include accrued dividends and represent interests in an unfunded unitized company stock fund made up of both stock and cash, so the reported unit count may change over time as that mix 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^*

Kaiser Jason

(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)
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		106		(2)	(2)	Common Stock	106	$680.9	5,520(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 Jason Kaiser	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).
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 did Caterpillar (CAT) executive Jason Kaiser report in this Form 4?

Jason Kaiser reported receiving 106 phantom stock units tied to Caterpillar common stock. These units were granted under a non-qualified deferred compensation plan and increased his total phantom stock holdings to 5,520 units, all held directly according to the filing details and accompanying footnotes.

What are phantom stock units in Caterpillar’s deferred compensation plan?

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock. They represent interests in an unfunded unitized company stock fund containing both stock and cash, so the number of units can change as the fund’s stock-to-cash mix and accrued dividends change.

How and when will Jason Kaiser’s Caterpillar phantom stock units be settled?

Kaiser’s phantom stock units are to be settled 100% in cash upon his retirement or separation from service. This means he will not receive actual Caterpillar shares, but a cash payment based on the value of the underlying company stock fund at settlement.

Did Jason Kaiser buy or sell Caterpillar stock on the open market?

The Form 4 shows a grant or award acquisition of 106 phantom stock units rather than an open-market stock purchase or sale. The transaction is reported with code “A,” indicating a grant, award, or other acquisition under a company compensation plan, not a discretionary market trade.

How many Caterpillar phantom stock units does Jason Kaiser hold after this grant?

After receiving 106 additional phantom stock units, Kaiser is reported to hold 5,520 phantom stock units directly. Because these units are in a unitized stock fund with both stock and cash, this reported number may change over time as the fund’s composition and accrued dividends vary.