CAT Executive Shows Long-term Commitment with Latest Stock-Based Compensation

Rhea-AI Filing Summary

Caterpillar Group President Denise C. Johnson reported changes in beneficial ownership through phantom stock unit transactions on June 26, 2025. The insider acquired 26 phantom stock units under the company's non-qualified deferred compensation plan, with the following details:

• 13 shares credited at $381.88 per share
• 13 shares contributed at no cost per plan terms
• Total phantom stock units owned after transaction: 29,421 units

The phantom stock units are equivalent to Caterpillar common stock and will be settled 100% in cash upon retirement or separation. The units are part of an unfunded unitized company stock fund that includes both stock and cash components, with quantities subject to change based on fund composition and dividend adjustments.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Johnson Denise C

Role Group President

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	26	$381.88	$10K

Holdings After Transaction: Phantom Stock Units — 29,421 shares (Direct)

Footnotes (1)

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. 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 $381.88 and 13 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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^*

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)
06/26/2025

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)	06/26/2025		A		26(2)		(3)	(3)	Common Stock	26	$381.88	29,421(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 $381.88 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 Denise C. Johnson	06/27/2025
	** 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.
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

Who is Denise C. Johnson and what position does she hold at CAT?

Denise C. Johnson serves as Group President at Caterpillar Inc. (CAT). She is an Officer of the company as indicated in the Form 4 filing dated June 28, 2025.

How many phantom stock units did CAT's Group President acquire on June 26, 2025?

According to the Form 4 filing, Denise C. Johnson acquired 26 phantom stock units on June 26, 2025. This included 13 shares credited at $381.88 per share and 13 shares contributed at no cost under the Supplemental Deferred Compensation Plan.

What is the total number of phantom stock units owned by CAT's Group President after the transaction?

Following the reported transaction, Denise C. Johnson beneficially owned 29,421 phantom stock units. This amount includes adjustments for accrued dividends and reflects interests in an unfunded unitized company stock fund.

What is the settlement terms for CAT executive phantom stock units?

According to the filing, the phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service from Caterpillar Inc.

What was the price of CAT phantom stock units in this transaction?

The phantom stock units were acquired at a price of $381.88 per share for half of the units (13 shares), while the other half (13 shares) were contributed at no cost under the company's deferred compensation plan.