Caterpillar executive awarded phantom stock units

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

Rhea-AI Filing Summary

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

Caterpillar Inc. Group President Jason Kaiser received a grant of 10 phantom stock units on 2026-07-24 under a non-qualified deferred compensation plan, increasing his holdings to 5,567 phantom units. Each unit is generally the economic equivalent of one share and will be settled 100% in cash at retirement or separation from service. The grant includes 5 units credited at $888.73 per unit and 5 units contributed for no consideration, with balances adjusted over time for accrued dividends within a unitized company stock fund.

Insider Trade Summary

Grant/Award: 10 shares

Grant/Award 1 txn

Insider Kaiser Jason

Role Group President

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F1, F2, F3, F4	10	$888.73	$9K

Holdings After Transaction: Phantom Stock Units — 5,567 contracts (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 5 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $888.73 and 5 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.

Key Figures

Phantom stock units granted: 10.0000 units Price per share for credited units: $888.73 Phantom stock units credited at price: 5.0000 units +2 more

5 metrics

Phantom stock units granted 10.0000 units Grant of phantom stock units on 2026-07-24

Price per share for credited units $888.73 Price at which 5 phantom stock units were credited under the Plan

Phantom stock units credited at price 5.0000 units Units credited to the account at $888.73 per unit

Phantom stock units contributed for no consideration 5.0000 units Units contributed pursuant to the Plan with no consideration

Total phantom stock units after transaction 5567.0000 units Balance of phantom stock units following the award

Key Terms

Phantom Stock Units, non-qualified deferred compensation plan, Supplemental Deferred Compensation Plan, unitized company stock fund

4 terms

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Caterpillar (CAT) report for Jason Kaiser?

Caterpillar reported that Group President Jason Kaiser received 10 phantom stock units under a deferred compensation plan. These units track Caterpillar common stock value and will be settled entirely in cash when he retires or separates from service.

How many phantom stock units does Jason Kaiser now hold at Caterpillar (CAT)?

After the reported transaction, Jason Kaiser holds 5,567 phantom stock units. These units reflect interests in a unitized company stock fund and may change over time as the fund’s mix of cash and stock and accrued dividends are adjusted.

What were the terms of the 10 phantom stock units granted to the Caterpillar (CAT) executive?

The award comprised 10 phantom stock units, with 5 units credited at $888.73 per unit and 5 units contributed for no consideration. Each unit is generally the economic equivalent of one Caterpillar share but is cash-settled at retirement or separation.

Do the Caterpillar (CAT) phantom stock units give Jason Kaiser actual shares?

No, the phantom stock units do not provide actual shares. They are bookkeeping units generally equivalent in value to one share of Caterpillar common stock each and are settled 100% in cash upon retirement or separation from service.

How can Jason Kaiser’s phantom stock unit balance at Caterpillar (CAT) change over time?

His reported 5,567 phantom stock units can change as units reflect a unitized company stock fund of stock and cash. Adjustments for accrued dividends and shifts in the fund’s cash-stock mix can alter the number of units deemed owned between dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/27/2026 - 02:43 PM Accepted by SEC EDGAR 07/27/2026 - 02:43 PM Learn about SEC filing dates

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^*

Kaiser Jason

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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)	07/24/2026		A		10(2)		(3)	(3)	Common Stock	10	$888.73	5,567(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 5 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $888.73 and 5 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 Jason E. Kaiser	07/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)