Caterpillar (NYSE: CAT) awards 186 phantom stock units to executive

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 186 phantom stock units tied to Caterpillar common stock. These units were credited under the company’s non-qualified deferred compensation plan, with 93 units priced at $693.99 per unit and 93 units contributed for no consideration.

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock but will be settled 100% in cash when Kaiser retires or leaves the company, rather than in actual shares. After this award, Kaiser holds a total of 5,564 phantom stock units, which include accrued dividends and may fluctuate over time based on the mix of stock and cash in the underlying unitized fund.

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
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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)
03/13/2026

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)	03/13/2026		A		186(2)		(3)	(3)	Common Stock	186	$693.99	5,564(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 93 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $693.99 and 93 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 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	03/16/2026
	** 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 Caterpillar (CAT) report for Jason Kaiser?

Caterpillar reported that Group President Jason Kaiser received 186 phantom stock units as a compensation-related award. These units track the value of Caterpillar common stock and form part of his non-qualified deferred compensation, rather than representing an open-market share purchase or sale.

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

Following the latest award, Jason Kaiser holds 5,564 phantom stock units. This total includes the newly granted 186 units and reflects accrued dividends, with the number of units able to change as the unitized fund’s cash and stock mix shifts over time.

What are Caterpillar (CAT) phantom stock units and how do they work?

Caterpillar’s phantom stock units are bookkeeping entries economically equivalent to one share of common stock. They are held in an unfunded unitized company stock fund of stock and cash, accumulate dividends, and are ultimately settled 100% in cash at retirement or separation from service.

At what price were Jason Kaiser’s Caterpillar (CAT) phantom stock units credited?

Of the 186 phantom stock units, 93 were credited to Jason Kaiser’s account at a price of $693.99 per unit. The remaining 93 units were contributed to his account under the plan’s terms for no consideration, reflecting a company-awarded component rather than a cash investment.

Will Jason Kaiser’s Caterpillar (CAT) phantom stock units be paid in shares or cash?

Jason Kaiser’s phantom stock units will be settled entirely in cash, not in Caterpillar shares. Payment occurs upon his retirement or separation from service, with the cash amount based on the value of the unitized company stock fund at that future settlement date.

Do Caterpillar (CAT) phantom stock units for Jason Kaiser include dividends?

Yes, the phantom stock units include accrued dividends. Because they represent interests in a unitized fund composed of Caterpillar stock and cash, both unit counts and value can change as dividends are credited and as the relative percentages of cash and stock in the fund fluctuate over time.