[Form 4] Caterpillar Inc. Insider Trading Activity

Rhea-AI Filing Summary

Joseph E. Creed, Chief Executive Officer of Caterpillar Inc. (CAT), reported receipt of 35 phantom stock units under the companynon-qualified deferred compensation arrangements on 08/26/2025. Each unit is treated as the economic equivalent of one share of Caterpillar common stock and the transaction used a price of $431.26 per share for 18 credited shares; 17 additional shares were contributed for no consideration. The units are payable 100% in cash upon Creeds retirement or separation and the filing shows he beneficially owns 10,600 phantom stock units following the transaction. The filing was signed by a power of attorney on Creeds behalf.

Positive

• Disclosure of deferred compensation credit for the CEO increases transparency regarding executive pay
• Phantom units settled in cash reduce dilution risk to shareholders because no new shares will be issued upon settlement

Negative

• None.

Insights

Compensation Analyst

TL;DR: CEO received a small deferred-compensation credit of 35 phantom units, settled in cash at separation.

The filing documents a routine credit to the CEOs non-qualified deferred compensation account: 35 phantom stock units, reflecting 18 purchased at $431.26 and 17 contributed without consideration. These units track company stock economically but will be cashed out, not converted into actual shares, and the filing reports total phantom holdings of 10,600 units. This is a standard executive compensation bookkeeping event and does not reflect open-market trading or change in direct equity ownership of common shares.

Corporate Governance Specialist

TL;DR: Disclosure is routine and administrative; it clarifies deferred-comp position but has limited governance impact.

The Form 4 clarifies the structure and size of the CEOs deferred compensation exposure to Caterpillar stock via phantom units. The units are part of an unfunded unitized stock fund that can vary with cash/stock mix and accrue dividends, and are payable in cash upon separation. From a governance perspective, this is a standard disclosure supporting transparency around executive compensation but is not a material corporate action.

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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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^*

Creed Joseph E

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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)	08/26/2025		A		35(2)		(3)	(3)	Common Stock	35	$431.26	10,600(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 18 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $431.26 and 17 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 Joseph E. Creed	08/27/2025
	** 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

What did Joseph E. Creed report on the Form 4 for CAT?

He reported receipt of 35 phantom stock units credited under Caterpillars non-qualified deferred compensation plans on 08/26/2025.

How were the 35 phantom stock units allocated?

18 units were credited at $431.26 per share and 17 units were contributed for no consideration under the plan.

Will these phantom stock units convert into Caterpillar common stock?

No. The units are to be settled 100% in cash upon retirement or separation and do not represent issuance of actual shares.

How many phantom stock units does Creed beneficially own after this transaction?

10,600 phantom stock units are reported as beneficially owned following the credited units.

Does this Form 4 indicate open-market purchases or sales of CAT stock?

No. The filing documents plan credits of phantom units, not purchases or sales of common stock on the open market.