Caterpillar director granted 33 phantom stock units

MacLennan David reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MacLennan David reported acquisition or exercise transactions in this Form 4 filing.

Caterpillar Inc. director David MacLennan received a grant of 33 Phantom Stock Units on Caterpillar common stock equivalents. The award price is $690.44 per unit, bringing his total phantom stock units to 453. These units are granted under Caterpillar’s Director's Deferred Compensation Plan and are generally the economic equivalent of one share of common stock per unit. They will be settled 100% in cash upon his retirement or separation from service, so there was no open‑market purchase or sale of Caterpillar common shares in this transaction.

Insider Trade Summary

Grant/Award: 33 shares

Grant/Award 1 txn

Insider MacLennan David

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	33	$690.44	$23K

Holdings After Transaction: Phantom Stock Units — 453 contracts (Direct)

Footnotes (4)

1. F1. Each phantom stock unit under the company's non-qualified deferred compensation plans as reported is generally the economic equivalent of one share of Caterpillar Inc. common stock.
2. F2. Phantom stock units awarded or acquired in lieu of director cash compensation.
3. F3. The phantom stock units were acquired under the Caterpillar Inc. Director's Deferred Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.
4. F4. Includes adjustments for dividends accrued.

Key Figures

Phantom units granted: 33 Phantom Stock Units Unit value: $690.44 per unit Total phantom units after grant: 453 Phantom Stock Units +1 more

4 metrics

Phantom units granted 33 Phantom Stock Units Grant on March 31, 2026 as director compensation

Unit value $690.44 per unit Value per Phantom Stock Unit for this grant

Total phantom units after grant 453 Phantom Stock Units Balance following the reported transaction

Underlying security 33 shares of Common Stock equivalent Each phantom unit generally equals one Caterpillar common share

Key Terms

Phantom Stock Units, non-qualified deferred compensation plans, Director's Deferred Compensation Plan, economic equivalent

4 terms

Phantom Stock Units financial

"Each phantom stock unit under the company's non-qualified deferred compensation plans"

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 plans financial

"Each phantom stock unit under the company's non-qualified deferred compensation plans as reported"

Non-qualified deferred compensation plans are agreements that let employees or executives postpone receiving part of their pay, bonuses, or stock awards until a future date, such as retirement or a specified milestone. They matter to investors because these promises are unsecured company obligations—like an internal IOU—so they affect a firm’s future cash needs, reflect executive incentives, and can be at risk if the company faces financial trouble.

Director's Deferred Compensation Plan financial

"acquired under the Caterpillar Inc. Director's Deferred Compensation Plan"

economic equivalent financial

"generally the economic equivalent of one share of Caterpillar Inc. common stock"

FAQ

What did Caterpillar (CAT) director David MacLennan report in this Form 4?

David MacLennan reported receiving 33 Phantom Stock Units tied to Caterpillar common stock. The grant is part of director compensation and increases his total phantom units to 453, with settlement to be made entirely in cash at retirement or separation.

How many Caterpillar (CAT) Phantom Stock Units does MacLennan now hold?

After the latest grant, David MacLennan holds 453 Phantom Stock Units. Each unit is generally the economic equivalent of one share of Caterpillar common stock, but the plan provides for settlement entirely in cash when he retires or separates from service.

What is the value per Phantom Stock Unit in this Caterpillar (CAT) Form 4?

The reported value per Phantom Stock Unit is $690.44. This price applies to the 33 newly awarded units, which are credited under Caterpillar’s Director's Deferred Compensation Plan and are intended to mirror the economic value of Caterpillar common stock.

Is this Caterpillar (CAT) Form 4 an open-market stock purchase or sale?

No. The filing shows a grant of 33 Phantom Stock Units as director compensation, not an open-market trade. These phantom units are cash-settled equivalents of Caterpillar common stock, payable when the director retires or otherwise separates from service under the plan.

When will David MacLennan’s Caterpillar (CAT) Phantom Stock Units be settled?

The phantom stock units are to be settled 100% in cash upon David MacLennan’s retirement or separation from service. Until that time, they function as deferred compensation whose value tracks Caterpillar’s common stock under the Director's Deferred Compensation Plan.

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Accepted by SEC EDGAR 04/01/2026 - 01:23 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^*

MacLennan David

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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)	03/31/2026		A		33(2)		(3)	(3)	Common Stock	33	$690.44	453(4)	D

Explanation of Responses:

1. Each phantom stock unit under the company's non-qualified deferred compensation plans as reported is generally the economic equivalent of one share of Caterpillar Inc. common stock.

2. Phantom stock units awarded or acquired in lieu of director cash compensation.

3. The phantom stock units were acquired under the Caterpillar Inc. Director's Deferred Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.

4. Includes adjustments for dividends accrued.

	/s/ Nicole Puza, POA for David W. MacLennan	04/01/2026
	** 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)