[Form 4] Caterpillar Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider grant of phantom stock units to Caterpillar officer. The Form 4 reports that Jason Kaiser, Group President, was credited with 17 phantom stock units on 08/26/2025. The report shows a price per share of $431.26 relevant to 9 of those units; the remaining 8 units were contributed for no consideration. Following the transaction the reporting person is deemed to beneficially own 5,179 phantom stock units. The units represent economic equivalents of Caterpillar common shares and are settled 100% in cash upon retirement or separation from service. The units track an unfunded unitized company stock fund, so the reported unit count can vary with the fund composition.

Positive

• Transparency: Filing clearly discloses the number of phantom stock units, price components, and cash-settlement terms.
• Officer participation: Group President is enrolled in the Supplemental Deferred Compensation Plan, aligning compensation with company performance via a unitized stock fund.

Negative

• None.

Insights

Compensation Analyst

TL;DR: Routine executive deferred-compensation credit; increases cash-settled deferred equity exposure.

This filing documents a standard non-qualified deferred compensation credit of 17 phantom stock units to the Group President. The disclosure clarifies that units are cash-settled at retirement or separation and that the unit count can fluctuate because the underlying unitized fund holds both stock and cash. This is a compensation expense accrual event rather than an open-market purchase or sale of shares and does not by itself change outstanding common stock.

Corporate Governance Specialist

TL;DR: Non-material governance disclosure showing officer participation in deferred compensation plan.

The report indicates participation in the Supplemental Deferred Compensation Plan with some units contributed for no consideration and others credited at a specified per-share amount. The settlement terms (100% cash) and the unfunded nature of the unitized fund are disclosed, which is customary for deferred-compensation arrangements and important for transparency on executive remuneration liabilities.

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 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)
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		17(2)		(3)	(3)	Common Stock	17	$431.26	5,179(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 9 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 8 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	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 transaction did Jason Kaiser report on the Form 4 for CAT?

The Form 4 reports that Jason Kaiser was credited with 17 phantom stock units on 08/26/2025 under Caterpillar's deferred compensation arrangements.

How many phantom stock units does the reporting person own after the transaction?

After the reported transaction the reporting person is deemed to beneficially own 5,179 phantom stock units.

What is the settlement method for the phantom stock units?

The phantom stock units are to be settled 100% in cash upon the reporting person’s retirement or separation from service.

What does the $431.26 figure represent in the Form 4?

The Form 4 lists $431.26 as the price per share used to credit 9 of the phantom stock units to the reporting person's account.

Were any units contributed for no consideration?

Yes, the filing states that 8 of the credited phantom stock units were contributed to the reporting person’s account pursuant to the Plan for no consideration.