[Form 4] CATERPILLAR INC Insider Trading Activity

Rhea-AI Filing Summary

Caterpillar Inc. director David W. MacLennan reported a Form 4 transaction involving phantom stock units under the company’s Director's Deferred Compensation Plan.

On 11/25/2025, 72 phantom stock units, each equivalent to one share of Caterpillar common stock, were acquired at a reference price of $557.34, bringing his beneficially owned phantom stock units to 389. These units were acquired under the Director's Deferred Compensation Plan, are to be settled 100% in cash upon his retirement or separation from service, and include adjustments for dividends accrued.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

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)	11/25/2025		J(2)		72		(3)	(3)	Common Stock	72	$557.34	389(4)	D

Explanation of Responses:

1. Each phantom stock unit is equivalent to one share of Caterpillar Inc. common stock.

2. Intra-plan transfer pursuant to the Director's Deferred Compensation Plan.

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	11/26/2025
	** 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 insider transaction did Caterpillar (CAT) report on this Form 4?

The Form 4 reports that director David W. MacLennan had 72 phantom stock units credited on 11/25/2025 under Caterpillar Inc.’s Director's Deferred Compensation Plan.

What are the phantom stock units reported for Caterpillar (CAT)?

The filing states that each phantom stock unit is equivalent to one share of Caterpillar Inc. common stock and is part of the Director's Deferred Compensation Plan.

How and when will Caterpillar (CAT) phantom stock units be settled?

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

What is the total number of Caterpillar (CAT) phantom stock units owned after this transaction?

After the reported transaction, the Form 4 shows 389 phantom stock units beneficially owned by the reporting person.

What price is associated with the Caterpillar (CAT) phantom stock unit transaction?

The Form 4 lists a price of $557.34 for the 72 phantom stock units credited on 11/25/2025.

Does the Caterpillar (CAT) phantom stock balance include dividend adjustments?

Yes. The explanation notes that the phantom stock unit total includes adjustments for dividends accrued.

Under which plan were the Caterpillar (CAT) phantom stock units acquired?

The phantom stock units were acquired under the Caterpillar Inc. Director's Deferred Compensation Plan, described as an intra-plan transfer.