Caterpillar CEO awarded 19 phantom stock units

Creed Joseph E reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Creed Joseph E reported acquisition or exercise transactions in this Form 4 filing.

Caterpillar Inc. Chief Executive Officer Joseph E. Creed received 19 Phantom Stock Units as a compensation award. The units are tied to Caterpillar common stock under the company’s non-qualified deferred compensation plan and are economically equivalent to 19 shares of common stock.

Footnotes state that 10 units were credited to his Supplemental Deferred Compensation Plan account at a price of $830.79 per share and 9 units were contributed for no consideration. Following this grant, his total Phantom Stock Unit balance in the plan is 11,409 units, which will be settled 100% in cash upon retirement or separation from service.

Insider Trade Summary

Grant/Award: 19 shares

Grant/Award 1 txn

Insider Creed Joseph E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	19	$830.79	$16K

Holdings After Transaction: Phantom Stock Units — 11,409 contracts (Direct)

Footnotes (4)

1. F1. 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. F2. This total includes 10 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $830.79 and 9 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.
3. F3. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.
4. F4. 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.

Key Figures

Phantom Stock Units granted: 19 units Units credited at price: 10 units at $830.79 Units contributed for no consideration: 9 units +2 more

5 metrics

Phantom Stock Units granted 19 units Award under non-qualified deferred compensation plan on April 24, 2026

Units credited at price 10 units at $830.79 Credited to Supplemental Deferred Compensation Plan account

Units contributed for no consideration 9 units Contributed to CEO’s account pursuant to plan terms

Total Phantom Stock Units after grant 11,409 units Balance following reported transaction

Economic equivalence 1 unit ≈ 1 share Each unit generally equals one Caterpillar common share in value

Key Terms

Phantom Stock Units, non-qualified deferred compensation plan, Supplemental Deferred Compensation Plan, unitized company stock fund

4 terms

Phantom Stock Units financial

"Each phantom stock unit under the company's non-qualified deferred compensation plan as reported is generally the economic equivalent of one share"

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 plan financial

"Each phantom stock unit under the company's non-qualified deferred compensation plan as reported is generally the economic equivalent of one share"

An arrangement where an employer agrees to pay part of an employee’s salary or bonus at a later date, often to attract or keep key staff. Think of it as a company IOU or a delayed paycheck held on the company’s books rather than in a protected retirement account; investors care because these promises create future cash obligations that are typically unsecured and depend on the company’s financial health, affecting risk, liabilities, and cash-flow planning.

Supplemental Deferred Compensation Plan financial

"This total includes 10 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan"

unitized company stock fund financial

"phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Caterpillar (CAT) CEO Joseph E. Creed report in this Form 4 filing?

Joseph E. Creed reported receiving 19 Phantom Stock Units as a compensation award. These units are economically equivalent to Caterpillar common shares and are credited under the company’s non-qualified deferred compensation plan, increasing his total phantom unit balance to 11,409 units.

What are Phantom Stock Units in Caterpillar (CAT)’s compensation plans?

Phantom Stock Units are bookkeeping units generally equal in value to one Caterpillar common share. They represent interests in an unfunded, unitized company stock fund of stock and cash, and are ultimately settled in cash rather than actual shares when the executive retires or leaves.

How were the 19 Phantom Stock Units for Caterpillar (CAT) CEO allocated?

Of the 19 Phantom Stock Units, 10 were credited to Joseph E. Creed’s Supplemental Deferred Compensation Plan account at a price of $830.79 per share. The remaining 9 units were contributed to his account under the plan’s terms for no consideration.

When will Caterpillar (CAT) CEO’s Phantom Stock Units be paid out?

The Phantom Stock Units will be settled 100% in cash when Joseph E. Creed retires or separates from service. Until then, the units track the value of Caterpillar stock within an unfunded unitized stock fund that includes both stock and cash.

How can the number of Caterpillar (CAT) Phantom Stock Units change over time?

The number of Phantom Stock Units can change due to dividend accruals and shifts in the mix of stock and cash in the unitized company stock fund. These adjustments may alter the units deemed owned between dates, even without new grants or disposals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 02:23 PM EDT 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^*

Creed Joseph E

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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)	04/24/2026		A		19(2)		(3)	(3)	Common Stock	19	$830.79	11,409(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 10 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $830.79 and 9 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	04/27/2026
	** 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)