Caterpillar director acquires 28 stock-linked units

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock.

Rhea-AI Filing Summary

Caterpillar Inc. (CAT) director David MacLennan acquired 28 phantom stock units on September 30, 2026, in lieu of director cash compensation. The reported per-unit price was $821.01, and his direct balance became 505 phantom stock units, including adjustments for accrued dividends. The units are to be settled 100% in cash upon his retirement or separation from service.

Insider Trade Summary

Grant/Award: 28 shares

Grant/Award 1 txn

Insider MacLennan David

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F1, F2, F3, F4	28	$821.01	$23K

Holdings After Transaction: Phantom Stock Units — 505 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. Phantom stock units awarded or acquired in lieu of director cash compensation.
3. F3. The phantom stock units were acquired under the Caterpillar Inc. Directors' 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 stock units acquired: 28 phantom stock units Reported per-unit price: $821.01 per unit Direct balance after transaction: 505 phantom stock units +1 more

4 metrics

Phantom stock units acquired 28 phantom stock units September 30, 2026; in lieu of director cash compensation

Reported per-unit price $821.01 per unit Phantom stock unit acquisition on September 30, 2026

Direct balance after transaction 505 phantom stock units Includes adjustments for accrued dividends

Cash settlement 100% Upon retirement or separation from service

Key Terms

Phantom stock units, non-qualified deferred compensation plan, accrued dividends

3 terms

Phantom stock units financial

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

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

"under the company's non-qualified deferred compensation plan"

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.

accrued dividends financial

"Includes adjustments for dividends accrued."

Accrued dividends are payments a company owes to shareholders that have been earned or officially declared but not yet paid; think of them as an IOU the company has for past dividend obligations. They matter to investors because they represent a near-term claim on a company’s cash, affect the company’s reported liabilities and value, and can be especially important when assessing income reliability or priority in a payout situation.

FAQ

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

How many phantom stock units did CAT director David MacLennan acquire?

Caterpillar director David MacLennan acquired 28 phantom stock units on September 30, 2026, at a reported per-unit price of $821.01. The units were acquired in lieu of director cash compensation, and his reported direct balance afterward was 505 phantom stock units, including accrued-dividend adjustments.

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

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Available on EDGAR 10/01/2026 - 05:14 PM Accepted by SEC EDGAR 10/01/2026 - 05:14 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)
09/30/2026

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)	09/30/2026		A		28(2)		(3)	(3)	Common Stock	28	$821.01	505(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. Phantom stock units awarded or acquired in lieu of director cash compensation.

3. The phantom stock units were acquired under the Caterpillar Inc. Directors' 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 M. Puza, POA for David W. MacLennan	10/01/2026
	** 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)