Caterpillar CEO acquires 29 phantom stock units at $522.73

Caterpillar (CAT) reported an insider equity change by its Chief Executive Officer, Joseph E. Creed, on a Form 4.

Rhea-AI Filing Summary

Caterpillar (CAT) reported an insider equity change by its Chief Executive Officer, Joseph E. Creed, on a Form 4. On 10/24/2025, the CEO acquired 29 phantom stock units (Transaction Code: A). These units are the economic equivalent of Caterpillar common stock and are designed to be settled 100% in cash upon retirement or separation from service.

The filing notes that 15 units were credited at a price per unit of $522.73 and 14 units were contributed pursuant to plan terms for no consideration. Following the transaction, the CEO beneficially owns 10,599 phantom stock units, with amounts subject to adjustments for dividends and the unitized fund’s stock/cash mix.

Insider Trade Summary

Grant/Award: 29 shares

Grant/Award 1 txn

Insider Creed Joseph E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	29	$522.73	$15K

Holdings After Transaction: Phantom Stock Units — 10,599 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 15 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $522.73 and 14 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.

FAQ

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What did CAT's CEO report on Form 4?

Joseph E. Creed reported acquiring 29 phantom stock units on 10/24/2025.

How many phantom stock units does the CAT CEO hold after the transaction?

Following the transaction, the CEO beneficially owns 10,599 phantom stock units.

At what price were the credited phantom stock units recorded for CAT (CAT)?

15 units were credited at a price per unit of $522.73.

Were any CAT phantom stock units received without consideration?

Yes. 14 units were contributed pursuant to plan terms for no consideration.

How are CAT phantom stock units settled?

They are to be settled 100% in cash upon retirement or separation from service.

What plan governs the phantom stock units for CAT’s CEO?

The units relate to the company’s Supplemental Deferred Compensation Plan.

Do CAT phantom stock units adjust for dividends?

Yes. Holdings include adjustments for dividends accrued and the unitized fund’s stock/cash mix.

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Accepted by SEC EDGAR 10/27/2025 - 02:30 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 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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2025

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)	10/24/2025		A		29(2)		(3)	(3)	Common Stock	29	$522.73	10,599(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 15 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $522.73 and 14 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	10/27/2025
	** 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.