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Caterpillar (NYSE: CAT) director receives 22 phantom stock units as deferred pay

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MacLennan David reported acquisition or exercise transactions in this Form 4 filing.

Caterpillar Inc. director David MacLennan received a grant of 22 phantom stock units, each generally equal in value to one share of Caterpillar common stock. These units were awarded in lieu of director cash compensation under the company’s Directors' Deferred Compensation Plan and are to be settled entirely in cash upon his retirement or separation from service. Following this grant and related dividend adjustments, his total phantom stock unit balance is 476 units.

Positive

  • None.

Negative

  • None.
Insider MacLennan David
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Units 22 $1,055.33 $23K
Holdings After Transaction: Phantom Stock Units — 476 shares (Direct, null)
Footnotes (1)
  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. Phantom stock units awarded or acquired in lieu of director cash compensation. 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. Includes adjustments for dividends accrued.
Phantom stock units granted 22 units Grant under Directors' Deferred Compensation Plan on 2026-06-30
Phantom units after transaction 476 units Total phantom stock units following grant
Reported unit value reference $1055.33 per unit Transaction price per phantom stock unit
Conversion price $0.00 Conversion or exercise price for phantom stock units
Transaction code A Grant, award, or other acquisition of derivative units
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.
Directors' Deferred Compensation Plan financial
"The phantom stock units were acquired under the Caterpillar Inc. Directors' Deferred Compensation Plan and are to be settled 100% in cash"
dividends accrued financial
"Includes adjustments for dividends accrued."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)06/30/2026A22(2) (3) (3)Common Stock22$1,055.33476(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 MacLennan07/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Caterpillar (CAT) director David MacLennan report in this Form 4?

David MacLennan reported receiving 22 phantom stock units as a grant. These units were awarded under Caterpillar’s Directors' Deferred Compensation Plan and are linked economically to Caterpillar common stock value, but will be settled entirely in cash at retirement or separation.

How many Caterpillar phantom stock units does David MacLennan hold after this transaction?

After this transaction, David MacLennan holds a total of 476 phantom stock units. This balance reflects the newly granted 22 units plus prior holdings, including adjustments for dividends accrued under the non-qualified deferred compensation structure.

Is David MacLennan’s Caterpillar Form 4 transaction a market purchase or sale?

No, the transaction is not a market purchase or sale of Caterpillar shares. It is a grant of 22 phantom stock units, categorized as a derivative award under the company’s non-qualified deferred compensation plan for directors, settled in cash in the future.

What are phantom stock units in Caterpillar’s director compensation plan?

Phantom stock units are bookkeeping entries whose value generally tracks Caterpillar common stock. Under the Directors' Deferred Compensation Plan, these units accumulate, including dividend adjustments, and are eventually settled 100% in cash when the director retires or separates from service.

Why did David MacLennan receive phantom stock units instead of cash from Caterpillar?

The filing states that the phantom stock units were awarded or acquired in lieu of director cash compensation. This reflects Caterpillar’s practice of allowing or providing deferred compensation to directors through phantom units rather than immediate cash payments.

When will David MacLennan receive cash for his Caterpillar phantom stock units?

The phantom stock units are to be settled 100% in cash upon David MacLennan’s retirement or separation from service. Until that time, the units remain as deferred compensation, with their value tied to Caterpillar common stock and adjusted for dividends.