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Caterpillar (NYSE: CAT) CEO receives 18 new phantom stock units in plan award

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

Rhea-AI Filing Summary

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

Caterpillar Inc. CEO Joseph E. Creed reported a compensation-related award of 18 phantom stock units tied to Caterpillar common stock. The grant, recorded at a reference price of $908.55 per unit, increased his phantom stock unit balance to 11,001 units.

The filing notes that 9 units were credited under Caterpillar's Supplemental Deferred Compensation Plan at $908.55 per unit and 9 additional units were contributed under the plan for no cash consideration. Each phantom unit generally tracks the value of one share of Caterpillar common stock and will be settled 100% in cash upon his retirement or separation from service.

Positive

  • None.

Negative

  • None.
Insider Creed Joseph E
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Phantom Stock Units 18 $908.55 $16K
Holdings After Transaction: Phantom Stock Units — 11,001 shares (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 9 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $908.55 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.
Phantom units granted 18 units Grant of phantom stock units on 2026-05-26
Reference price per unit $908.55 per unit Valuation reference for 18 phantom stock units
Total phantom units after grant 11,001 units Phantom stock units held after 2026-05-26 award
Units credited under Plan 9 units Credited at $908.55 per unit under Supplemental Deferred Compensation Plan
Units contributed for no consideration 9 units Contributed to CEO’s account pursuant to Plan 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..."
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 9 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan")..."
unitized company stock fund financial
"phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash..."
unfunded financial
"phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash..."

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FAQ

What did CAT CEO Joseph E. Creed report in this Form 4 filing?
Joseph E. Creed reported receiving 18 phantom stock units as part of deferred compensation. These units are tied to Caterpillar common stock value and increased his total phantom stock holdings to 11,001 units under the company’s non-qualified deferred compensation arrangements.

Are the Caterpillar (CAT) phantom stock units actual shares of common stock?
The phantom stock units are not actual shares; they are bookkeeping units economically equivalent to Caterpillar common stock. They represent interests in an unfunded unitized company stock fund comprised of stock and cash and are ultimately settled only in cash, not in actual shares.

How were the 18 Caterpillar phantom stock units allocated to the CEO?
Of the 18 phantom units, 9 were credited to the CEO’s Supplemental Deferred Compensation Plan account at $908.55 per unit, and 9 were contributed to his account for no consideration, all pursuant to the terms of Caterpillar’s deferred compensation plan.

When will the Caterpillar (CAT) phantom stock units be paid to the CEO?
The phantom stock units will be settled 100% in cash upon the CEO’s retirement or separation from service. Until that time, the number of units can change due to dividend adjustments and changes in the cash and stock mix of the unitized company stock fund.

Does this Form 4 show Caterpillar’s CEO buying or selling stock on the market?
No, the Form 4 reflects a grant of phantom stock units under a deferred compensation plan, not an open-market stock purchase or sale. The units are cash-settled and represent deferred compensation linked to Caterpillar’s stock performance over time.
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026		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)05/26/2026A18(2) (3) (3)Common Stock18$908.5511,001(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 9 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $908.55 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. Creed05/27/2026
** 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