Caterpillar CFO acquires 18 share-linked units

Q: How were Kyle Joseph Epley's 11 phantom stock units credited?

The 11-unit entry includes 6 units credited to his account under the Supplemental Deferred Compensation Plan as a result of excess contributions at $821.58 per share, and 5 units contributed under the plan's terms for no consideration.

The phantom units generally track one Caterpillar common share each and are settled entirely in cash at retirement or separation from service.

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Form Type

Rhea-AI Filing Summary

Caterpillar Inc. Chief Financial Officer Kyle Joseph Epley acquired Phantom Stock Units in two award entries on September 25, 2026: 11 units and 7 units. The 11-unit entry includes 6 units credited at $821.58 per share and 5 contributed for no consideration; the separate 7-unit entry is reported at $821.58 per share. Each unit is generally the economic equivalent of one common share, and the units are settled 100% in cash upon retirement or separation from service. The reported unit count includes accrued-dividend adjustments and may change with the stock-and-cash proportions of the unfunded fund.

Insider Trade Summary

Grant/Award: 18 shares

Grant/Award 2 txns

Insider Epley Kyle Joseph

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units ^{F1, F2, F3, F4}	11	$821.58	$9K
Grant/Award	Phantom Stock Units ^{F1, F3, F4}	7	$821.58	$6K

Holdings After Transaction: Phantom Stock Units — 5,846 contracts (Direct)

Footnotes (4)

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.
F2. This total includes 6 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") as a result of excess contributions at a price per share of $821.58 and 5 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.
F3. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.
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: 11 units Phantom Stock Units: 7 units Price per share: $821.58 per share +3 more

6 metrics

Phantom Stock Units 11 units September 25, 2026 entry; includes 6 units credited at $821.58 per share and 5 for no consideration.

Phantom Stock Units 7 units September 25, 2026 entry, reported at $821.58 per share.

Price per share $821.58 per share Reported for the 7-unit entry and for 6 units within the 11-unit entry.

Phantom Stock Units credited at the reported price 6 units Credited as a result of excess contributions under the Supplemental Deferred Compensation Plan.

Phantom Stock Units contributed for no consideration 5 units Included in the 11-unit entry under the Supplemental Deferred Compensation Plan.

Cash settlement 100% Upon Kyle Joseph Epley's retirement or separation from service.

Key Terms

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

4 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.

Supplemental Deferred Compensation Plan financial

"credited to the reporting person's account under the Supplemental Deferred Compensation Plan"

unfunded unitized company stock fund financial

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

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.

FAQ

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

What did CAT CFO Kyle Joseph Epley acquire?

Kyle Joseph Epley acquired Phantom Stock Units in two award entries on September 25, 2026: 11 units and 7 units. Each unit is generally the economic equivalent of one share of Caterpillar Inc. common stock.

How were Kyle Joseph Epley's 11 phantom stock units credited?

The 11-unit entry includes 6 units credited to his account under the Supplemental Deferred Compensation Plan as a result of excess contributions at $821.58 per share, and 5 units contributed under the plan's terms for no consideration.

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

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Available on EDGAR 09/28/2026 - 03:01 PM Accepted by SEC EDGAR 09/28/2026 - 03:00 PM

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^*

Epley Kyle Joseph

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	09/25/2026		A		11⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	11	$821.58	5,839⁽⁴⁾	D
Phantom Stock Units	⁽¹⁾	09/25/2026		A		7		⁽³⁾	⁽³⁾	Common Stock	7	$821.58	5,846⁽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 6 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") as a result of excess contributions at a price per share of $821.58 and 5 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 Kyle J. Epley	09/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR