Caterpillar exec granted phantom stock units

Kaiser Jason reported acquisition or exercise transactions in this Form 4 filing.

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Rhea-AI Filing Summary

Kaiser Jason reported acquisition or exercise transactions in this Form 4 filing.

Caterpillar Inc. Group President Jason Kaiser received an award of 5 Phantom Stock Units tied to Caterpillar common stock. The units were valued at $997.47 per unit under the company’s non-qualified deferred compensation plan, bringing his total phantom stock units to 5,831. These units are economic equivalents of shares but will be settled 100% in cash upon his retirement or separation from service, so they do not involve open-market buying or selling of stock.

Insider Trade Summary

Grant/Award: 5 shares

Grant/Award 1 txn

Insider Kaiser Jason

Role Group President

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	5	$997.47	$5K

Holdings After Transaction: Phantom Stock Units — 5,831 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 3 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $997.47 and 2 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 units granted: 5 units Unit valuation: $997.47 per unit Total phantom units after award: 5,831 units +2 more

5 metrics

Phantom units granted 5 units Award of Phantom Stock Units on June 26, 2026

Unit valuation $997.47 per unit Price per share for 3 units credited under Supplemental Deferred Compensation Plan

Total phantom units after award 5,831 units Holdings following the reported transaction

Credited units 3 units at $997.47 Credited to Kaiser’s account under the Supplemental Deferred Compensation Plan

Contributed units 2 units Contributed to Kaiser’s account under the Plan for no consideration

Key Terms

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

4 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 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.

Supplemental Deferred Compensation Plan financial

"This total includes 3 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan")..."

unfunded unitized company stock fund financial

"Moreover, phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash..."

FAQ

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

What insider transaction did Caterpillar (CAT) report for Jason Kaiser?

Caterpillar reported that Group President Jason Kaiser received an award of 5 Phantom Stock Units. These units track the value of Caterpillar common stock and are part of a deferred compensation plan rather than an open-market stock purchase or sale.

How many phantom stock units does Jason Kaiser hold after this Form 4?

After the reported award, Jason Kaiser holds a total of 5,831 Phantom Stock Units. This figure includes the 5 newly awarded units and prior accrued units within Caterpillar’s non-qualified deferred compensation and related supplemental plans.

What is the value per unit of Jason Kaiser’s new Caterpillar phantom stock award?

Three of the 5 Phantom Stock Units were credited at a price of $997.47 per unit. The remaining two units were contributed under the Supplemental Deferred Compensation Plan for no consideration, reflecting plan mechanics rather than an open-market transaction price.

How and when will Caterpillar’s phantom stock units be settled for Jason Kaiser?

Kaiser’s Phantom Stock Units are scheduled to be settled 100% in cash upon his retirement or separation from service. They are designed to mirror the economic value of Caterpillar common stock without granting current ownership or voting rights in actual shares.

Do Jason Kaiser’s phantom stock units at Caterpillar pay dividends?

The phantom stock units include adjustments for dividends accrued within an unfunded unitized company stock fund. Because the fund holds both stock and cash, the exact number of units can change over time as the mix between cash and stock in the fund shifts.

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

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Accepted by SEC EDGAR 06/29/2026 - 03:52 PM EDT

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^*

Kaiser Jason

(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)
	Group President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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⁾	06/26/2026		A		5⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	5	$997.47	5,831⁽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 3 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $997.47 and 2 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 Jason E. Kaiser	06/29/2026
	** 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