[Form 4] CATERPILLAR INC Insider Trading Activity

Rhea-AI Filing Summary

Joseph E. Creed, Chief Executive Officer of Caterpillar Inc. (CAT), was credited with 32 phantom stock units on 09/26/2025 under the company's non-qualified deferred compensation plan. The filing states 16 of the units were purchased at a price of $465.76 per share and 16 were contributed for no consideration. Following the transaction the reporting person is deemed to beneficially own 10,553 phantom stock units. The units represent economic equivalents of common stock, accrue dividends, are held in an unfunded unitized stock fund that can vary between cash and stock, and will be settled 100% in cash upon retirement or separation from service.

Positive

• 32 phantom stock units credited to CEO Joseph E. Creed on 09/26/2025, increasing deemed holdings to 10,553 units
• 16 units purchased at a disclosed price of $465.76 per share, showing explicit pricing in the filing
• 16 units contributed for no consideration under the Supplemental Deferred Compensation Plan, indicating company-supported compensation

Negative

• Units settle 100% in cash upon retirement or separation, so they do not confer direct voting rights or actual common stock ownership
• Units are held in an unfunded unitized fund whose mix of cash and stock can change the number of phantom units deemed owned over time

Insights

Financial Analyst

TL;DR: CEO received 32 phantom units, modest change to economic exposure; settlement is cash-only at exit.

The transaction increases the reporting person's economic exposure to Caterpillar by 32 phantom stock units, bringing the total deemed ownership to 10,553 units. Sixteen units were purchased at $465.76 each, while 16 were granted without consideration, indicating routine deferred compensation activity rather than an open-market equity purchase. Because these units are settled 100% in cash and held in an unfunded unitized fund that mixes cash and stock, they do not represent voting common shares and their economic value will fluctuate with the fund composition and accrued dividends.

Corporate Governance Expert

TL;DR: Disclosure is standard for executive deferred compensation; provides transparency on non-equity economic awards.

The Form 4 properly discloses insider changes in beneficial ownership of phantom stock units for the CEO. Key governance points: the units are non-qualified deferred compensation, include credited dividend adjustments, and vest to cash settlement upon termination or retirement. The cash-only settlement means these instruments do not increase direct share voting power, but they do tie executive compensation to company stock performance economically. The filing appears complete and signed by a POA on 09/29/2025.

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).

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)
09/26/2025

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)	09/26/2025		A		32(2)		(3)	(3)	Common Stock	32	$465.76	10,553(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 16 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $465.76 and 16 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	09/29/2025
	** 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.

FAQ

What transaction did Joseph E. Creed report on Form 4 for CAT?

He was credited with 32 phantom stock units on 09/26/2025 under Caterpillar's non-qualified deferred compensation plan.

How many of the phantom units were purchased and at what price?

16 units were purchased at $465.76 per share; the other 16 were contributed for no consideration.

How many phantom stock units does the reporting person beneficially own after the transaction?

10,553 phantom stock units are reported as beneficially owned following the transaction.

Will the phantom stock units convert into common stock?

No; the units are to be settled 100% in cash upon the reporting person's retirement or separation from service.

Do the phantom units carry dividend or fund adjustments?

Yes; the filing states dividends are accrued and the units represent interests in an unfunded unitized stock fund, so the deemed unit count may change.