CAT insider filing: Denise Johnson receives 21 phantom units at $465.76
Rhea-AI Filing Summary
Denise C. Johnson, Group President and officer of Caterpillar Inc. (CAT), reported a transaction dated 09/26/2025 involving 21 phantom stock units under the companys non-qualified deferred compensation plan. The filing states 11 of those units were credited at a price of $465.76 per share and 10 units were contributed for no consideration. The phantom units are economic equivalents of common stock, are held in an unfunded unitized stock fund (mix of stock and cash) that can change in number due to dividend adjustments, and are payable 100% in cash upon retirement or separation. The report shows the reporting person beneficially owns 21,762 phantom stock units following the transaction. The Form 4 was signed by a power of attorney on 09/29/2025.
Positive
- Crediting of phantom units (21 units) indicates continued use of deferred-compensation aligning executive pay with company performance
- 11 units credited at $465.76 demonstrates explicit valuation used for the plan
- 10 units contributed for no consideration reflects a non-cash plan benefit
- Units settle 100% in cash, avoiding immediate share issuance or dilution
Negative
- None.
Insights
TL;DR: Routine executive deferred-compensation credit; not a cash sale and not dilutionary to shareholders.
The transaction reflects an internal crediting of phantom stock units to an executives deferred compensation account rather than an open-market purchase or sale of common shares. Because the units are settled in cash on separation and represent interests in an unfunded unitized fund, there is no immediate issuance of shares or dilution. The reported per-share reference of $465.76 is the valuation used to credit 11 of the 21 units; 10 units were contributed for no consideration. The filing is a routine compensation accounting entry and has limited near-term impact on the companys share count or cash until settlement events occur.
TL;DR: Standard insider disclosure of deferred-compensation credits; highlights plan design that pays in cash at separation.
The Form 4 discloses compliance with Section 16 reporting for an officer receiving phantom stock units under the Supplemental Deferred Compensation Plan. Key governance details: units are economic equivalents of common stock, reside in an unfunded unitized stock fund (subject to cash/stock mix and dividend adjustments), and will be settled 100% in cash upon retirement or separation. The disclosure is transparent about valuation and contribution mechanics and was timely executed by a POA. This is a routine administrative disclosure without indications of related-party transactions or irregular governance practices in the filing itself.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock Units | 21 | $465.76 | $10K |
Footnotes (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. This total includes 11 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 10 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service. 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.
