[Form 4] CATERPILLAR INC Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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
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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^*

Johnson Denise C

(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)
	Group President

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		21(2)		(3)	(3)	Common Stock	21	$465.76	21,762(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 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.

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 Denise C. Johnson	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.
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FAQ

What did Denise C. Johnson report on Form 4 for CAT?

The filing reports receipt of 21 phantom stock units under Caterpillars deferred compensation plan, dated 09/26/2025, increasing her beneficial ownership to 21,762 phantom units.

Are the phantom stock units actual common shares of CAT?

No. The document states each phantom unit is the economic equivalent of one share and is held in an unfunded unitized stock fund; units are settled 100% in cash upon retirement or separation.

What valuation was used to credit the phantom units?

$465.76 per share was the price referenced for the 11 units credited to the reporting person's account; 10 additional units were contributed for no consideration.

Does this Form 4 indicate issuance of new CAT shares or share dilution?

No. The filing describes phantom units in an unfunded fund payable in cash, so it does not show issuance of common shares or immediate dilution.

When will the phantom units be paid out?

The filing specifies the phantom stock units are to be settled in cash upon the reporting person's retirement or separation from service.