[Form 4] CATERPILLAR INC Insider Trading Activity

Rhea-AI Filing Summary

Reporting person: Jason Kaiser, Group President of Caterpillar Inc. This Form 4 shows a non-derivative/derivative reporting of phantom stock units under the companys non-qualified deferred compensation plans. On 09/26/2025 the reporting person was credited with 16 phantom stock units, treated as the economic equivalent of 16 shares of Caterpillar common stock at a stated price of $465.76 per share. The filing explains 8 of the units were credited at that price and 8 were contributed for no consideration. The phantom units will be settled 100% in cash upon retirement or separation and include dividend accrual adjustments, with the unit count varying with the funds cash/stock composition.

Positive

• 16 phantom stock units credited to the reporting person, including 8 contributed for no consideration, demonstrating deferred compensation benefits
• Cash settlement upon retirement or separation avoids dilution of outstanding common shares

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine deferred compensation credit to a senior officer; settlement is cash-based and does not change outstanding shares.

This Form 4 documents a standard credit of 16 phantom stock units to the Group President under Caterpillars deferred compensation arrangements. Because the units are phantom (paid in cash) and represent economic equivalents rather than issued shares, the transaction does not dilute equity or alter the companys share count. The disclosure clarifies mix of contributions and price attribution and notes dividend accrual adjustments, which is consistent with unitized fund structures used for deferred comp.

Compensation / Risk Analyst

TL;DR: Compensation credit reflects routine plan mechanics; payout exposure is cash-based and tied to a unitized stock fund.

The 16 phantom stock units (8 valued at $465.76 and 8 contributed for no consideration) indicate typical plan credits and employer contributions. Payouts settle 100% in cash upon separation, exposing Caterpillar to cash payout obligations rather than share issuance. The filing notes dividend accruals and potential variability in unit counts due to the funds stock/cash mix, which introduces modest payout variability and actuarial accounting considerations but appears immaterial on its face.

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^*

Kaiser Jason

(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		16(2)		(3)	(3)	Common Stock	16	$465.76	5,156(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 8 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 8 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	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 did Jason Kaiser report on the Form 4 for CAT?

He reported receipt of 16 phantom stock units under Caterpillars deferred compensation plans on 09/26/2025.

How were the 16 phantom stock units allocated?

The filing states 8 units were credited at a price of $465.76 per share and 8 units were contributed to the account for no consideration.

Will these phantom units be settled in stock or cash?

The phantom stock units are to be settled 100% in cash upon the reporting persons retirement or separation from service.

Do the phantom stock units change Caterpillar's outstanding shares?

No. The units are economic equivalents paid in cash and therefore do not cause share issuance or dilution.

Why might the number of phantom stock units change over time?

The units represent interests in an unfunded unitized stock fund of stock and cash, so the number can vary due to changes in the percentages of cash and stock in the fund and dividend accrual adjustments.