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Caterpillar Inc (NYSE: CAT) CFO adds 12 cash-settled phantom stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Caterpillar Inc. Chief Financial Officer Kyle Joseph Epley reported two compensation-related acquisitions totaling 12 phantom stock units on July 24, 2026 under company deferred compensation plans. Each unit is generally the economic equivalent of one share of Caterpillar common stock and will be settled 100% in cash upon his retirement or separation from service.

The first acquisition covered 5 phantom stock units, including 3 units credited from excess contributions at $888.73 per unit and 2 units contributed for no consideration, with adjustments for accrued dividends inside a unitized stock-and-cash fund. A separate acquisition added 7 phantom stock units on the same date.

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Insider Epley Kyle Joseph
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2, F3, F4 5 $888.73 $4K
Grant/Award Phantom Stock Units F1, F3 7 $888.73 $6K
Holdings After Transaction: Phantom Stock Units — 5,961 shares (Direct)
Footnotes (4)
  1. 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.
  2. F2. This total includes 3 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") as a result of excess contributions at a price per share of $888.73 and 2 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.
  3. F3. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.
  4. 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.
Phantom stock units acquired (transaction 1) 5.0000 units Compensation-related phantom stock unit acquisition on July 24, 2026
Excess-contribution phantom units 3.0000 units Credited under the Supplemental Deferred Compensation Plan at $888.73 per unit
Company-contributed phantom units 2.0000 units Contributed to the reporting person’s account for no consideration in transaction 1
Price per unit for excess contributions $888.73 per unit Applied to 3 phantom stock units credited as excess contributions in transaction 1
Phantom stock units acquired (transaction 2) 7.0000 units Additional phantom stock unit acquisition on July 24, 2026
Cash settlement portion 100% Phantom stock units to be settled entirely in cash at retirement or separation
Phantom Stock Units financial
"Each phantom stock unit under the company's non-qualified deferred compensation plan"
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
"under the company's non-qualified deferred compensation plan as reported"
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
"credited to the reporting person's account under the Supplemental Deferred Compensation Plan"
unitized company stock fund financial
"phantom stock units represent interests in an unfunded unitized company stock fund"

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FAQ

What insider transaction did Caterpillar (CAT) report for CFO Kyle Joseph Epley?
Caterpillar reported that CFO Kyle Joseph Epley acquired 12 phantom stock units on July 24, 2026 through two compensation-related transactions under company deferred compensation plans. These units are tied to Caterpillar common stock value and will be paid out entirely in cash at retirement or separation.

What are the phantom stock units reported for Caterpillar (CAT) CFO Epley?
The reported phantom stock units are rights whose value is generally the economic equivalent of one share of Caterpillar common stock. They are held within the company’s non-qualified deferred compensation structure and represent interests in a unitized stock-and-cash fund rather than actual shares of stock.

How were the 5 phantom stock units in the first Caterpillar (CAT) transaction structured?
In the first transaction, Epley’s account received 5 phantom stock units, including 3 units credited as excess contributions at $888.73 per unit and 2 units contributed under the Supplemental Deferred Compensation Plan for no consideration, with additional adjustments for accrued dividends in the unitized fund.

When will the Caterpillar (CAT) phantom stock units be settled for CFO Epley?
The phantom stock units are scheduled to be settled 100% in cash upon Kyle Joseph Epley’s retirement or separation from service. At that time, the cash payment will reflect the then-current value of the units, which track Caterpillar common stock within a unitized stock-and-cash fund.

Were Caterpillar (CAT) CFO Epley’s phantom stock unit acquisitions under a Rule 10b5-1 plan?
The disclosure does not indicate that these transactions were made under a Rule 10b5-1 trading plan. The checkbox used to affirm that trades are pursuant to such a pre-arranged plan is not marked, so the acquisitions appear as standard compensation-related entries in deferred compensation accounts.
SEC Form 4
FORM 4UNITED 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*
Epley Kyle Joseph
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)07/24/2026A5(2) (3) (3)Common Stock5$888.735,954(4)D
Phantom Stock Units(1)07/24/2026A7 (3) (3)Common Stock7$888.735,961D
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") as a result of excess contributions at a price per share of $888.73 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 Kyle J. Epley07/27/2026
** Signature of Reporting PersonDate
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