Caterpillar (NYSE: CAT) CEO reports new phantom stock unit award

Rhea-AI Filing Summary

Caterpillar Inc. Chief Executive Officer Joseph E. Creed reported a Form 4 transaction involving phantom stock units under the company’s non-qualified deferred compensation plan. On 12/26/2025, he acquired 26 phantom stock units, each generally the economic equivalent of one share of Caterpillar common stock. This total includes 13 units credited at a price of $583.00 per unit and 13 units contributed to his account for no consideration under the plan’s terms.

After this transaction, Creed beneficially holds 10,699 phantom stock units in the plan. These units are designed to be settled 100% in cash upon his retirement or separation from service. The number of units can change over time due to dividend adjustments and changes in the mix of stock and cash in the underlying unitized company stock fund.

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).

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^*

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)
12/26/2025

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)	12/26/2025		A		26(2)		(3)	(3)	Common Stock	26	$583	10,699(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 13 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $583.00 and 13 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	12/29/2025
	** 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 insider transaction did Caterpillar (CAT) report for its CEO on 12/26/2025?

Caterpillar reported that Chief Executive Officer Joseph E. Creed acquired 26 phantom stock units under the company’s non-qualified deferred compensation plan on 12/26/2025.

How many Caterpillar (CAT) phantom stock units does the CEO hold after this transaction?

Following the reported transaction, Joseph E. Creed beneficially owns 10,699 phantom stock units under Caterpillar’s non-qualified deferred compensation plan.

What is the value basis for the newly credited Caterpillar (CAT) phantom stock units?

Of the 26 phantom stock units, 13 units were credited to the CEO’s account at a price of $583.00 per unit under the Supplemental Deferred Compensation Plan.

Did the Caterpillar (CAT) CEO pay for all of the new phantom stock units?

No. 13 phantom stock units were credited at $583.00 per unit, while another 13 units were contributed to his account under the plan for no consideration.

How and when are Caterpillar (CAT) phantom stock units for the CEO settled?

The phantom stock units are to be settled for 100% in cash upon Joseph E. Creed’s retirement or separation from service, rather than in actual shares.

Can the number of Caterpillar (CAT) phantom stock units change over time?

Yes. The filing notes that the number of phantom stock units may change due to dividend accrual adjustments and changes in the mix of stock and cash in the unitized company stock fund.