Caterpillar CFO granted 11 and 7 phantom units

Q: What insider transaction did CAT disclose for its CFO in this Form 4?

CAT disclosed that its Chief Financial Officer received two grants of phantom stock units on 2026-08-26, one for 11 units and another for 7 units, under the company’s deferred compensation plans.

Q: How are the CAT phantom stock units valued for the CFO’s Form 4 grants?

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock. For one grant, 6 units were credited at $821.93 per unit due to excess contributions, and 5 units were contributed for no consideration under plan terms.

Q: Does this CAT Form 4 involve open-market buying or selling of common stock?

No. The Form 4 reports phantom stock unit awards under non-qualified deferred compensation plans, not open-market purchases or sales of Caterpillar common stock, and they will be cash-settled in the future.

CATERPILLAR INC (CAT) reported that its Chief Financial Officer received grants of phantom stock units under company deferred compensation plans.

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Rhea-AI Filing Summary

CATERPILLAR INC (CAT) reported that its Chief Financial Officer received grants of phantom stock units under company deferred compensation plans. On 2026-08-26, the reporting person acquired 11 phantom stock units and a separate award of 7 phantom stock units, each economically equivalent to one share of Caterpillar common stock. Some units reflect excess contributions credited at $821.93 per unit and others were contributed under plan terms for no consideration. These phantom units are settled 100% in cash upon retirement or separation, and their deemed number may vary over time because they represent interests in a unitized company stock fund with both stock and cash.

Insider Trade Summary

Grant/Award: 18 shares

Grant/Award 2 txns

Insider Epley Kyle Joseph

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units ^{F1, F2, F3, F4}	11	$821.93	$9K
Grant/Award	Phantom Stock Units ^{F1, F3, F4}	7	$821.93	$6K

Holdings After Transaction: Phantom Stock Units — 5,869 contracts (Direct)

Footnotes (4)

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.
F2. This total includes 6 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 $821.93 and 5 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.
F3. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.
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.

Key Figures

Phantom stock units granted: 11.0000 units Additional phantom stock units granted: 7.0000 units Price per phantom stock unit for excess contributions: $821.93 per unit +2 more

5 metrics

Phantom stock units granted 11.0000 units Phantom stock units acquired on 2026-08-26 in one award

Additional phantom stock units granted 7.0000 units Phantom stock units acquired on 2026-08-26 in a separate award

Price per phantom stock unit for excess contributions $821.93 per unit 6 units credited under the Supplemental Deferred Compensation Plan

Settlement form 100% in cash Settlement of phantom stock units upon retirement or separation from service

Units contributed for no consideration 5 units Contributed to the reporting person’s account under plan terms

Key Terms

Phantom Stock Units, non-qualified deferred compensation plan, Supplemental Deferred Compensation Plan, unitized company stock fund

4 terms

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CAT disclose for its CFO in this Form 4?

CAT disclosed that its Chief Financial Officer received two grants of phantom stock units on 2026-08-26, one for 11 units and another for 7 units, under the company’s deferred compensation plans.

How are the CAT phantom stock units valued for the CFO’s Form 4 grants?

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock. For one grant, 6 units were credited at $821.93 per unit due to excess contributions, and 5 units were contributed for no consideration under plan terms.

When will the CAT phantom stock units be settled for the CFO?

The phantom stock units reported for CAT’s Chief Financial Officer are to be settled 100% in cash upon the reporting person’s retirement or separation from service, according to the plan terms.

Does this CAT Form 4 involve open-market buying or selling of common stock?

No. The Form 4 reports phantom stock unit awards under non-qualified deferred compensation plans, not open-market purchases or sales of Caterpillar common stock, and they will be cash-settled in the future.

Can the number of CAT phantom stock units reported for the CFO change over time?

Yes. The filing states the phantom stock units represent interests in an unfunded unitized company stock fund of stock and cash, so the deemed number of units may change as the mix of cash and stock in that fund changes and dividends accrue.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 03:48 PM EDT Accepted by SEC EDGAR 08/27/2026 - 03:47 PM EDT

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^*

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	08/26/2026		A		11⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	11	$821.93	5,862⁽⁴⁾	D
Phantom Stock Units	⁽¹⁾	08/26/2026		A		7		⁽³⁾	⁽³⁾	Common Stock	7	$821.93	5,869⁽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 6 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 $821.93 and 5 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. Epley	08/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR