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Caterpillar Inc. (NYSE: CAT) CEO gets 18 phantom stock units in cash-settled plan

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

Rhea-AI Filing Summary

Creed Joseph E reported acquisition or exercise transactions in this Form 4 filing.

Caterpillar Inc. chief executive officer Joseph E. Creed received an award of 18 phantom stock units under a supplemental deferred compensation plan, with 9 units credited at an attributed price of $888.73 per unit and 9 units contributed for no consideration.

Following this grant, he is credited with a total of 11,483 phantom stock units, each generally economically equivalent to one share of Caterpillar common stock and payable 100% in cash upon retirement or separation from service.

Positive

  • None.

Negative

  • None.
Insider Creed Joseph E
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2, F3, F4 18 $888.73 $16K
Holdings After Transaction: Phantom Stock Units — 11,483 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 9 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $888.73 and 9 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 granted 18 units Grant to CEO Joseph E. Creed on 2026-07-24
Price per credited phantom unit $888.73 Applied to 9 phantom stock units credited under the Supplemental Deferred Compensation Plan
Phantom stock units contributed 9 units Units contributed to the CEO’s account for no consideration under the Plan
Total phantom stock units after grant 11,483 units Total phantom stock units credited to Joseph E. Creed following the reported award
Cash settlement portion 100% cash Phantom stock units to be settled entirely in cash at retirement or separation from service
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 comprised of stock and cash"

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FAQ

What did Caterpillar (CAT) CEO Joseph E. Creed report in this Form 4?
Joseph E. Creed reported an award of 18 phantom stock units under a supplemental deferred compensation plan, increasing his credited balance to 11,483 phantom stock units. These units track Caterpillar common stock value and are settled entirely in cash at retirement or separation.

How many phantom stock units does the Caterpillar (CAT) CEO now hold?
After this transaction, Joseph E. Creed is credited with 11,483 phantom stock units. Each unit is generally the economic equivalent of one share of Caterpillar common stock and will be paid out 100% in cash upon retirement or separation from service.

What price is associated with the new Caterpillar (CAT) phantom stock units?
Of the 18 new phantom stock units, 9 units were credited at a price of $888.73 per unit, while another 9 units were contributed to Joseph E. Creed’s account for no consideration, all under the company’s supplemental deferred compensation plan.

How and when will Caterpillar (CAT) CEO’s phantom stock units be settled?
The phantom stock units will be settled 100% in cash upon Joseph E. Creed’s retirement or separation from service. They are not settled in shares but in cash amounts linked to the value of Caterpillar common stock at the time of distribution.

What are phantom stock units in Caterpillar (CAT)’s deferred compensation plan?
Phantom stock units are generally the economic equivalent of one share of Caterpillar common stock. They represent interests in an unfunded unitized company stock fund of stock and cash, so the number of units can change as dividends accrue and the fund’s stock-cash mix shifts.

Does this Caterpillar (CAT) filing show open-market stock purchases or sales by the CEO?
No. The reported activity is a grant of phantom stock units under a supplemental deferred compensation plan, coded as an acquisition award. It does not report open-market purchases or sales of Caterpillar common stock by Joseph E. Creed.
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*
Creed Joseph E
(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 Executive 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)07/24/2026A18(2) (3) (3)Common Stock18$888.7311,483(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 9 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $888.73 and 9 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. Creed07/27/2026
** 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