CAT Form 4 reports intra‑plan transfer of phantom stock units

Rhea-AI Filing Summary

Caterpillar Inc. (CAT) filed a Form 4 reporting an intra‑plan transfer by Group President Denise C. Johnson on 11/12/2025. The transaction, coded “J,” involved phantom stock units in the company’s non‑qualified deferred compensation plan, which are generally the economic equivalent of one share of Caterpillar common stock and are settled 100% in cash upon retirement or separation.

Following the reported transaction, Johnson beneficially owned 10,752 phantom stock units. The filing lists an amount of 10,944 underlying shares and a stated price of $573.02 per derivative security. Units may adjust over time for accrued dividends and the fund’s cash/stock mix.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Johnson Denise C

Role Group President

Type	Security	Shares	Price	Value
Other	Phantom Stock Units	10,944	$573.02	$6.27M

Holdings After Transaction: Phantom Stock Units — 10,752 shares (Direct)

Footnotes (1)

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. Intra-plan transfer pursuant to the employee's Supplemental Deferred Compensation Plan ("the Plan"). The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service. 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Johnson Denise C

(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)
11/12/2025

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)	11/12/2025		J			10,944(2)	(3)	(3)	Common Stock	10,944	$573.02	10,752(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. Intra-plan transfer pursuant to the employee's Supplemental Deferred Compensation Plan ("the Plan").

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 Denise C. Johnson	11/14/2025
	** 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 Caterpillar (CAT) disclose in this Form 4?

An officer reported a code “J” intra‑plan transfer of phantom stock units on 11/12/2025 under a deferred compensation plan.

How many phantom stock units does the reporting person hold after the transaction?

The filing states 10,752 phantom stock units were beneficially owned following the transaction.

What are phantom stock units in this context?

They are generally the economic equivalent of one share of Caterpillar common stock and are cash‑settled at retirement or separation.

Was this an open‑market trade?

No. The transaction was a code “J” intra‑plan transfer under the Supplemental Deferred Compensation Plan.

What price is noted in the filing?

The filing lists a $573.02 price per derivative security.

Why can the number of phantom units change over time?

Units can change due to dividend adjustments and the unitized fund’s cash/stock mix.