Caterpillar (NYSE: CAT) director adds phantom stock units in Form 4

Rhea-AI Filing Summary

Caterpillar Inc. director David W. MacLennan reported a new grant of derivative securities tied to the company’s common stock. On 12/31/2025, he acquired 30 phantom stock units under a director compensation arrangement at a price of $575.49 per unit, bringing his total holdings of these derivative securities to 419 units.

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock and was awarded or acquired in lieu of director cash compensation. The units were acquired under the Caterpillar Inc. Director's Deferred Compensation Plan and are to be settled 100% in cash upon his retirement or separation from service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MacLennan David

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	30	$575.49	$17K

Holdings After Transaction: Phantom Stock Units — 419 shares (Direct)

Footnotes (1)

1. Each phantom stock unit under the company's non-qualified deferred compensation plans as reported is generally the economic equivalent of one share of Caterpillar Inc. common stock. Phantom stock units awarded or acquired in lieu of director cash compensation. The phantom stock units were acquired under the Caterpillar Inc. Director's Deferred Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.

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^*

MacLennan David

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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)	12/31/2025		A		30(2)		(3)	(3)	Common Stock	30	$575.49	419	D

Explanation of Responses:

1. Each phantom stock unit under the company's non-qualified deferred compensation plans as reported is generally the economic equivalent of one share of Caterpillar Inc. common stock.

2. Phantom stock units awarded or acquired in lieu of director cash compensation.

3. The phantom stock units were acquired under the Caterpillar Inc. Director's Deferred Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.

	/s/ Nicole Puza, POA for David W. MacLennan	01/05/2026
	** 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.

FAQ

What insider transaction did Caterpillar (CAT) disclose for 12/31/2025?

Caterpillar disclosed that director David W. MacLennan acquired 30 phantom stock units on 12/31/2025 under a director compensation arrangement.

What are the phantom stock units reported by Caterpillar (CAT) director David W. MacLennan?

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar Inc. common stock, awarded under the company’s non-qualified deferred compensation plans.

How many Caterpillar phantom stock units does the director hold after this transaction?

Following the reported transaction, director David W. MacLennan beneficially owns 419 phantom stock units tied to Caterpillar Inc. common stock.

At what price were the Caterpillar phantom stock units acquired in this Form 4 filing?

The 30 phantom stock units were acquired at a price of $575.49 per unit, as disclosed in the derivative securities table.

How and when will Caterpillar (CAT) phantom stock units be settled for this director?

The phantom stock units were acquired under the Caterpillar Inc. Director's Deferred Compensation Plan and are to be settled 100% in cash upon the director’s retirement or separation from service.

Why did the Caterpillar director receive phantom stock units instead of cash?

The filing states that the phantom stock units were awarded or acquired in lieu of director cash compensation under the company’s deferred compensation arrangements.