Caterpillar (NYSE: CAT) officer adds 13 phantom stock units in Form 4 filing

Rhea-AI Filing Summary

Caterpillar Inc. officer Jason E. Kaiser, a Group President, reported a deferred compensation transaction involving phantom stock units tied to Caterpillar common stock. On 11/26/2025, he acquired 13 phantom stock units under the company’s non-qualified deferred compensation plan, at a referenced price of $573.73 per share for 7 of those units, with 6 additional units contributed for no consideration under plan terms. Each phantom unit is generally the economic equivalent of one share of Caterpillar common stock but will be settled 100% in cash upon his retirement or separation from service. Following this transaction, Kaiser beneficially owned 5,132 phantom stock units, which are held in an unfunded unitized company stock fund where the number of units can change over time due to dividends and shifts between stock and cash in the 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

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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^*

Kaiser Jason

(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)
11/26/2025

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)	11/26/2025		A		13(2)		(3)	(3)	Common Stock	13	$573.73	5,132(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 7 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $573.73 and 6 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 Jason E. Kaiser	12/01/2025
	** 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 Jason E. Kaiser?

Caterpillar reported that Jason E. Kaiser, a Group President, acquired 13 phantom stock units tied to Caterpillar common stock on 11/26/2025 under a non-qualified deferred compensation plan.

How many Caterpillar phantom stock units does Jason E. Kaiser now hold?

After the reported transaction, Jason E. Kaiser beneficially owned 5,132 phantom stock units linked to Caterpillar Inc. common stock.

What are Caterpillar phantom stock units in this Form 4 for CAT?

The filing states that each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock but represents an interest in an unfunded unitized company stock fund rather than actual shares.

At what price were Caterpillar phantom stock units credited in this Form 4?

The disclosure notes that 7 phantom stock units were credited to the reporting person’s account at a price per share of $573.73, and 6 additional units were contributed for no consideration under the plan.

When will Jason E. Kaiser receive cash for these Caterpillar phantom stock units?

The phantom stock units reported are to be settled 100% in cash upon retirement or separation from service of the reporting person.

Why can the number of Caterpillar phantom stock units change over time?

The filing explains that the units represent interests in an unfunded unitized company stock fund composed of stock and cash, so the number of phantom units may change due to dividend adjustments and shifts in the percentages of stock and cash in the fund.