Caterpillar director Good acquires 30 stock-linked units

The phantom stock units are held under Caterpillar's Directors' Deferred Compensation Plan and are settled in cash upon retirement or separation from service.

Rhea-AI Filing Summary

Caterpillar Inc. director Lynn J. Good acquired 30 phantom stock units on September 30, 2026, in lieu of director cash compensation. Each unit is generally the economic equivalent of one Caterpillar common share; the reported price was $821.0100 per unit, and her resulting balance was 30 units. The units are to be settled 100% in cash upon her retirement or separation from service.

Insider Trade Summary

Grant/Award: 30 shares

Grant/Award 1 txn

Insider GOOD LYNN J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F1, F2, F3	30	$821.01	$25K

Holdings After Transaction: Phantom Stock Units — 30 contracts (Direct)

Footnotes (3)

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. Phantom stock units awarded or acquired in lieu of director cash compensation.
3. F3. The phantom stock units were acquired under the Caterpillar Inc. Directors' Deferred Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.

Key Figures

Phantom stock units acquired: 30 units Reported price: $821.0100 per phantom stock unit Common stock equivalent: 1 common share per phantom stock unit +1 more

4 metrics

Phantom stock units acquired 30 units September 30, 2026

Reported price $821.0100 per phantom stock unit September 30, 2026

Common stock equivalent 1 common share per phantom stock unit Each unit is generally the economic equivalent of one Caterpillar common share

Resulting phantom stock unit balance 30 units Following the reported acquisition

Key Terms

Phantom Stock Units, non-qualified deferred compensation plan, Directors' Deferred Compensation Plan

3 terms

Phantom Stock Units financial

"Each phantom stock unit ... economic equivalent of one share"

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"

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.

Directors' Deferred Compensation Plan financial

"under the Caterpillar Inc. Directors' Deferred Compensation Plan"

FAQ

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

How many CAT phantom stock units did director Lynn J. Good acquire?

Lynn J. Good acquired 30 phantom stock units on September 30, 2026, in lieu of director cash compensation. Each unit is generally the economic equivalent of one Caterpillar common share.

How are Lynn J. Good's CAT phantom stock units settled?

The phantom stock units are to be settled 100% in cash upon her retirement or separation from service under the Caterpillar Inc. Directors' Deferred Compensation Plan.

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

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Available on EDGAR 10/01/2026 - 05:15 PM Accepted by SEC EDGAR 10/01/2026 - 05:15 PM Learn about SEC filing dates

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^*

GOOD LYNN J

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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)
			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)	09/30/2026		A		30(2)		(3)	(3)	Common Stock	30	$821.01	30	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. Phantom stock units awarded or acquired in lieu of director cash compensation.

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

	/s/ Nicole M. Puza, POA for Lynn J. Good	10/01/2026
	** 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)