Caterpillar (NYSE: CAT) CEO granted 428 cash-settled phantom units

Rhea-AI Filing Summary

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

Caterpillar Inc. reported a compensation-related transaction for Chief Executive Officer Joseph E. Creed. He received a grant of 428 phantom stock units under a non-qualified deferred compensation plan, each generally equivalent in value to one share of Caterpillar common stock.

The award combined 214 units credited at a price of $693.99 per unit and 214 units contributed under the plan for no consideration. These phantom units are cash-settled upon retirement or separation and now total 11,433 units in his account, reflecting deferred, cash-based incentive compensation rather than open-market trading.

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

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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^*

Creed Joseph E

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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)	03/13/2026		A		428(2)		(3)	(3)	Common Stock	428	$693.99	11,433(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 214 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $693.99 and 214 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 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. Creed	03/16/2026
	** 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).
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FAQ

What insider transaction did Caterpillar (CAT) report for its CEO?

Caterpillar reported a compensation-related grant to CEO Joseph E. Creed of 428 phantom stock units tied to company stock value. The units were added to his deferred compensation account and are designed to track Caterpillar’s share price performance over time as cash-settled incentives.

How many phantom stock units does the Caterpillar CEO hold after this Form 4?

After the latest award, CEO Joseph E. Creed holds 11,433 phantom stock units in his deferred compensation account. These units mirror the value of Caterpillar common shares and accumulate over time as part of long-term incentive and retirement-focused compensation programs rather than regular share ownership.

Are Caterpillar CEO Joseph E. Creed’s phantom stock units actual CAT shares?

The phantom stock units are not actual Caterpillar shares. They are bookkeeping units whose value generally equals one share of Caterpillar common stock each. They track share performance but are ultimately settled 100% in cash at retirement or separation, not delivered as stock.

How was the 428-unit Caterpillar phantom stock grant to the CEO structured?

The 428-unit award included 214 units credited at a price of $693.99 per unit and 214 additional units contributed for no consideration, all under Caterpillar’s Supplemental Deferred Compensation Plan. The position also reflects accrued dividends and can fluctuate with the plan’s stock-and-cash fund mix.

When will Caterpillar’s phantom stock units be paid to the CEO?

The phantom stock units granted to CEO Joseph E. Creed are to be settled entirely in cash upon his retirement or separation from service. Until then, the units remain in an unfunded, unitized company stock fund, changing value with Caterpillar’s share price and accrued dividends.

Do Caterpillar phantom stock units for the CEO include dividend accruals?

Yes. The phantom stock units include dividends accrued within an unfunded, unitized company stock fund that holds stock and cash. As the mix of stock and cash in that fund changes over time, the number of phantom units attributed to the CEO’s account can also change accordingly.