Caterpillar (CAT) CEO granted phantom stock units under deferred comp plans

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

Caterpillar Inc. Chief Executive Officer Joseph E. Creed reported a compensation-related grant of 16 Phantom Stock Units tied to Caterpillar common stock. Each unit is generally the economic equivalent of one share and is held under non-qualified deferred compensation plans, bringing his total reported phantom units to 12,028. Eight units were credited to his account at a price of $997.47 per unit and eight units were contributed for no consideration. These phantom stock units will be settled 100% in cash upon his retirement or separation from service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Creed Joseph E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	16	$997.47	$16K

Holdings After Transaction: Phantom Stock Units — 12,028 shares (Direct, null)

Footnotes (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. This total includes 8 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $997.47 and 8 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration. 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.

Key Figures

Phantom stock units granted: 16 units Price per credited unit: $997.47 per unit Total phantom units after grant: 12,028 units +2 more

5 metrics

Phantom stock units granted 16 units Grant/award acquisition on 2026-06-26

Price per credited unit $997.47 per unit 8 units credited under Supplemental Deferred Compensation Plan

Total phantom units after grant 12,028 units Holdings following the reported transaction

Units credited at plan price 8 units Credited at $997.47 under Supplemental Deferred Compensation Plan

Units contributed for no consideration 8 units Contributed pursuant to terms of the Supplemental Deferred Compensation Plan

Key Terms

Phantom Stock Units, non-qualified deferred compensation plan, Supplemental Deferred Compensation Plan, unfunded unitized company stock fund

4 terms

Phantom Stock Units financial

"Each phantom stock unit under the company's non-qualified deferred compensation plan..."

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

"Each phantom stock unit 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.

Supplemental Deferred Compensation Plan financial

"This total includes 8 shares that were credited... under the Supplemental Deferred Compensation Plan..."

unfunded unitized company stock fund financial

"phantom stock units represent interests in an unfunded unitized company stock fund..."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 03:50 PM Accepted by SEC EDGAR 06/29/2026 - 03:50 PM

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^*

Creed Joseph E

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	06/26/2026		A		16⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	16	$997.47	12,028⁽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 8 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $997.47 and 8 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 Joseph E. Creed	06/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Caterpillar (CAT) report for CEO Joseph E. Creed?

Caterpillar reported that CEO Joseph E. Creed received a grant of 16 Phantom Stock Units. These units are part of non-qualified deferred compensation plans and increase his total phantom stock holdings to 12,028 units, all economically tied to Caterpillar common stock.

How many Phantom Stock Units does the Caterpillar (CAT) CEO now hold?

After the reported transaction, CEO Joseph E. Creed holds 12,028 Phantom Stock Units. Each unit is generally the economic equivalent of one share of Caterpillar common stock and will be settled entirely in cash at retirement or separation from service.

What was the price used for the new Caterpillar (CAT) Phantom Stock Units?

For this grant, 8 Phantom Stock Units were credited at a price of $997.47 per unit. An additional 8 units were contributed to CEO Joseph E. Creed’s account under the plan for no consideration, according to the disclosed footnotes.

How will Caterpillar (CAT) Phantom Stock Units be settled for the CEO?

The Phantom Stock Units will be settled 100% in cash when CEO Joseph E. Creed retires or separates from service. They track the value of Caterpillar common stock but do not represent actual shares and form part of deferred compensation arrangements.

What plans govern the Caterpillar (CAT) CEO’s Phantom Stock Units?

The units are held under Caterpillar’s non-qualified deferred compensation plan and the Supplemental Deferred Compensation Plan. These plans credit and contribute phantom stock units that mirror Caterpillar stock performance but are ultimately paid out in cash rather than shares.