[Form 4] Caterpillar Inc. Insider Trading Activity

Rhea-AI Filing Summary

Caterpillar Inc. (CAT) reporting person Denise C. Johnson, Group President, filed a Form 4 disclosing an intra-plan transfer of 8,493 phantom stock units on 08/07/2025. Each phantom unit is stated to be the economic equivalent of one share of Caterpillar common stock and, per the filing, will be settled 100% in cash upon the reporting person’s separation from service. Following the reported transaction the filing shows 22,597 phantom units beneficially owned directly. The transaction was executed under the company’s Supplemental Deferred Compensation Plan and the form was signed by POA Nicole Puza on 08/08/2025.

Insights

Securities Analyst

TL;DR: Routine deferred-compensation intra-plan transfer of phantom units; no direct equity issuance reported.

The Form 4 documents a non-derivative-equivalent transfer of 8,493 phantom stock units under Caterpillar’s Supplemental Deferred Compensation Plan on 08/07/2025. The filing explicitly states these units are economic equivalents of common shares and will be settled 100% in cash at separation, which limits immediate dilution or share-count impact. The post-transaction balance is 22,597 units held directly. This is a disclosure of compensation-related movement rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting for officer compensation; transaction appears plan-driven and administrative.

The reporting person is identified as Group President Denise C. Johnson and the Form 4 indicates the transfer was an intra-plan reallocation under the company’s non-qualified deferred compensation arrangement. The filing clarifies settlement terms (cash at separation) and quantifies ownership post-transfer (22,597 phantom units). The form was executed by a power of attorney, consistent with administrative filings for insiders.

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^*

Johnson Denise C

(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)
08/07/2025

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)	08/07/2025		J			8,493(2)	(3)	(3)	Common Stock	8,493	$417.12	22,597	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. Intra-plan transfer pursuant to the employee's Supplemental Deferred Compensation Plan ("the Plan").

3. The phantom stock units are to be settled for 100% in cash upon the reporting person's separation from service.

	/s/ Nicole Puza, POA for Denise C. Johnson	08/08/2025
	** 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 did Denise C. Johnson report on the Form 4 for CAT?

The Form 4 reports an intra-plan transfer of 8,493 phantom stock units under Caterpillar’s Supplemental Deferred Compensation Plan on 08/07/2025.

How many phantom stock units does Denise C. Johnson own after the transaction?

The filing shows 22,597 phantom stock units beneficially owned following the reported transaction.

Will the phantom stock units be settled in stock or cash according to the filing?

The filing states the phantom stock units are to be settled 100% in cash upon the reporting person’s separation from service.

What is the economic equivalence of each phantom stock unit in the filing?

Each phantom stock unit is reported to be the economic equivalent of one share of Caterpillar Inc. common stock.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Nicole Puza, POA for Denise C. Johnson on 08/08/2025.