Caterpillar (NYSE: CAT) CEO adds phantom stock units in deferred plan

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 received a grant of 3 phantom stock units on March 26, 2026 under a non-qualified deferred compensation plan. Each unit is generally the economic equivalent of one share of Caterpillar common stock but will be settled 100% in cash at retirement or separation from service.

Following this grant and related plan activity, Creed is credited with 11,583 phantom stock units. The footnotes explain that the total includes 2 units credited at a price of $703.19 per unit and 1 unit contributed to his account for no consideration, and that unit counts can change over time due to dividend accruals and the mix of cash and stock in the underlying unitized 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^*

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)
03/26/2026

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)
			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)	03/26/2026		A		3(2)		(3)	(3)	Common Stock	3	$703.19	11,583(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 2 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $703.19 and 1 share that was 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	03/27/2026
	** 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)

FAQ

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

Caterpillar reported that CEO Joseph E. Creed acquired 3 phantom stock units on March 26, 2026. These units are part of a non-qualified deferred compensation plan and are economically tied to Caterpillar common stock but will be settled entirely in cash at retirement or separation.

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

After the reported transaction, CEO Joseph E. Creed is credited with 11,583 phantom stock units. This total reflects prior grants, the new 3-unit acquisition, dividend-related adjustments, and changes in the mix of cash and stock within the plan’s unitized company stock fund.

At what price were the new Caterpillar (CAT) phantom stock units credited to the CEO?

Two of the phantom stock units were credited to Joseph E. Creed’s account at a price of $703.19 per unit. A third unit was contributed to his account under the plan for no consideration, according to the detailed footnotes included with the insider transaction disclosure.

Are Caterpillar (CAT) phantom stock units settled in shares or cash for the CEO?

The phantom stock units held by CEO Joseph E. Creed will be settled 100% in cash. Settlement occurs upon his retirement or separation from service, meaning he receives a cash payment based on the units’ value rather than actual Caterpillar common shares at that future time.

Why can the number of Caterpillar (CAT) phantom stock units held by the CEO change over time?

The number of phantom stock units can change because they represent interests in an unfunded unitized company stock fund. Footnotes explain the balance is affected by dividend accruals and shifts in the relative percentages of cash and stock within that fund on different reporting dates.

Do Caterpillar (CAT) phantom stock units mirror the economics of common stock for the CEO?

Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock. While they track the stock’s value, these units remain part of a deferred compensation arrangement and are ultimately paid out in cash rather than delivering actual common shares.