Form 4: CAT Director MacLennan Acquires Phantom Stock Units

Caterpillar Inc. Director David MacLennan acquired 37 phantom stock units, equivalent to common stock, as part of his deferred compensation plan.

Summary

• David MacLennan, a Director of Caterpillar Inc. (CAT), acquired 37 phantom stock units.
• The transaction occurred on September 30, 2025.
• These units were acquired in lieu of cash compensation under the company's non-qualified deferred compensation plans.
• Each phantom stock unit is economically equivalent to one share of Caterpillar Inc. common stock.
• The units are to be settled 100% in cash upon Mr. MacLennan's retirement or separation from service.
• The acquisition price per unit was $473.84.
• Following this transaction, Mr. MacLennan beneficially owns 315 phantom stock units, which includes adjustments for accrued dividends.

Sentiment

Score: 6

Explanation: Slightly positive due to director's continued accumulation of equity-linked compensation, indicating ongoing alignment with shareholder interests, despite being phantom units settled in cash.

Positives

• Acquisition of phantom stock units aligns the director's interests with shareholders, as the value is tied to the company's common stock performance.
• Participation in deferred compensation plans can indicate long-term commitment from management.

Negatives

• The units are phantom and will be settled in cash, not actual shares, meaning no direct equity ownership is immediately established.
• This is not an open market purchase, which typically signals stronger conviction in the stock's immediate performance.

Future Outlook

The acquired phantom stock units are scheduled to be settled 100% in cash upon the reporting person's retirement or separation from service from Caterpillar Inc.

Industry Context

This Form 4 filing details a routine insider transaction related to director compensation, which is a common practice across various industries for aligning executive and director interests with shareholder value over the long term.

Corporate Governance

Related Party Transactions

• Director David MacLennan acquired phantom stock units as part of his compensation from Caterpillar Inc., which constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock units by a director generally signals continued alignment of management interests with shareholder value, as the units' value is tied to the company's stock performance.

Next Steps

• Settlement of phantom stock units in cash upon David MacLennan's retirement or separation from service.

Key Dates

Keywords

Caterpillar Inc., CAT, David MacLennan, Form 4, Insider Transaction, Phantom Stock Units, Deferred Compensation, Director Compensation, SEC Filing