Form 4: Caterpillar CEO Acquires Phantom Stock Units

Caterpillar's CEO, Joseph E. Creed, acquired 26 phantom stock units under a deferred compensation plan, increasing his total beneficial ownership to 10,503 units.

Summary

• Joseph E. Creed, Chief Executive Officer of Caterpillar Inc. (CAT), acquired 26 phantom stock units on November 26, 2025.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged purchase or sale plan.
• Of the 26 units, 13 were credited to his account under the Supplemental Deferred Compensation Plan at a price of $573.73 per share.
• The remaining 13 units were contributed to his account pursuant to the terms of the Plan for no consideration.
• Each phantom stock unit is generally the economic equivalent of one share of Caterpillar Inc. common stock.
• These phantom stock units are to be settled 100% in cash upon Mr. Creed's retirement or separation from service.
• Following this transaction, Mr. Creed beneficially owns a total of 10,503 phantom stock units.
• The total beneficial ownership includes adjustments for dividends accrued.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive. While not a direct stock purchase, the CEO's acquisition of additional phantom stock units under a deferred compensation plan suggests continued alignment with the company's long-term performance and is a routine part of executive compensation. There are no negative implications for the company's operations or financial health.

Positives

• The acquisition of phantom stock units by the CEO indicates continued alignment of management's interests with the company's performance, even if not direct equity.
• Participation in the deferred compensation plan suggests a long-term commitment to the company by the executive.

Negatives

• Phantom stock units are not direct equity ownership, meaning the CEO does not hold voting rights associated with common stock.
• The units are settled in cash upon retirement or separation, rather than providing direct share ownership to the executive.

Risks

• Phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash, meaning the number of units owned may change due to differences in the percentages of cash and stock in the fund.
• The unfunded nature of the deferred compensation plan means the executive is an unsecured creditor of the company for these benefits.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the nature of the deferred compensation plan.

Industry Context

This Form 4 filing details an individual executive's compensation activity and does not provide broader industry context or trends. It reflects a standard mechanism for executive deferred compensation within a large publicly traded company like Caterpillar.

Stakeholder Impact

• Shareholders: The increase in the CEO's beneficial ownership of phantom stock units, even if not direct equity, can be viewed as a positive signal of management's continued alignment with shareholder interests over the long term.

Key Dates

Keywords

Caterpillar, CAT, Form 4, Insider Transaction, Phantom Stock Units, Deferred Compensation, CEO, Executive Compensation