Form 4: Caterpillar CEO Joseph Creed Acquires Additional Phantom Stock Units

Caterpillar Inc. Chief Executive Officer Joseph E. Creed has acquired 39 additional phantom stock units as part of the company's non-qualified deferred compensation plan.

Summary

• Joseph E. Creed, Chief Executive Officer of Caterpillar Inc. (CAT), acquired 39 phantom stock units on June 26, 2025.
• Of the 39 units, 20 were credited to his account at a price of $381.88 per share under the Supplemental Deferred Compensation Plan.
• The remaining 19 units were contributed to his account for no consideration, also pursuant to the terms of the Plan.
• Each phantom stock unit is generally the economic equivalent of one share of Caterpillar Inc. common stock.
• Following this transaction, Mr. Creed beneficially owns a total of 10,203 phantom stock units.
• The phantom stock units are designed to be settled 100% in cash upon Mr. Creed's retirement or separation from service.
• The total number of phantom stock units owned may fluctuate due to adjustments for accrued dividends and changes in the percentages of cash and stock within the unfunded unitized company stock fund.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates an executive's continued participation in the company's compensation plan, aligning their interests with shareholders, though it is a routine disclosure.

Positives

• The acquisition of additional phantom stock units by the Chief Executive Officer aligns his financial interests with the long-term performance of Caterpillar Inc.'s stock.
• The transaction is part of a structured deferred compensation plan, indicating a stable and ongoing executive compensation framework.

Risks

• Phantom stock units are settled in cash upon retirement or separation, meaning the holder does not directly own common stock and is not entitled to voting rights or direct equity ownership benefits.
• The number of phantom stock units beneficially owned can change between dates due to differences in the percentages of cash and stock in the underlying unfunded unitized company stock fund, introducing variability in the reported holdings.

Future Outlook

This document, an SEC Form 4, is a disclosure of an insider transaction and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing details a routine executive compensation transaction, specifically the grant of phantom stock units, which is a common non-qualified deferred compensation mechanism used across various industries to align executive incentives with shareholder value without immediate equity transfer.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock units by the CEO can be viewed positively as it further aligns management's interests with shareholder value, as the units' value is tied to the company's common stock performance.

Key Dates

Keywords

Caterpillar Inc., CAT, Joseph E. Creed, SEC Form 4, Insider Transaction, Phantom Stock Units, Executive Compensation, Deferred Compensation Plan, Beneficial Ownership, Corporate Governance