Form 4: Caterpillar Group President Acquires Phantom Stock Units

Denise C. Johnson, Group President at Caterpillar Inc., acquired 21 phantom stock units as part of a non-qualified deferred compensation plan.

Summary

• Denise C. Johnson, Group President of Caterpillar Inc. (CAT), acquired 21 phantom stock units.
• The transaction occurred on September 26, 2025, as part of the company's non-qualified deferred compensation plan.
• Of the 21 units, 11 were credited at a price of $465.76 per share, and 10 were contributed 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 Ms. Johnson's retirement or separation from service.
• Following this transaction, Ms. Johnson beneficially owns a total of 21,762 phantom stock units.
• The total beneficial ownership includes adjustments for accrued dividends, and the number of units may fluctuate due to changes in the percentages of cash and stock within the unitized fund.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock units by a Group President, even as part of a deferred compensation plan, is generally viewed as a positive signal of executive alignment with the company's long-term performance, though it is not a direct market purchase.

Positives

• Acquisition of additional phantom stock units by a Group President indicates continued alignment of executive interests with shareholder value.
• The deferred compensation plan structure encourages long-term commitment and performance from key management.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on an executive compensation transaction.

Industry Context

This filing reports an executive compensation event, which is a standard practice across publicly traded companies to align management incentives with company performance. It does not directly relate to broader industry trends or competitive dynamics, but rather to internal corporate governance and compensation structures.

Stakeholder Impact

• Shareholders: May view the executive's increased economic interest as a positive sign of management's commitment and alignment with long-term company performance.
• Employees: No direct impact mentioned, but reflects the company's executive compensation practices.
• Reporting Person (Denise C. Johnson): Increases her deferred compensation tied to Caterpillar's stock performance.

Next Steps

• The phantom stock units will be settled 100% in cash upon the reporting person's retirement or separation from service.

Key Dates

Keywords

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