Form 4: Caterpillar Group President Denise C. Johnson Reports Acquisition of Phantom Stock Units Under Deferred Compensation Plan

Caterpillar Inc. Group President Denise C. Johnson reported the acquisition of 26 phantom stock units, equivalent to common stock, through the company's non-qualified deferred compensation plan, effective June 26, 2025.

Summary

• Denise C. Johnson, Group President of Caterpillar Inc. (CAT), reported the acquisition of 26 phantom stock units.
• The transaction is scheduled for June 26, 2025, and was filed on June 27, 2025, indicating it is a pre-planned transaction under a Rule 10b5-1(c) plan.
• Each phantom stock unit is generally the economic equivalent of one share of Caterpillar Inc. common stock.
• Of the 26 units, 13 were credited to Ms. Johnson's account at a price of $381.88 per unit, and 13 were contributed for no consideration pursuant to the Supplemental Deferred Compensation Plan.
• 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 will beneficially own 29,421 phantom stock units, which includes adjustments for accrued dividends.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as an executive is increasing their stake in the company through a compensation plan, aligning their interests with shareholders. This is a routine compensation event, not indicative of extraordinary news.

Positives

• The acquisition of phantom stock units by a Group President indicates continued alignment of executive interests with shareholder value.
• The transaction is part of a deferred compensation plan, which is a common and structured form of executive remuneration.
• The increase in beneficial ownership (to 29,421 units) reflects a growing stake in the company's performance for the reporting person.

Future Outlook

The phantom stock units acquired are scheduled to be settled 100% in cash upon the reporting person's retirement or separation from service, indicating a long-term incentive structure.

Management Comments

• The 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).

Industry Context

This SEC Form 4 filing details an executive compensation event specific to Caterpillar Inc. and its Group President. It does not provide information on broader industry trends or competitive landscape, but rather reflects internal corporate governance and executive incentive structures.

Stakeholder Impact

• Shareholders: The acquisition of additional phantom stock units by a key executive can be viewed positively as it aligns management's financial interests with the long-term performance of the company's stock.

Next Steps

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

Key Dates

Keywords

Caterpillar, CAT, SEC Form 4, Insider Transaction, Phantom Stock Units, Executive Compensation, Deferred Compensation Plan, Denise C. Johnson, Corporate Governance