Johnson Denise C 4

What Happened Denise C. Johnson, Group President of Caterpillar Inc., reported an other disposition (code J) of 10,946 phantom stock units on February 4, 2026 at a per‑unit value of $691.82, for a total economic value of $7,572,662. The transaction is reported as a derivative/intra‑plan disposition of phantom stock units under Caterpillar’s non‑qualified deferred compensation arrangements rather than an open‑market sale of common shares.

Key Details

• Transaction date: 2026‑02‑04; reported on Form 4 filed 2026‑02‑06 (appears timely).
• Units disposed: 10,946 phantom stock units at $691.82 each; total value ~$7,572,662.
• Transaction type/code: Other acquisition/disposition (J); reported as a derivative (phantom stock unit) disposition and an intra‑plan transfer.
• Shares/units owned after transaction: Not specified in the provided excerpt of the filing.
• Notable footnotes: (F1) Each phantom stock unit is generally the economic equivalent of one share of Caterpillar common stock. (F2) This was an intra‑plan transfer under the Supplemental Deferred Compensation Plan. (F3) The phantom units are to be settled 100% in cash upon retirement or separation.

Context Phantom stock units are bookkeeping units that track the value of actual shares but do not represent immediate ownership of common stock; they are often used in deferred compensation plans and typically settle in cash. Because this was an intra‑plan/derivative disposition of phantom units (not an open‑market sale of company shares), it does not necessarily reflect a change in Johnson’s direct stock ownership or an immediate market sale.