CATERPILLAR INC — Director's Dealing 2023

Dec 27, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATERPILLAR INC (CAT)
CIK: 0000018230
Period of Report: 2023-12-26

Reporting Person: Creed Joseph E (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-26	Phantom Stock Units	$	A	45	Acquired		Common Stock (45)	Direct
2023-12-26	Phantom Stock Units	$	A	38	Acquired		Common Stock (38)	Direct

Footnotes

F1: Each phantom stock unit under the company's non-qualified deferred compensation plans as reported is generally the economic equivalent of one share of Caterpillar Inc. common stock.

F2: Due to an administrative error, the reporting person's November payroll deferrals under the Supplemental Deferred Compensation Plan (the "Plan") were not withheld until the December payroll. The shares attributable to the November payroll deferrals were credited to the reporting person's account as if they had been credited on November 24, 2023, the day of the November payroll.

F3: This total includes 23 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan (the "Plan") at a price per share of $247.36 and 22 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.

F4: The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.

F5: Includes dividends accrued. Moreover, phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash, and therefore the number of phantom stock units the reporting person is deemed to own may change between any given dates due to differences in the percentages of cash and stock in the unitized fund on those dates.

F6: This total includes 19 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan (the "Plan") at a price per share of $295.63 and 19 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.

F7: The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.

F8: Includes dividends accrued. Moreover, phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash, and therefore the number of phantom stock units the reporting person is deemed to own may change between any given dates due to differences in the percentages of cash and stock in the unitized fund on those dates.