SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kaiser Jason

(Last)

(First)

(Middle)

5205 N. O'CONNOR BOULEVARD, SUITE 100

(Street)

IRVING

75039

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

3. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,710	D
Common Stock	360	I	Held by 401(k) Plan⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options	⁽²⁾	03/01/2031	Common Stock	8,881	$219.76	D
Employee Stock Options	⁽³⁾	03/07/2032	Common Stock	12,091	$196.7	D
Employee Stock Options	⁽⁴⁾	03/06/2033	Common Stock	7,917	$253.98	D
Phantom Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	3,914⁽⁶⁾	⁽⁷⁾	D

Explanation of Responses:

1. The information in this report is based on a 401(k) plan statement dated as of December 31, 2023.

2. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on 03/01/2021 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

3. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on 03/07/2022 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

4. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on 03/06/2023 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

5. The phantom stock units were acquired under the Caterpillar Inc. Supplemental Deferred Compensation Plan and are to be settled 100% in cash upon the reporting person's retirement or separation from service.

6. 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.

7. 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.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Nicole Puza, POA for Jason Kaiser	01/10/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.