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Caterpillar CEO sells 32K shares after option exercise

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CATERPILLAR INC (CAT) reported insider equity transactions by Chief Executive Officer Joseph E. Creed on August 28, 2026. Creed exercised 44,403 employee stock options at an exercise price of $219.76 per share, receiving the same number of Caterpillar common shares. The options were granted under the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest in three equal annual installments.

In connection with the exercise, 12,002 shares of common stock were delivered or withheld to pay the exercise price or tax liability. Creed also executed multiple open-market sales totaling 32,401 shares of common stock at weighted average prices generally between $799.67 and $813.86 per share, with each sale reported in price ranges via footnotes. Following these transactions, he continued to have 11,839 shares of Caterpillar common stock held indirectly through a 401(k) plan as of July 31, 2026.

Positive

  • None.

Negative

  • None.
Insider Creed Joseph E
Role Chief Executive Officer
Sold 32,401 shs ($26.21M)
Approx. gross sale proceeds $26.21M
Approx. exercise cost $9.76M
Type Security Shares Price Value
Exercise Employee Stock options F17 44,403 $219.76 $9.76M
Exercise Common Stock F1 44,403 $219.76 $9.76M
Exercise Price or Tax Liability Common Stock 12,002 $812.98 $9.76M
Sale Common Stock F2 480 $800.19 $384K
Sale Common Stock F3 540 $801.10 $433K
Sale Common Stock F4 280 $802.10 $225K
Sale Common Stock F5 750 $803.39 $603K
Sale Common Stock F6 520 $803.86 $418K
Sale Common Stock F7 1,351 $805.36 $1.09M
Sale Common Stock F8 3,382 $806.31 $2.73M
Sale Common Stock F9 6,135 $807.41 $4.95M
Sale Common Stock F10 2,639 $808.20 $2.13M
Sale Common Stock F11 2,137 $809.08 $1.73M
Sale Common Stock F12 3,041 $810.31 $2.46M
Sale Common Stock F13 5,035 $811.31 $4.08M
Sale Common Stock F14 1,280 $812.09 $1.04M
Sale Common Stock F15 4,831 $813.72 $3.93M
holding Common Stock F16 -- -- --
Holdings After Transaction: Employee Stock options — 0 shares (Direct); Common Stock — 34,555 shares (Direct); Common Stock — 11,839 shares (Indirect, Held by 401(k) Plan)
Footnotes (17)
  1. F1. This transaction includes dividends accrued.
  2. F2. The transaction was executed in multiple trades at prices ranging from $799.67 to $800.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  3. F3. The transaction was executed in multiple trades at prices ranging from $800.68 to $801.53. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  4. F4. The transaction was executed in multiple trades at prices ranging from $801.68 to $802.25. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  5. F5. The transaction was executed in multiple trades at prices ranging from $802.72 to $803.66. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  6. F6. The transaction was executed in multiple trades at prices ranging from $803.73 to $804.19. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  7. F7. The transaction was executed in multiple trades at prices ranging from $804.78 to $805.75. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  8. F8. The transaction was executed in multiple trades at prices ranging from $805.80 to $806.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  9. F9. The transaction was executed in multiple trades at prices ranging from $806.85 to $807.83. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  10. F10. The transaction was executed in multiple trades at prices ranging from $807.87 to $808.76. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  11. F11. The transaction was executed in multiple trades at prices ranging from $808.81 to $809.59. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  12. F12. The transaction was executed in multiple trades at prices ranging from $809.81 to $810.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  13. F13. The transaction was executed in multiple trades at prices ranging from $810.81 to $811.73. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  14. F14. The transaction was executed in multiple trades at prices ranging from $811.82 to $812.49. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  15. F15. The transaction was executed in multiple trades at prices ranging from $813.23 to $813.86. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  16. F16. The information in this report is based on a 401(k) plan statement dated as of July 31, 2026.
  17. F17. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments in the first, second and third anniversaries of the grant date.
Stock options exercised 44,403 shares Employee stock options converted into Caterpillar common stock on August 28, 2026
Option exercise price $219.76 per share Exercise price for 44,403 employee stock options
Shares delivered/withheld for exercise price or tax liability 12,002 shares at $812.98 per share Code F transaction tied to the August 28, 2026 option exercise
Shares sold 32,401 shares Total Caterpillar common shares sold in multiple trades on August 28, 2026
Sale price ranges $799.67 to $813.86 per share Price ranges for the reported open-market sales, per footnotes F2–F15
Indirect 401(k) holdings 11,839 shares Caterpillar common stock held in a 401(k) plan as of July 31, 2026
Option grant date March 1, 2021 Grant date of stock options exercised, under 2014 Long-Term Incentive Plan
Option expiration date March 1, 2031 Expiration for the employee stock options that were exercised
Employee Stock options financial
"security_title": "Employee Stock options""
Employee stock options are contracts that give workers the right to buy a company's shares at a set price sometime in the future, like a coupon that lets you purchase stock at today’s price later on. Investors care because they align employees’ incentives with company performance and create a potential future claim on shares that can reduce existing owners’ percentage and add to a company’s reported compensation costs.
Long-Term Incentive Plan financial
"granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
weighted average sale price financial
"The price reported above reflects the weighted average sale price."
401(k) plan financial
"based on a 401(k) plan statement dated as of July 31, 2026."
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
vest equally in 1/3 increments financial
"and vest equally in 1/3 increments in the first, second and third"

FAQ

What did Caterpillar (CAT) CEO Joseph E. Creed do in this Form 4 filing?

Joseph E. Creed exercised 44,403 stock options at $219.76 per share, had 12,002 shares delivered or withheld to cover exercise price or tax liability, and sold 32,401 shares of Caterpillar common stock in multiple open-market transactions on August 28, 2026.

How many Caterpillar (CAT) stock options did the CEO exercise and at what price?

He exercised 44,403 employee stock options into Caterpillar common stock at an exercise price of $219.76 per share. These options were granted on March 1, 2021 under the Caterpillar Inc. 2014 Long-Term Incentive Plan and vest in three equal annual installments.

How many Caterpillar (CAT) shares did the CEO sell and at what prices?

The CEO sold 32,401 shares of Caterpillar common stock in multiple trades. Weighted average sale prices for each trade group ranged from about $799.67 up to about $813.86 per share, with exact price ranges for each group detailed in the footnotes.

What does the code F transaction mean in this Caterpillar (CAT) Form 4?

The code F transaction shows 12,002 Caterpillar shares were delivered or withheld at $812.98 per share for payment of the stock option exercise price or related tax liability, in connection with the August 28, 2026 option exercise.

What Caterpillar (CAT) shares does the CEO still hold after these transactions?

After the reported transactions, the CEO is shown with 11,839 shares of Caterpillar common stock held indirectly through a 401(k) plan, based on a plan statement dated July 31, 2026. The filing does not state his total direct common stock holdings after the trades.

When do the exercised Caterpillar (CAT) stock options expire?

The exercised employee stock options reported in this Form 4 are shown with an expiration date of March 1, 2031, and were originally granted on March 1, 2021 under the Caterpillar Inc. 2014 Long-Term Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a 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). See Instruction 10.
1. Name and Address of Reporting Person*
Creed Joseph E

(Last)(First)(Middle)
5205 N. O'CONNOR BOULEVARD, SUITE 100

(Street)
IRVING TEXAS 75039

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/28/2026M44,403A$219.7678,958(1)D
Common Stock08/28/2026F12,002D$812.9866,956D
Common Stock08/28/2026S480D$800.19(2)66,476D
Common Stock08/28/2026S540D$801.1(3)65,936D
Common Stock08/28/2026S280D$802.1(4)65,656D
Common Stock08/28/2026S750D$803.39(5)64,906D
Common Stock08/28/2026S520D$803.86(6)64,386D
Common Stock08/28/2026S1,351D$805.36(7)63,035D
Common Stock08/28/2026S3,382D$806.31(8)59,653D
Common Stock08/28/2026S6,135D$807.41(9)53,518D
Common Stock08/28/2026S2,639D$808.2(10)50,879D
Common Stock08/28/2026S2,137D$809.08(11)48,742D
Common Stock08/28/2026S3,041D$810.31(12)45,701D
Common Stock08/28/2026S5,035D$811.31(13)40,666D
Common Stock08/28/2026S1,280D$812.09(14)39,386D
Common Stock08/28/2026S4,831D$813.72(15)34,555D
Common Stock11,839IHeld by 401(k) Plan(16)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock options$219.7608/28/2026M44,403 (17)03/01/2031Common Stock44,403$219.760D
Explanation of Responses:
1. This transaction includes dividends accrued.
2. The transaction was executed in multiple trades at prices ranging from $799.67 to $800.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. The transaction was executed in multiple trades at prices ranging from $800.68 to $801.53. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. The transaction was executed in multiple trades at prices ranging from $801.68 to $802.25. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5. The transaction was executed in multiple trades at prices ranging from $802.72 to $803.66. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6. The transaction was executed in multiple trades at prices ranging from $803.73 to $804.19. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
7. The transaction was executed in multiple trades at prices ranging from $804.78 to $805.75. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
8. The transaction was executed in multiple trades at prices ranging from $805.80 to $806.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
9. The transaction was executed in multiple trades at prices ranging from $806.85 to $807.83. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
10. The transaction was executed in multiple trades at prices ranging from $807.87 to $808.76. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
11. The transaction was executed in multiple trades at prices ranging from $808.81 to $809.59. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
12. The transaction was executed in multiple trades at prices ranging from $809.81 to $810.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
13. The transaction was executed in multiple trades at prices ranging from $810.81 to $811.73. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
14. The transaction was executed in multiple trades at prices ranging from $811.82 to $812.49. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
15. The transaction was executed in multiple trades at prices ranging from $813.23 to $813.86. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
16. The information in this report is based on a 401(k) plan statement dated as of July 31, 2026.
17. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments in the first, second and third anniversaries of the grant date.
/s/ Nicole Puza, POA for Joseph E. Creed09/01/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)