Caterpillar chair reports tax share withholding

Caterpillar Executive Chairman Donald J. Umpleby III reported a tax-related share disposition.

Rhea-AI Filing Summary

Caterpillar Executive Chairman Donald J. Umpleby III reported a tax-related share disposition. On this Form 4, 1,591 shares of Caterpillar common stock were withheld at $719.13 per share to cover tax obligations from restricted stock units that vested from a grant dated March 3, 2025.

After this tax-withholding disposition, he directly owned 465,745 Caterpillar shares. He also reported indirect holdings, including shares held by irrevocable trusts for descendants and children and by a 401(k) plan.

Insights

Equity compensation and governance analyst

Routine tax withholding tied to RSU vesting, not an open-market sale.

The filing shows Donald J. Umpleby III, Executive Chairman of Caterpillar, had 1,591 shares withheld at $719.13 per share to satisfy taxes on vesting restricted stock units granted on March 3, 2025. Code F and the footnote confirm this is a tax-withholding disposition.

Because no open-market buying or selling is reported, this looks like standard administration of equity awards rather than a discretionary trade. After the transaction, he still directly held 465,745 shares, plus additional indirect holdings through trusts and a 401(k) plan, indicating substantial ongoing exposure to Caterpillar equity.

Insider Trade Summary

Exercise Price or Tax Liability: 1,591 shares

Exercise Price or Tax Liability 4 txns

Insider Umpleby III Donald J

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,591	$719.13	$1.14M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 465,745 shares (Direct); Common Stock — 59,000 shares (Indirect, Held by Irrevocable Trust for Descendants); Common Stock — 36,040 shares (Indirect, Held by Children's Irrevocable Trust); Common Stock — 1,029 shares (Indirect, Held by 401(k) Plan)

Footnotes (3)

1. F1. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of restricted stock units granted March 3, 2025.
2. F2. Includes adjustments for dividends accrued.
3. F3. The information in this report is based on a 401(k) plan statement as of February 28, 2026.

FAQ

What insider transaction did Caterpillar (CAT) report for Donald J. Umpleby III?

Caterpillar’s Executive Chairman reported a tax-related share disposition. On March 3, 2026, 1,591 common shares were withheld at $719.13 each to satisfy tax obligations arising from the vesting of restricted stock units that were originally granted on March 3, 2025.

Was the Caterpillar (CAT) Form 4 a stock sale by the Executive Chairman?

The Form 4 does not show an open-market stock sale. Instead, 1,591 Caterpillar shares were withheld to cover taxes on vested restricted stock units, coded as a tax-withholding disposition (transaction code F), which is a routine equity-compensation administration event.

How many Caterpillar (CAT) shares does Donald J. Umpleby III hold after this Form 4?

After the reported tax-withholding disposition, Donald J. Umpleby III directly owned 465,745 Caterpillar common shares. He also reported additional indirect holdings through irrevocable trusts for descendants and children, and through a 401(k) plan, which together increase his overall beneficial exposure.

What triggered the tax withholding of Caterpillar (CAT) shares on this Form 4?

The tax withholding was triggered by the vesting of restricted stock units. The Form 4 footnote states that the 1,591 withheld shares satisfied tax obligations arising from RSUs that were granted on March 3, 2025 and vested, creating a taxable event for the executive.

How is the 401(k) plan reported in the Caterpillar (CAT) Form 4?

The Form 4 lists indirect ownership of Caterpillar common stock held by a 401(k) plan. It reports 1,029 shares held indirectly through the plan as of a statement dated February 28, 2026, reflecting retirement-plan holdings separate from the executive’s directly owned shares.

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Accepted by SEC EDGAR 03/04/2026 - 06:22 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Umpleby III Donald J

(Last) (First) (Middle)

5205 N. O'CONNOR BOULEVARD, SUITE 100

(Street)

IRVING TX 75039

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2026		F		1,591(1)	D	$719.13	465,745(2)	D
Common Stock								59,000	I	Held by Irrevocable Trust for Descendants
Common Stock								36,040	I	Held by Children's Irrevocable Trust
Common Stock								1,029	I	Held by 401(k) Plan(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of restricted stock units granted March 3, 2025.

2. Includes adjustments for dividends accrued.

3. The information in this report is based on a 401(k) plan statement as of February 28, 2026.

	/s/ Nicole Puza, POA for Donald James Umpleby III	03/04/2026
	** 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 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.
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