Caterpillar (CAT) CFO receives stock awards and withholds shares for taxes

Rhea-AI Filing Summary

Caterpillar Inc. Chief Financial Officer Andrew R. J. Bonfield reported equity-related transactions in company securities. He received a grant of 4,877 employee stock options and 1,749 shares of common stock, both at a stated price of $0.0000 per share, as awards dated March 2, 2026.

The stock options were granted under the Caterpillar Inc. 2023 Long Term Incentive Plan and vest in equal one-third installments on the first, second, and third anniversaries of the grant date. On March 3, 2026, 445 shares of common stock were disposed of in a tax-withholding transaction at $719.13 per share to satisfy tax obligations from the vesting of restricted stock units. Following these transactions, he directly owned 53,384 shares of common stock and 4,877 stock options.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider BONFIELD ANDREW R J

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	445	$719.13	$320K
Grant/Award	Employee Stock options	4,877	$0.00	--
Grant/Award	Common Stock	1,749	$0.00	--

Holdings After Transaction: Common Stock — 53,384 shares (Direct); Employee Stock options — 4,877 shares (Direct)

Footnotes (1)

1. Includes adjustment for dividends accrued. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of restricted stock units granted March 3, 2025. The stock options were granted pursuant to the Caterpillar Inc. 2023 Long Term Incentive Plan and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

BONFIELD ANDREW R 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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		1,749	A	$0	53,829(1)	D
Common Stock	03/03/2026		F		445(2)	D	$719.13	53,384	D

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
Employee Stock options	$752.18	03/02/2026		A		4,877		(3)	03/02/2036	Common Stock	4,877	$0	4,877	D

Explanation of Responses:

1. Includes adjustment for dividends accrued.

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

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

	/s/ Nicole Puza, POA for Andrew Bonfield	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Caterpillar (CAT) report for CFO Andrew Bonfield?

Caterpillar’s CFO Andrew Bonfield reported equity awards and a tax-withholding share disposition. He received 4,877 employee stock options and 1,749 common shares, and 445 shares were withheld at $719.13 per share to cover tax obligations from restricted stock unit vesting.

How many Caterpillar (CAT) stock options were granted to the CFO in this Form 4?

Andrew Bonfield was granted 4,877 employee stock options at a stated price of $0.0000 per share. These options were issued under the Caterpillar Inc. 2023 Long Term Incentive Plan and vest in three equal annual installments on the first, second, and third anniversaries of the grant date.

What common stock award did Caterpillar (CAT) grant to its CFO?

The CFO received 1,749 shares of Caterpillar common stock at a stated price of $0.0000 per share. This grant increased his direct common stock holdings to 53,829 shares before a subsequent tax-withholding transaction adjusted his post-transaction balance to 53,384 shares.

Why were 445 Caterpillar (CAT) shares disposed of in the CFO’s Form 4?

The 445 Caterpillar shares were withheld to satisfy tax obligations arising from the vesting of restricted stock units granted on March 3, 2025. This tax-withholding disposition occurred at a price of $719.13 per share and reduced his directly held common shares to 53,384.

How do the new stock options for Caterpillar (CAT) CFO vest over time?

The 4,877 Caterpillar employee stock options vest in three equal parts. One-third vests on the first anniversary of the March 2, 2026 grant date, another third on the second anniversary, and the final third on the third anniversary, as provided by the 2023 Long Term Incentive Plan.

What is Andrew Bonfield’s Caterpillar (CAT) share ownership after these Form 4 transactions?

After the reported transactions, Andrew Bonfield directly owned 53,384 shares of Caterpillar common stock and 4,877 employee stock options. These figures reflect both the equity awards granted on March 2, 2026 and the 445-share tax-withholding disposition on March 3, 2026.