Caterpillar (NYSE: CAT) CAO has shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

Caterpillar Inc. chief accounting officer William E. Schaupp reported a small share disposition tied to equity compensation taxes. On March 4, 2026, 19 shares of Caterpillar common stock at a value of $738.42 per share were withheld to satisfy tax obligations arising from the vesting of restricted stock units originally granted on March 4, 2024.

After this tax-withholding disposition, Schaupp directly owns 890 shares of Caterpillar common stock. The transaction was reported as a disposition for tax payment rather than an open-market sale.

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^*

Schaupp William E

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		F		19(1)	D	$738.42	890	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

Explanation of Responses:

1. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of restricted stock units granted on March 4, 2024.

	/s/ Nicole Puza, POA for William Schaupp	03/06/2026
	** 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.
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.

FAQ

What did Caterpillar (CAT) executive William Schaupp report in this Form 4?

William E. Schaupp, Caterpillar’s chief accounting officer, reported a tax-related share disposition. On March 4, 2026, 19 common shares were withheld to cover taxes from vesting restricted stock units, leaving him with direct ownership of 890 Caterpillar shares afterward.

Was the Caterpillar (CAT) insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It was reported under code F as a tax-withholding disposition, meaning 19 shares were withheld by the company to pay taxes due on vesting restricted stock units, rather than sold on the open market.

How many Caterpillar (CAT) shares does William Schaupp hold after this transaction?

After the reported transaction, William E. Schaupp directly holds 890 shares of Caterpillar common stock. This balance reflects the withholding of 19 shares on March 4, 2026, to satisfy tax obligations linked to the vesting of earlier granted restricted stock units.

What triggered the tax-withholding share disposition for Caterpillar (CAT) executive William Schaupp?

The disposition was triggered by the vesting of restricted stock units granted on March 4, 2024. When these units vested on March 4, 2026, 19 Caterpillar shares were withheld from William E. Schaupp to satisfy the resulting tax obligation associated with that equity award.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 19 Caterpillar common shares were withheld from William E. Schaupp on March 4, 2026, specifically to cover taxes from vesting restricted stock units granted in 2024.