Caterpillar (CAT) Group President reports stock grant and tax-share withholding

Rhea-AI Filing Summary

Caterpillar Group President Anthony D. Fassino reported equity compensation activity involving the company’s common stock. On February 10, 2026, he acquired 9,055 shares of Caterpillar common stock as a grant or award at $0 per share. On the same date, 3,563 shares were disposed of at $744.83 per share to satisfy tax obligations arising from the vesting of performance-based restricted stock units granted March 6, 2023. After these transactions, Fassino directly beneficially owned 46,643 shares of Caterpillar common stock and indirectly held 1,502 shares through a 401(k) plan based on a plan statement dated January 31, 2026.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Fassino Anthony D.

Role Group President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,055	$0.00	--
Tax Withholding	Common Stock	3,563	$744.83	$2.65M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 50,206 shares (Direct); Common Stock — 1,502 shares (Indirect, Held by 401(k) plan)

Footnotes (1)

1. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of performance-based restricted stock units granted March 6, 2023. The information in this report is based on a 401(k) plan statement dated as of January 31, 2026.

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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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^*

Fassino Anthony D.

(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)
	Group President

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		A		9,055	A	$0	50,206	D
Common Stock	02/10/2026		F		3,563(1)	D	$744.83	46,643	D
Common Stock								1,502	I	Held by 401(k) plan(2)

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 performance-based restricted stock units granted March 6, 2023.

2. The information in this report is based on a 401(k) plan statement dated as of January 31, 2026.

	/s/ Nicole Puza, POA for Anthony Fassino	02/12/2026
	** 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 insider transactions did Caterpillar (CAT) executive Anthony Fassino report on February 10, 2026?

Anthony D. Fassino reported acquiring 9,055 Caterpillar common shares as an equity grant and disposing of 3,563 shares at $744.83 each. The disposed shares were withheld to cover tax obligations linked to vesting performance-based restricted stock units granted March 6, 2023.

Did Caterpillar (CAT) executive Anthony Fassino sell shares in the open market?

The filing shows 3,563 shares were disposed of at $744.83 per share to satisfy tax obligations. These shares were withheld in connection with vesting performance-based restricted stock units, rather than reported as a discretionary open-market sale by the executive.

How many Caterpillar (CAT) shares does Anthony Fassino own after the reported Form 4 transactions?

After the reported transactions, Anthony D. Fassino directly beneficially owned 46,643 Caterpillar common shares. He also indirectly held 1,502 additional shares through a 401(k) plan, based on a plan statement dated January 31, 2026, as disclosed in the filing.

What was the nature of the 9,055 Caterpillar (CAT) shares acquired by Anthony Fassino?

The 9,055 Caterpillar common shares were acquired as a grant, award, or other acquisition at $0 per share. This reflects equity compensation rather than a purchase in the market, and increased his directly held beneficial ownership in Caterpillar stock.

How are Anthony Fassino’s Caterpillar (CAT) 401(k) holdings described in the Form 4?

The filing states that 1,502 Caterpillar common shares are held indirectly in a 401(k) plan. This information is based on a 401(k) plan statement dated January 31, 2026, and is reported as indirect beneficial ownership for the executive.

What does transaction code F indicate in Anthony Fassino’s Caterpillar (CAT) Form 4?

Transaction code F indicates shares used to pay an exercise price or tax liability. In this case, 3,563 Caterpillar shares at $744.83 each were withheld from Anthony Fassino to satisfy tax obligations from vesting performance-based restricted stock units granted March 6, 2023.