Caterpillar (NYSE: CAT) officer reports 473-share tax withholding

Rhea-AI Filing Summary

Caterpillar Inc. Group President Denise C. Johnson reported a routine tax-related share withholding. On 01/12/2026, 473 shares of Caterpillar common stock were withheld at a price of $621.97 per share to cover tax obligations arising from the vesting of Restricted Stock Units that were granted on January 12, 2024.

After this transaction, Johnson beneficially owned 43,350 shares of Caterpillar common stock in direct form. The filing describes a non-market transaction associated with equity compensation rather than an open-market purchase or 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

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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^*

Johnson Denise C

(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)
01/12/2026

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	01/12/2026		F		473(1)	D	$621.97	43,350(2)	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 January 12, 2024.

2. Includes adjustment for dividends accrued.

	/s/ Nicole Puza, POA for Denise Johnson	01/13/2026
	** 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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FAQ

What insider transaction did Caterpillar (CAT) report in this Form 4?

The Form 4 reports that Group President Denise C. Johnson had 473 shares of Caterpillar common stock withheld on 01/12/2026 to satisfy tax obligations from vested Restricted Stock Units.

Was the Caterpillar (CAT) Form 4 transaction an open-market trade?

No. The 473 shares were withheld from Denise C. Johnson to satisfy tax obligations from Restricted Stock Units vesting, rather than being bought or sold in the open market.

At what price were the 473 Caterpillar (CAT) shares withheld for taxes?

The 473 shares of Caterpillar common stock were withheld at a price of $621.97 per share in connection with tax obligations on vested Restricted Stock Units.

How many Caterpillar (CAT) shares does Denise C. Johnson own after this Form 4 transaction?

Following the withholding of 473 shares for taxes, Denise C. Johnson beneficially owned 43,350 shares of Caterpillar common stock directly.

What role does the reporting person hold at Caterpillar (CAT)?

The reporting person, Denise C. Johnson, is identified as an officer of Caterpillar Inc., serving as Group President.

What do the footnotes in this Caterpillar (CAT) Form 4 explain?

One footnote explains that the 473 shares were withheld to satisfy tax obligations from the vesting of Restricted Stock Units granted January 12, 2024, and another notes that the share total includes an adjustment for dividends accrued.