Caterpillar (CAT) awards stock and 3,221 options to its CHRO

Rhea-AI Filing Summary

Pambianchi Christine M reported acquisition or exercise transactions in this Form 4 filing.

Caterpillar Inc. awarded Chief Human Resources Officer Christine M. Pambianchi 3,221 employee stock options on March 2, 2026. The options were granted under the Caterpillar Inc. 2023 Long Term Incentive Plan.

She also received a grant of 1,155 shares of common stock, which includes an adjustment for dividends accrued. The stock options vest in equal one-third installments on the first, second, and third anniversaries of the grant date.

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

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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^*

Pambianchi Christine M

(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 Human Resources 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		1,155	A	$0	3,307(1)	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		3,221		(2)	03/02/2036	Common Stock	3,221	$0	3,221	D

Explanation of Responses:

1. Includes adjustment for dividends accrued.

2. 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 Christine Pambianchi	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 did Caterpillar (CAT) grant to Christine M. Pambianchi in this Form 4?

Caterpillar granted Christine M. Pambianchi 3,221 employee stock options and 1,155 shares of common stock. Both awards were made on March 2, 2026, as part of her compensation, with options issued under the 2023 Long Term Incentive Plan.

When do Christine Pambianchi’s new Caterpillar stock options vest?

The stock options vest in three equal installments over three years. They vest one-third on the first anniversary, one-third on the second anniversary, and one-third on the third anniversary of the March 2, 2026 grant date, creating a multi-year incentive.

Under which plan were the Caterpillar stock options granted to the CHRO?

The 3,221 employee stock options were granted under the Caterpillar Inc. 2023 Long Term Incentive Plan. This plan is used to deliver long-term equity-based compensation, aligning executive interests with shareholders over a multi-year vesting period.

How many Caterpillar common shares does Christine Pambianchi hold after this filing?

After the March 2, 2026 grant, Christine M. Pambianchi holds 3,307 shares of Caterpillar common stock. The reported 1,155-share award includes an adjustment for dividends accrued, increasing her total direct common share holdings to this level.

Does the Caterpillar Form 4 indicate a stock purchase or a compensatory award?

The Form 4 reflects compensatory awards, not open-market purchases. It shows a grant or award acquisition of 3,221 employee stock options and 1,155 common shares at a reported price of zero, consistent with equity compensation rather than cash transactions.