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

Rhea-AI Filing Summary

Caterpillar Inc. Chief Accounting Officer William E. Schaupp reported routine equity compensation and related tax withholding transactions. On March 2, 2026, he acquired 285 employee stock options and 102 shares of common stock at a price per share of $0.0000 as grant/award acquisitions. The stock options were granted under the Caterpillar Inc. 2023 Long Term Incentive Plan and vest in equal one-third increments on each of the first, second and third anniversaries of the grant date.

On March 3, 2026, 18 shares of common stock at $719.13 per share were disposed of through a tax-withholding transaction to satisfy obligations arising from the vesting of restricted stock units granted on March 3, 2025. After these transactions, he directly holds 909 shares of common stock and 285 employee stock options.

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^*

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)
03/02/2026

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		102	A	$0	927(1)	D
Common Stock	03/03/2026		F		18(2)	D	$719.13	909	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		285		(3)	03/02/2036	Common Stock	285	$0	285	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 William Schaupp	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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FAQ

What insider transactions did Caterpillar (CAT) report for William E. Schaupp?

Caterpillar reported that Chief Accounting Officer William E. Schaupp received equity awards and a related tax-withholding disposition. He was granted 285 employee stock options and 102 common shares, and 18 shares were withheld to cover taxes on restricted stock units vesting.

How many Caterpillar (CAT) stock options did William E. Schaupp acquire?

William E. Schaupp acquired 285 Caterpillar employee stock options. These options were granted under the Caterpillar Inc. 2023 Long Term Incentive Plan and vest in equal one-third installments on each of the first, second and third anniversaries of the March 2, 2026 grant date.

What was the purpose of the 18 Caterpillar (CAT) shares disposed by William E. Schaupp?

The 18 Caterpillar shares were withheld to satisfy a tax obligation. The tax liability arose from the vesting of restricted stock units that were originally granted on March 3, 2025, and the shares were valued at $719.13 each for this withholding.

How many Caterpillar (CAT) common shares does William E. Schaupp own after these transactions?

After the reported transactions, William E. Schaupp directly owns 909 shares of Caterpillar common stock. This figure reflects the March 2, 2026 equity grants and the March 3, 2026 tax-withholding share disposition tied to restricted stock unit vesting.

Are William E. Schaupp’s Caterpillar (CAT) option grants part of a long-term incentive plan?

Yes, the 285 employee stock options granted to William E. Schaupp are part of the Caterpillar Inc. 2023 Long Term Incentive Plan. They vest in three equal annual installments beginning one year after the March 2, 2026 grant date, encouraging long-term alignment.

Did William E. Schaupp buy or sell Caterpillar (CAT) shares in the open market?

The filing does not show open-market buys or sells. Instead, it reports equity grants at a $0.0000 price and a tax-withholding disposition of 18 shares used to cover taxes from restricted stock unit vesting, rather than a discretionary market sale.