Caterpillar (CAT) Group President gets new stock awards and tax withholding

Rhea-AI Filing Summary

Caterpillar Inc. Group President Rodney Michael Shurman reported equity compensation changes. On March 2, 2026, he received a grant of 1,320 shares of common stock and 3,681 employee stock options under the 2023 Long Term Incentive Plan. On March 3, 2026, 100 shares of common stock were withheld to cover taxes from previously granted restricted stock units.

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^*

Shurman Rodney Michael

(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)
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		1,320	A	$0	2,763	D
Common Stock	03/03/2026		F		100(1)	D	$719.13	2,663	D
Common Stock								6,745	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
Employee Stock options	$752.18	03/02/2026		A		3,681		(3)	03/02/2036	Common Stock	3,681	$0	3,681	D

Explanation of Responses:

1. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of restricted stock units granted March 3, 2025.

2. The information in this report is based on a 401(k) plan statement as of February 28, 2026.

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 Rodney Shurman	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 equity awards did CAT executive Rodney Michael Shurman receive?

Rodney Michael Shurman received 1,320 shares of Caterpillar common stock and 3,681 employee stock options on March 2, 2026. These awards were granted under Caterpillar’s 2023 Long Term Incentive Plan and are structured to vest in equal one-third increments over three years.

How do the new Caterpillar stock options for Shurman vest?

The 3,681 Caterpillar employee stock options granted to Rodney Michael Shurman vest in three equal parts. They vest on the first, second, and third anniversaries of the March 2, 2026 grant date, aligning his compensation with longer-term company performance and retention goals.

Why were 100 shares of Caterpillar stock disposed of in this Form 4?

The 100 Caterpillar common shares reported as disposed were withheld to satisfy tax obligations. This tax-withholding disposition arose from the vesting of restricted stock units granted on March 3, 2025, rather than from an open-market sale by Rodney Michael Shurman.

What Caterpillar stock does Shurman hold through his 401(k) plan?

Rodney Michael Shurman indirectly holds 6,745 shares of Caterpillar common stock through a 401(k) plan. This figure is based on a 401(k) plan statement dated February 28, 2026, and reflects retirement-plan holdings separate from his directly owned shares and stock options.

How many Caterpillar shares does Shurman own directly after these transactions?

After the reported transactions, Rodney Michael Shurman directly owns 2,663 shares of Caterpillar common stock. This includes the 1,320-share grant on March 2, 2026, and reflects the 100-share tax withholding on March 3, 2026, as disclosed in the filing.

What is the nature of the tax-withholding transaction price on Caterpillar shares?

The tax-withholding disposition involved 100 Caterpillar shares valued at $719.13 per share. These shares were withheld from Rodney Michael Shurman to cover tax liabilities arising from the vesting of earlier restricted stock units, not sold in the open market.