Caterpillar (NYSE: CAT) CLO reports 338-share tax-withholding disposition

Rhea-AI Filing Summary

Caterpillar Inc. Chief Legal Officer Derek Owens reported a disposition of company common stock tied to equity compensation. On the vesting of restricted stock units granted on March 4, 2024, 338 shares were withheld to satisfy his tax obligation at a price of $738.42 per share. After this tax-withholding transaction, Owens directly owned 8,203 shares of Caterpillar common stock.

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^*

Owens Derek

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		F		338(1)	D	$738.42	8,203	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 on March 4, 2024.

	/s/ Nicole Puza, POA for Derek Owens	03/06/2026
	** 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 transaction did Caterpillar (CAT) report for Derek Owens?

Caterpillar reported that Chief Legal Officer Derek Owens had 338 shares of common stock withheld. The shares were used to cover taxes arising from the vesting of restricted stock units granted on March 4, 2024, rather than from an open-market sale.

How many Caterpillar (CAT) shares were withheld for Derek Owens’s tax obligations?

A total of 338 Caterpillar common shares were withheld for Derek Owens. The shares were applied to satisfy a tax obligation triggered by the vesting of restricted stock units granted on March 4, 2024, according to the Form 4 footnote disclosure.

At what price were Derek Owens’s Caterpillar (CAT) shares withheld?

The 338 Caterpillar shares withheld for Derek Owens’s tax obligation were valued at $738.42 per share. This price is used in the Form 4 to describe the tax-withholding disposition connected to the vesting of restricted stock units granted on March 4, 2024.

How many Caterpillar (CAT) shares does Derek Owens own after this Form 4 transaction?

Following the reported tax-withholding disposition, Derek Owens directly owns 8,203 Caterpillar common shares. This post-transaction balance reflects his remaining direct holdings after 338 shares were withheld to satisfy taxes from restricted stock unit vesting.

Was Derek Owens’s Caterpillar (CAT) transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 shows a tax-withholding disposition, where 338 shares were withheld from Derek Owens to cover a tax obligation from restricted stock units vesting on March 4, 2024.