Caterpillar (NYSE: CAT) Group President exercises options and sells stock

Rhea-AI Filing Summary

Caterpillar Inc. Group President Anthony D. Fassino reported several share transactions dated February 6, 2026. He exercised employee stock options for 8,288 shares of common stock at $196.7 per share, increasing his directly held common stock before subsequent transactions.

On the same date, he disposed of 2,255 shares in a transaction coded “F” at $722.8 per share and separately sold 6,033 shares in a transaction coded “S” at $722.15 per share, leaving 41,151 common shares held directly. He also has 1,502 shares held indirectly through a 401(k) plan based on a statement dated January 31, 2026. Following the option exercise, the reported employee stock option position is 0 derivatives remaining.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fassino Anthony D.

(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)
02/06/2026

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	02/06/2026		M		8,288	A	$196.7	49,439	D
Common Stock	02/06/2026		F		2,255	D	$722.8	47,184	D
Common Stock	02/06/2026		S		6,033	D	$722.15	41,151	D
Common Stock								1,502	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	$196.7	02/06/2026		M			8,288	(1)	03/07/2032	Common Stock	8,288	$196.7	0	D

Explanation of Responses:

1. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 7, 2022 and vest equally in 1/3 increments in the first, second and thired anniversaries of the grant date.

2. The information in this report is based on a 401(k) plan statement dated as of January 31, 2026.

	/s/ Nicole Puza, POA for Anthony Fassino	02/09/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CAT executive Anthony Fassino report?

Anthony D. Fassino reported exercising 8,288 Caterpillar common shares at $196.7 and disposing of 2,255 shares at $722.8 plus 6,033 shares at $722.15 on February 6, 2026, leaving 41,151 shares held directly and 1,502 shares held via a 401(k) plan.

How many Caterpillar (CAT) shares does Anthony Fassino own after these Form 4 transactions?

After the reported transactions, Anthony D. Fassino beneficially owns 41,151 Caterpillar common shares directly and 1,502 shares indirectly through a 401(k) plan, based on a plan statement dated January 31, 2026, as disclosed in the Form 4 filing.

What stock options did Caterpillar executive Anthony Fassino exercise on February 6, 2026?

On February 6, 2026, Anthony D. Fassino exercised employee stock options covering 8,288 Caterpillar common shares at an exercise price of $196.7 per share. These options were granted under the Caterpillar Inc. 2014 Long-Term Incentive Plan and are now reported as zero remaining following the exercise.

At what prices did Anthony Fassino’s Caterpillar (CAT) stock transactions occur?

The Form 4 shows an option exercise at $196.7 per share for 8,288 shares, a transaction coded “F” involving 2,255 shares at $722.8 per share, and a sale coded “S” of 6,033 shares at $722.15 per share, all dated February 6, 2026.

What is the nature of Anthony Fassino’s indirect Caterpillar share ownership?

Anthony D. Fassino’s indirect Caterpillar ownership consists of 1,502 common shares held by a 401(k) plan. The amount is based on a 401(k) plan statement dated January 31, 2026, as specifically noted in the explanatory footnotes to the Form 4 filing.

Under which plan were Anthony Fassino’s Caterpillar stock options granted?

The exercised stock options were granted under the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 7, 2022. According to the footnote, they vest in equal one-third increments on the first, second, and third anniversaries of the March 7, 2022 grant date.