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

Rhea-AI Filing Summary

Caterpillar Group President Denise C. Johnson reported multiple stock transactions dated February 2, 2026. She exercised employee stock options covering 11,810 shares at $196.70 and 45,291 shares at $219.76, converting them into Caterpillar common stock.

To cover tax obligations, she had 3,399 and 14,564 shares withheld at $683.39 per share. She also completed several open-market sales of Caterpillar common stock in separate blocks, including 7,411 shares at a weighted average price of $680.11 and 20,145 shares at $680.76. After these transactions, she directly owned 43,350 shares of Caterpillar common stock and 23,978 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

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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^*

Johnson Denise C

(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)
02/02/2026

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	02/02/2026		M		11,810	A	$196.7	55,160	D
Common Stock	02/02/2026		F		3,399	D	$683.39	51,761	D
Common Stock	02/02/2026		S		1,000	D	$678.52(1)	50,761	D
Common Stock	02/02/2026		S		7,411	D	$680.11(2)	43,350	D
Common Stock	02/02/2026		M		45,291	A	$219.76	86,641	D
Common Stock	02/02/2026		F		14,564	D	$683.39	74,077	D
Common Stock	02/02/2026		S		1,431	D	$680.11(2)	72,646	D
Common Stock	02/02/2026		S		20,145	D	$680.76(3)	52,501	D
Common Stock	02/02/2026		S		2,994	D	$681.69(4)	49,507	D
Common Stock	02/02/2026		S		2,761	D	$682.84(5)	46,746	D
Common Stock	02/02/2026		S		2,258	D	$683.9(6)	44,488	D
Common Stock	02/02/2026		S		1,138	D	$684.93(7)	43,350	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	$196.7	02/02/2026		M			11,810	(8)	03/07/2032	Common Stock	11,810	$196.7	23,978	D
Employee Stock Options	$219.76	02/02/2026		M			45,291	(9)	03/01/2031	Common Stock	45,291	$219.76	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $678.25 to $678.82. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed in multiple trades at prices ranging from $679.35 to $680.32. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $680.35 to $681.29. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $681.35 to $682.33. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $682.38 to $683.36. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $683.37 to $684.33. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in a trade at a price of $684.93. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. 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 third anniversaries of the grant date.

9. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments in the first, second and third anniversaries of the grant date.

	/s/ Nicole Puza, POA for Denise Johnson	02/04/2026
	** 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 transaction did Caterpillar (CAT) executive Denise Johnson report?

Denise C. Johnson, Caterpillar’s Group President, reported exercising employee stock options and related stock transactions. She converted options into common shares, had shares withheld to satisfy tax obligations, and sold several share blocks in the open market, updating her direct ownership position.

How many Caterpillar options did Denise Johnson exercise on February 2, 2026?

She exercised 11,810 employee stock options at $196.70 and 45,291 options at $219.76. These option exercises converted derivative positions into Caterpillar common stock, forming the basis for subsequent share withholding for taxes and multiple open-market sales disclosed in the filing.

At what prices did Denise Johnson sell Caterpillar (CAT) shares?

She sold Caterpillar common stock in multiple trades at weighted average prices including $678.52, $680.11, $680.76, $681.69, $682.84, $683.90 and $684.93. Several of these prices reflect averages across numerous executions within narrow intraday trading ranges disclosed in footnotes.

How many Caterpillar shares does Denise Johnson own after these transactions?

Following the reported transactions, Denise C. Johnson directly owned 43,350 shares of Caterpillar common stock. In addition, she held 23,978 employee stock options, representing rights to acquire further shares under Caterpillar’s 2014 Long-Term Incentive Plan, subject to their specific vesting and exercise terms.

Why were some Caterpillar shares withheld in Denise Johnson’s Form 4?

The filing shows withholding transactions coded “F” for 3,399 and 14,564 shares at $683.39 per share. These represent shares withheld by Caterpillar to satisfy tax obligations arising from the exercise of employee stock options, rather than open-market sales initiated by the executive.

What incentive plans are linked to Denise Johnson’s Caterpillar options?

The employee stock options exercised were granted under the Caterpillar Inc. 2014 Long-Term Incentive Plan. Footnotes state grants on March 7, 2022 and March 1, 2021, each vesting in equal one-third increments on the first, second, and third anniversaries of the respective grant dates.