Caterpillar (NYSE: CAT) chair receives stock grant and tax withholding

Rhea-AI Filing Summary

Caterpillar Inc.’s Executive Chairman Donald J. Umpleby III reported equity compensation and related tax withholding. On February 10, 2026, he received a grant of 34,986 shares of common stock at $0 per share, described as a grant, award, or other acquisition.

On the same date, 13,571 shares of common stock at $744.83 per share were withheld to satisfy tax obligations from vesting performance-based restricted stock units granted March 6, 2023. After these transactions, he directly held 467,294 common shares, with additional indirect holdings of 59,000 shares in an irrevocable trust for descendants, 36,060 shares in a children’s irrevocable trust, and 1,031 shares held in a 401(k) plan based on a January 31, 2026 statement.

Insider Trade Summary

Net Buyer: 21,415 shares

Net Buy 5 txns

Insider Umpleby III Donald J

Role Executive Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	34,986	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	13,571	$744.83	$10.11M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 467,294 shares (Direct); Common Stock — 59,000 shares (Indirect, Held by Irrevocable Trust for Descendants); Common Stock — 36,060 shares (Indirect, Held by Children's Irrevocable Trust); Common Stock — 1,031 shares (Indirect, Held by 401(k) Plan)

Footnotes (2)

1. F1. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of performance-based restricted stock units granted March 6, 2023.
2. F2. The information in this report is based on a 401(k) plan statement dated as of January 31, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/12/2026 - 07:52 PM Learn about SEC filing dates

FAQ

What insider transactions did CAT Executive Chairman Donald Umpleby report?

Donald Umpleby reported a grant of 34,986 Caterpillar common shares and a tax-withholding disposition of 13,571 shares on February 10, 2026. These moves reflect equity compensation and shares withheld to cover associated tax obligations from vesting performance-based restricted stock units.

How many Caterpillar (CAT) shares does Donald Umpleby directly own after this Form 4?

After the reported transactions, Donald Umpleby directly owns 467,294 shares of Caterpillar common stock. This figure reflects both the new equity grant and the shares withheld for taxes, as disclosed in the Form 4 insider trading report filed for February 10, 2026.

What was the purpose of the 13,571 Caterpillar shares withheld from Donald Umpleby?

The 13,571 Caterpillar shares were withheld to satisfy Umpleby’s tax obligation arising from the vesting of performance-based restricted stock units granted on March 6, 2023. The shares are reported at a value of $744.83 per share in the Form 4 filing.

What indirect Caterpillar shareholdings are associated with Donald Umpleby?

Umpleby has indirect ownership of 59,000 Caterpillar shares through an irrevocable trust for descendants, 36,060 shares through a children’s irrevocable trust, and 1,031 shares held in a 401(k) plan, based on a statement dated January 31, 2026.

What transaction code describes Donald Umpleby’s Caterpillar stock grant?

The Caterpillar stock grant to Donald Umpleby is reported with transaction code A, meaning a grant, award, or other acquisition of 34,986 common shares at $0 per share. This reflects equity compensation rather than an open-market purchase of stock.

How is the tax-withholding transaction coded in Donald Umpleby’s Form 4 for CAT?

The tax-withholding transaction uses code F, indicating payment of tax liability by delivering securities. In this case, 13,571 Caterpillar common shares valued at $744.83 per share were withheld to cover taxes from vesting performance-based 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

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^*

Umpleby III Donald J

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		A		34,986	A	$0	480,865	D
Common Stock	02/10/2026		F		13,571(1)	D	$744.83	467,294	D
Common Stock								59,000	I	Held by Irrevocable Trust for Descendants
Common Stock								36,060	I	Held by Children's Irrevocable Trust
Common Stock								1,031	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

Explanation of Responses:

1. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of performance-based restricted stock units granted March 6, 2023.

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 Donald James Umpleby III	02/12/2026
	** 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.
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