Caterpillar (NYSE: CAT) CLO reports share grant and tax withholding

Rhea-AI Filing Summary

Caterpillar Inc.'s Chief Legal Officer Derek Owens reported routine equity compensation activity. On February 10, 2026, he acquired 514 shares of common stock at $0 per share as a grant, increasing his direct holdings to 7,590 shares. On the same day, 134 shares were withheld at $744.83 per share to cover taxes tied to vesting performance-based restricted stock units granted March 6, 2023, leaving him with 7,457 shares held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Owens Derek

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	514	$0.00	--
Tax Withholding	Common Stock	134	$744.83	$100K

Holdings After Transaction: Common Stock — 7,590 shares (Direct)

Footnotes (1)

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. Includes adjustment for dividends accrued.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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		514	A	$0	7,590(2)	D
Common Stock	02/10/2026		F		134(1)	D	$744.83	7,457	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 performance-based restricted stock units granted March 6, 2023.

2. Includes adjustment for dividends accrued.

	/s/ Nicole Puza, POA for Derek Owens	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.
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 Caterpillar (CAT) report for Derek Owens?

Derek Owens reported a routine stock grant and tax withholding. He received 514 Caterpillar common shares as an equity award and had 134 shares withheld to cover taxes from vesting performance-based restricted stock units granted in 2023.

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

After the reported transactions, Derek Owens directly owns 7,457 shares of Caterpillar common stock. His holdings first rose to 7,590 shares after the grant of 514 shares, then decreased when 134 shares were withheld to satisfy related tax obligations.

What was the purpose of the 134 Caterpillar (CAT) shares withheld?

The 134 shares were withheld to satisfy Derek Owens’ tax obligation from vesting performance-based restricted stock units granted on March 6, 2023. This is a common method of covering taxes by delivering a portion of vested shares.

At what price were the withheld Caterpillar (CAT) shares valued?

The 134 shares withheld for taxes were valued at $744.83 per share. This price is used to determine the value of shares delivered to meet the tax liability arising from the vesting of the performance-based restricted stock units.

Did Derek Owens buy Caterpillar (CAT) shares on the open market?

No, Derek Owens did not buy shares on the open market. He received 514 shares as a grant or award at $0 per share, and 134 shares were withheld to cover taxes on vested restricted stock units.

What role does Derek Owens hold at Caterpillar (CAT)?

Derek Owens serves as Chief Legal Officer at Caterpillar Inc. The reported Form 4 transactions reflect routine equity compensation for an executive officer, including a stock grant and shares withheld to satisfy tax obligations tied to performance-based awards.