Caterpillar CFO granted shares and stock options

Caterpillar Inc. Chief Financial Officer Kyle Joseph Epley reported routine equity compensation awards.

Rhea-AI Filing Summary

Caterpillar Inc. Chief Financial Officer Kyle Joseph Epley reported routine equity compensation awards. He received a grant of 515 shares of common stock, bringing his direct holdings to 17,705 shares. He was also granted 1,394 employee stock options with an exercise price of $897.45 per share, expiring on May 8, 2036.

The stock options were granted under the Caterpillar Inc. 2023 Long-Term Incentive Plan and vest in three equal installments: one-third on the first anniversary of the grant date, one-third on March 2, 2028, and one-third on March 2, 2029. In addition, Epley reported indirect ownership of 3,186 common shares held in a 401(k) plan based on a statement dated as of April 30, 2026.

Insider Trade Summary

Grant/Award: 1,909 shares

Grant/Award 3 txns

Insider Epley Kyle Joseph

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Options	1,394	$0.00	$0.00
Grant/Award	Common Stock	515	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Options — 1,394 contracts (Direct); Common Stock — 17,705 shares (Direct); Common Stock — 3,186 shares (Indirect, Held by 401(k) plan)

Footnotes (2)

1. F1. The information in this report is based on a 401(k) plan statement dated as of April 30, 2026.
2. F2. The stock options were granted pursuant to the Caterpillar Inc. 2023 Long-Term Incentive Plan and vest equally in 1/3 increments. 1/3 vests on the first anniversary of the grant date; 1/3 vests on March 2, 2028 and 1/3 vests on March 2, 2029.

Key Figures

Stock grant: 515 shares Direct holdings after grant: 17,705 shares Stock options granted: 1,394 options +3 more

6 metrics

Stock grant 515 shares Common stock awarded to CFO on May 8, 2026

Direct holdings after grant 17,705 shares Caterpillar common stock directly owned by CFO after award

Stock options granted 1,394 options Employee stock options granted on May 8, 2026

Option exercise price $897.45 per share Exercise price for new employee stock options

Option expiration May 8, 2036 Expiration date of granted employee stock options

401(k) plan shares 3,186 shares Indirect Caterpillar holdings in 401(k) as of April 30, 2026

Key Terms

401(k) plan, Employee Stock Options, Long-Term Incentive Plan, vesting

4 terms

401(k) plan financial

"The information in this report is based on a 401(k) plan statement dated as of April 30, 2026."

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Employee Stock Options financial

"security_title: Employee Stock Options, transaction_type: derivative"

Employee stock options are contracts that give workers the right to buy a company's shares at a set price sometime in the future, like a coupon that lets you purchase stock at today’s price later on. Investors care because they align employees’ incentives with company performance and create a potential future claim on shares that can reduce existing owners’ percentage and add to a company’s reported compensation costs.

Long-Term Incentive Plan financial

"The stock options were granted pursuant to the Caterpillar Inc. 2023 Long-Term Incentive Plan and vest equally in 1/3 increments."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

vesting financial

"1/3 vests on the first anniversary of the grant date; 1/3 vests on March 2, 2028 and 1/3 vests on March 2, 2029."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Caterpillar (CAT) CFO Kyle Epley report in this Form 4?

Caterpillar CFO Kyle Epley reported routine equity compensation changes, including a stock grant and new stock options. The filing also updates his direct share ownership and 401(k) plan holdings, giving a clearer picture of his total Caterpillar equity position.

How many Caterpillar (CAT) shares were granted to the CFO?

Kyle Epley received a grant of 515 shares of Caterpillar common stock. After this award, his direct holdings increased to 17,705 shares, reflecting stock-based compensation rather than an open-market purchase of Caterpillar shares.

What stock options did the Caterpillar (CAT) CFO receive?

Epley was granted 1,394 employee stock options on Caterpillar shares with an exercise price of $897.45 per share. These options expire on May 8, 2036 and represent a long-term incentive component of his compensation package.

How do the new Caterpillar (CAT) options granted to the CFO vest?

The 1,394 stock options vest in three equal parts under Caterpillar’s 2023 Long-Term Incentive Plan. One-third vests on the first anniversary of the grant date, one-third on March 2, 2028, and the final third on March 2, 2029.

What are the Caterpillar (CAT) CFO’s reported 401(k) holdings?

Epley reported indirect ownership of 3,186 Caterpillar common shares held in a 401(k) plan. This figure is based on a 401(k) plan statement dated as of April 30, 2026, reflecting retirement-plan holdings separate from his directly owned shares.

Did the Caterpillar (CAT) CFO buy or sell shares on the open market?

The Form 4 shows no open-market buys or sells by the CFO. Reported changes are from a 515-share grant and 1,394 stock options awarded as compensation, plus an updated 401(k) balance, not discretionary market trading in Caterpillar stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 01:23 PM EDT Learn about SEC filing dates

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^*

Epley Kyle Joseph

(Last) (First) (Middle)

5205 N. O'CONNOR BOULEVARD, SUITE 100

(Street)

IRVING TEXAS 75039

(City) (State) (Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/08/2026		A		515	A	$0	17,705	D
Common Stock								3,186	I	Held by 401(k) plan(1)

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	$897.45	05/08/2026		A		1,394		(2)	05/08/2036	Common Stock	1,394	$0	1,394	D

Explanation of Responses:

1. The information in this report is based on a 401(k) plan statement dated as of April 30, 2026.

2. The stock options were granted pursuant to the Caterpillar Inc. 2023 Long-Term Incentive Plan and vest equally in 1/3 increments. 1/3 vests on the first anniversary of the grant date; 1/3 vests on March 2, 2028 and 1/3 vests on March 2, 2029.

	/s/ Nicole Puza, POA for Kyle J. Epley	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)