Caterpillar (NYSE: CAT) executive logs tax-withholding share disposition

Rhea-AI Filing Summary

Caterpillar Inc. Group President Denise C. Johnson reported a tax-withholding share disposition related to equity compensation. On March 4, 2026, 346 shares of Caterpillar common stock were withheld at a price of $738.42 per share to satisfy tax obligations from the vesting of restricted stock units granted on March 4, 2024. After this withholding transaction, Johnson directly held 49,825 shares of Caterpillar common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Johnson Denise C

Role Group President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	346	$738.42	$255K

Holdings After Transaction: Common Stock — 49,825 shares (Direct)

Footnotes (1)

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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^*

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)
03/04/2026

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	03/04/2026		F		346(1)	D	$738.42	49,825	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 restricted stock units granted on March 4, 2024.

	/s/ Nicole Puza, POA for Denise Johnson	03/06/2026
	** 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 transaction did Caterpillar (CAT) report for Denise C. Johnson?

Caterpillar reported a tax-related share disposition by Group President Denise C. Johnson. On March 4, 2026, 346 common shares were withheld to cover taxes from vesting restricted stock units, at a price of $738.42 per share, leaving her with 49,825 directly held shares.

Was the Caterpillar (CAT) Form 4 transaction an open-market sale?

The Form 4 transaction was not an open-market sale. It was a tax-withholding disposition, where 346 Caterpillar common shares were withheld to satisfy tax obligations from restricted stock units that vested, rather than shares being sold on the open market.

How many Caterpillar (CAT) shares were involved in Denise C. Johnson’s tax withholding?

The tax-withholding transaction involved 346 Caterpillar common shares. These shares were withheld on March 4, 2026 at $738.42 per share to cover taxes arising from the vesting of restricted stock units originally granted on March 4, 2024.

How many Caterpillar (CAT) shares does Denise C. Johnson hold after the reported Form 4?

After the reported Form 4 transaction, Denise C. Johnson directly holds 49,825 Caterpillar common shares. This figure reflects her holdings following the withholding of 346 shares to meet tax obligations tied to the vesting of restricted stock units.

What triggered the share withholding in the Caterpillar (CAT) Form 4 filing?

The share withholding was triggered by the vesting of restricted stock units granted on March 4, 2024. To satisfy the resulting tax obligation, 346 Caterpillar common shares were withheld on March 4, 2026, classified as a tax-withholding disposition under transaction code F.