Caterpillar (NYSE: CAT) HR chief has 224 shares withheld to cover taxes

Rhea-AI Filing Summary

Caterpillar Inc.’s Chief Human Resources Officer, Christine M. Pambianchi, had shares withheld to cover taxes on equity compensation. On the tax-withholding date, 224 shares of Common Stock valued at $912.03 per share were withheld to satisfy tax obligations from restricted stock units that vested on May 9, 2025.

After this withholding, she directly holds 3,083 shares of Caterpillar common stock. This was a compensation-related, non-market transaction rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pambianchi Christine M

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	224	$912.03	$204K

Holdings After Transaction: Common Stock — 3,083 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 224 shares Withholding price per share: $912.03 per share Shares held after transaction: 3,083 shares +2 more

5 metrics

Shares withheld for taxes 224 shares Tax-withholding disposition on Common Stock

Withholding price per share $912.03 per share Value used for tax-withholding shares

Shares held after transaction 3,083 shares Direct Common Stock holdings after withholding

Tax-withholding transactions 1 transaction, 224 shares Transaction summary for this Form 4

Derivative positions remaining 0 derivatives No derivative securities listed after this event

Key Terms

restricted stock units, tax-withholding disposition, Common Stock, beneficial ownership

4 terms

restricted stock units financial

"tax obligations arising from the vesting of restricted stock units granted on May 9, 2025"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for Common Stock"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"security_title: Common Stock and 3,083 shares following the transaction"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

beneficial ownership financial

"Form 4 structure reflects changes in beneficial ownership of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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^*

Pambianchi Christine M

(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 Human Resources Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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	05/11/2026		F		224(1)	D	$912.03	3,083	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 obligations arising from the vesting of restricted stock units granted on May 9, 2025.

	/s/ Nicole Puza, POA for Christine M. Pambianchi	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)

FAQ

What did Caterpillar (CAT) executive Christine Pambianchi report in this Form 4?

Christine Pambianchi reported a tax-related share withholding. Caterpillar withheld 224 Common Stock shares at $912.03 each to cover tax obligations from restricted stock units that vested on May 9, 2025, leaving her with 3,083 directly held shares.

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

The reported transaction was not an open-market trade. It was a tax-withholding disposition, where 224 shares were withheld by Caterpillar to satisfy tax obligations from vested restricted stock units, a routine compensation-related event rather than a discretionary buy or sell.

How many Caterpillar (CAT) shares were withheld for taxes in this filing?

The filing shows 224 shares of Caterpillar Common Stock were withheld. These shares, valued at $912.03 per share, were used to satisfy tax obligations arising from the vesting of restricted stock units granted on May 9, 2025.

How many Caterpillar (CAT) shares does Christine Pambianchi hold after this Form 4 event?

After the tax-withholding transaction, Christine Pambianchi directly holds 3,083 shares of Caterpillar Common Stock. This figure reflects her remaining direct ownership after 224 shares were withheld to cover taxes on vested restricted stock units.

What caused the tax obligation in Christine Pambianchi’s Caterpillar (CAT) Form 4?

The tax obligation arose from the vesting of restricted stock units granted on May 9, 2025. When those units vested, 224 Caterpillar Common Stock shares were withheld at $912.03 per share to cover the resulting tax liabilities, as disclosed in the Form 4 footnote.