Caterpillar (CAT) CAO granted 638 shares; 165 withheld

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Caterpillar Inc. Chief Accounting Officer William E. Schaupp reported equity compensation activity on February 10, 2026. He acquired 638 shares of common stock at $0 per share as a grant or award, increasing his direct holdings to 1,962 shares before tax withholding. On the same date, 165 shares were disposed of at $744.83 per share to satisfy tax obligations from the vesting of performance-based restricted stock units granted on March 6, 2023, leaving him with 1,796 directly held shares of Caterpillar common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schaupp William E

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	638	$0.00	--
Tax Withholding	Common Stock	165	$744.83	$123K

Holdings After Transaction: Common Stock — 1,962 shares (Direct)

Footnotes (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 →

02/12/2026 - 07:48 PM

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^*

Schaupp William E

(Last)

(First)

(Middle)

5205 N. O'CONNOR BOULEVARD, SUITE 100

(Street)

IRVING

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 Accounting 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		A		638	A	$0	1,962⁽²⁾	D
Common Stock	02/10/2026		F		165⁽¹⁾	D	$744.83	1,796	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 William Schaupp	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Caterpillar (CAT) report for William E. Schaupp?

Caterpillar Chief Accounting Officer William E. Schaupp reported a stock grant of 638 common shares and a tax-related disposal of 165 shares. Both transactions occurred on February 10, 2026, and relate to equity compensation rather than open-market buying or selling.

How many Caterpillar (CAT) shares did William E. Schaupp receive in the latest filing?

William E. Schaupp received 638 shares of Caterpillar common stock as a grant on February 10, 2026. This grant was recorded at $0 per share, reflecting equity compensation rather than a cash purchase in the open market.

Why were 165 Caterpillar (CAT) shares disposed of in William E. Schaupp’s Form 4?

The 165 Caterpillar shares were withheld to cover tax obligations arising from the vesting of performance-based restricted stock units. The shares were valued at $744.83 each, providing a non-cash method for paying associated taxes on the vested awards.

What are William E. Schaupp’s Caterpillar (CAT) shareholdings after these transactions?

After the February 10, 2026 transactions, William E. Schaupp directly owns 1,796 shares of Caterpillar common stock. This figure reflects the 638-share grant and the 165 shares withheld for taxes tied to prior performance-based restricted stock units.

Are William E. Schaupp’s Caterpillar (CAT) transactions open-market buys or sells?

The transactions are not open-market trades. The 638 shares represent a grant or award, while the 165-share disposition represents shares withheld to satisfy tax liabilities from vesting performance-based restricted stock units granted on March 6, 2023.

What type of equity award is referenced in William E. Schaupp’s Caterpillar (CAT) filing?

The filing references performance-based restricted stock units granted on March 6, 2023. The February 10, 2026 activity reflects vesting of these units, a related stock grant, and share withholding to meet the resulting tax obligation.