Caterpillar (NYSE: CAT) exec gets stock awards, tax share withholding

Rhea-AI Filing Summary

Caterpillar Inc. Group President Denise C. Johnson reported routine equity compensation activity. On March 2, she received 4,601 employee stock options and 1,650 shares of common stock as grants at a stated price of $0.00 per share. The options were granted under the Caterpillar Inc. 2023 Long Term Incentive Plan and vest in equal one-third increments on the first, second and third anniversaries of the grant date. On March 3, 337 common shares at $719.13 per share were withheld to cover tax obligations from the vesting of restricted stock units granted March 3, 2025. After these transactions, she directly held 50,171 shares of common stock and 4,601 stock options.

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

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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)
03/02/2026

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	03/02/2026		A		1,650	A	$0	50,508(1)	D
Common Stock	03/03/2026		F		337(2)	D	$719.13	50,171	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
Employee Stock options	$752.18	03/02/2026		A		4,601		(3)	03/02/2036	Common Stock	4,601	$0	4,601	D

Explanation of Responses:

1. Includes adjustment for dividends accrued.

2. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of restricted stock units granted March 3, 2025.

3. The stock options were granted pursuant to the Caterpillar Inc. 2023 Long Term Incentive Plan and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

	/s/ Nicole Puza, POA for Denise Johnson	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What did Caterpillar (CAT) executive Denise C. Johnson report in this Form 4?

Denise C. Johnson reported routine equity compensation activity, including stock option and share grants plus tax-related share withholding. These transactions reflect standard long-term incentive awards and tax settlement, rather than open-market buying or selling of Caterpillar stock.

How many Caterpillar (CAT) stock options were granted to Denise C. Johnson?

She was granted 4,601 employee stock options. The grant was made under the Caterpillar Inc. 2023 Long Term Incentive Plan and the options vest in three equal annual installments, starting on the first anniversary of the grant date and continuing on the second and third.

How many Caterpillar (CAT) common shares were granted to Denise C. Johnson?

She acquired 1,650 shares of Caterpillar common stock as a grant at a stated price of zero. This represents a stock award rather than a market purchase, and increased her directly held share count before subsequent tax withholding activity.

Why were 337 Caterpillar (CAT) shares withheld from Denise C. Johnson?

337 shares were withheld to satisfy tax obligations arising from the vesting of restricted stock units granted on March 3, 2025. This tax-withholding disposition occurred at a price of $719.13 per share and does not represent an open-market sale by the executive.

What is Denise C. Johnson’s Caterpillar (CAT) ownership after these transactions?

After the reported transactions, she directly held 50,171 shares of Caterpillar common stock and 4,601 employee stock options. These holdings reflect her updated equity position following the awards and related tax withholding tied to previously granted restricted stock units.

How do the new Caterpillar (CAT) stock options for Denise C. Johnson vest?

The 4,601 stock options vest in three equal one-third installments. Vesting occurs on the first, second and third anniversaries of the grant date, aligning the executive’s incentives with longer-term Caterpillar performance under the 2023 Long Term Incentive Plan.