STOCK TITAN

Caterpillar (NYSE: CAT) exec sells 9,152 shares, exercises 12,000 options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Caterpillar Inc. Group President Anthony D. Fassino executed a combined option exercise, tax withholding, and share sale in Caterpillar common stock. He exercised 12,000 employee stock options at $219.76 per share granted under the Caterpillar Inc. 2014 Long-Term Incentive Plan and received the underlying common shares.

To cover taxes, 2,848 shares were disposed of as a tax-withholding transaction at $925.74 per share. He then completed open-market sales of 8,802 shares at a weighted average price of $926.23 and 350 shares at a weighted average price of $926.83, each executed in multiple trades within the price ranges specified in the footnotes. After these transactions, Fassino directly owns 46,041 shares of Caterpillar common stock and indirectly holds 1,508 shares through a 401(k) plan as of an April 30, 2026 statement.

Positive

  • None.

Negative

  • None.
Insider Fassino Anthony D.
Role Group President
Sold 9,152 shs ($8.48M)
Type Security Shares Price Value
Exercise Employee Stock Options 12,000 $219.76 $2.64M
Exercise Common Stock 12,000 $219.76 $2.64M
Tax Withholding Common Stock 2,848 $925.74 $2.64M
Sale Common Stock 8,802 $926.23 $8.15M
Sale Common Stock 350 $926.83 $324K
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Options — 21,403 shares (Direct, null); Common Stock — 58,041 shares (Direct, null); Common Stock — 1,508 shares (Indirect, Held by 401(k) plan)
Footnotes (1)
  1. This transaction was executed in multiple trades at prices ranging from $925.67 to $926.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $926.67 to $926.85. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The information in this report is based on a 401(k) plan statement dated as of April 30, 2026. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.
Options exercised 12,000 shares at $219.76 Employee stock options converted to common stock
Open-market sale 1 8,802 shares at $926.23 Weighted average sale price, executed in multiple trades
Open-market sale 2 350 shares at $926.83 Weighted average sale price, executed in multiple trades
Tax withholding shares 2,848 shares at $925.74 Shares disposed to cover tax liabilities
Direct holdings after transactions 46,041 shares Caterpillar common stock held directly by executive
401(k) plan holdings 1,508 shares Indirect Caterpillar common stock held via 401(k) as of April 30, 2026
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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.
Employee Stock Options financial
"security_title": "Employee Stock Options""
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.
weighted average sale price financial
"The price reported above reflects the weighted average sale price."
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.
Long-Term Incentive Plan financial
"granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021"
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.
SEC Form 4
FORM 4UNITED 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*
Fassino Anthony D.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Group President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/06/2026M12,000A$219.7658,041D
Common Stock05/06/2026F2,848D$925.7455,193D
Common Stock05/06/2026S8,802D$926.23(1)46,391D
Common Stock05/06/2026S350D$926.83(2)46,041D
Common Stock1,508IHeld by 401(k) plan(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Options$219.7605/06/2026M12,000 (4)03/01/2031Common Stock12,000$219.7621,403D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $925.67 to $926.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
2. This transaction was executed in multiple trades at prices ranging from $926.67 to $926.85. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. The information in this report is based on a 401(k) plan statement dated as of April 30, 2026.
4. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.
/s/ Nicole Puza, POA for Anthony Fassino05/07/2026
** Signature of Reporting PersonDate
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 Anthony Fassino report in this Form 4?

Anthony D. Fassino reported exercising 12,000 employee stock options and related transactions in Caterpillar common stock. The filing shows tax-withholding share dispositions and open-market sales, along with his updated direct and 401(k) plan holdings after these moves.

How many Caterpillar (CAT) shares did the executive sell in the open market?

He sold 8,802 Caterpillar common shares at a weighted average price of $926.23 and 350 shares at a weighted average price of $926.83. Each sale was executed in multiple trades within narrow price ranges disclosed in the footnotes.

How many Caterpillar (CAT) stock options did the executive exercise and at what price?

He exercised 12,000 employee stock options at $219.76 per share. These options were granted under the Caterpillar Inc. 2014 Long-Term Incentive Plan and relate to underlying Caterpillar common stock, with vesting in equal one-third increments on three anniversaries.

What portion of Caterpillar (CAT) shares were used for tax withholding?

A total of 2,848 Caterpillar common shares were disposed of as a tax-withholding transaction at $925.74 per share. This represents shares withheld to satisfy tax obligations associated with the option exercise rather than an open-market sale by the executive.

How many Caterpillar (CAT) shares does the executive hold after these transactions?

Following the reported transactions, Anthony D. Fassino directly owns 46,041 shares of Caterpillar common stock. In addition, he indirectly holds 1,508 shares through a 401(k) plan, based on a plan statement dated April 30, 2026, as noted in the footnotes.

What does the Form 4 reveal about Caterpillar (CAT) 401(k) plan holdings?

The Form 4 shows 1,508 Caterpillar common shares held indirectly for Anthony D. Fassino in a 401(k) plan. This information is based on a 401(k) plan statement dated April 30, 2026, indicating retirement-plan ownership separate from his directly held shares.