Caterpillar (CAT) CFO reports stock grant and tax share withholding

Rhea-AI Filing Summary

Caterpillar Inc. Chief Financial Officer Andrew Bonfield reported equity compensation activity in company common stock. On February 10, 2026, he acquired 10,907 shares of Caterpillar common stock in a grant priced at $0 per share, increasing his direct holdings.

On the same date, 4,299 shares were disposed of at $744.83 per share to satisfy tax obligations arising from the vesting of performance-based restricted stock units granted on March 6, 2023. After these transactions, Bonfield directly owned 52,069 Caterpillar shares.

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^*

BONFIELD ANDREW R J

(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)
	Chief Financial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		A		10,907	A	$0	56,367	D
Common Stock	02/10/2026		F		4,299(1)	D	$744.83	52,069	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 performance-based restricted stock units granted March 6, 2023.

	/s/ Nicole Puza, POA for Andrew Bonfield	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).
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FAQ

What insider transactions did Caterpillar (CAT) CFO Andrew Bonfield report?

Caterpillar CFO Andrew Bonfield reported an equity award and related tax withholding. He received 10,907 shares of common stock at $0, and 4,299 shares were withheld at $744.83 to cover taxes from vesting performance-based RSUs.

How many Caterpillar (CAT) shares does the CFO own after this Form 4?

After the reported transactions, CFO Andrew Bonfield directly owns 52,069 shares of Caterpillar common stock. This figure reflects the 10,907-share grant he received and the 4,299 shares withheld to satisfy tax obligations tied to vesting restricted stock units.

Was the Caterpillar (CAT) CFO’s Form 4 transaction an open-market stock sale?

The filing shows no open-market sale by the Caterpillar CFO. Instead, 4,299 shares were withheld to pay taxes triggered by vesting performance-based restricted stock units granted on March 6, 2023, a common mechanism for covering equity award tax liabilities.

What does transaction code A mean in the Caterpillar (CAT) CFO Form 4?

Transaction code A indicates a grant, award, or similar acquisition of securities. For Caterpillar’s CFO, this code reflects the 10,907-share common stock award he received on February 10, 2026, increasing his directly held Caterpillar share position.

What does transaction code F mean in the Caterpillar (CAT) CFO Form 4?

Transaction code F represents shares used to pay an exercise price or tax liability. The Caterpillar CFO had 4,299 shares withheld at $744.83 each to satisfy taxes arising from vesting performance-based restricted stock units granted earlier.

How are Caterpillar (CAT) performance-based RSUs reflected in this Form 4?

The Form 4 notes that the withheld 4,299 shares covered taxes from vesting performance-based restricted stock units granted on March 6, 2023. Upon vesting, shares were delivered, and a portion was retained by the company to meet the CFO’s tax obligations.