Caterpillar (NYSE: CAT) group president reports stock grant, tax withholding

Rhea-AI Filing Summary

Caterpillar Inc. group president Bob De Lange reported equity compensation activity in company common stock. On February 10, 2026, he acquired 9,055 shares at $0 per share through a grant or award. The same day, 4,011 shares were disposed of at $744.83 per share to satisfy tax obligations from vesting performance-based restricted stock units granted March 6, 2023. After these transactions, he directly owned 84,997 Caterpillar common 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^*

De Lange Bob

(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)
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		9,055	A	$0	89,008	D
Common Stock	02/10/2026		F		4,011(1)	D	$744.83	84,997	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 Bob De Lange	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.
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FAQ

What insider transactions did Caterpillar (CAT) report for Bob De Lange?

Bob De Lange reported a stock grant and related tax withholding. He was granted 9,055 Caterpillar common shares at $0 and had 4,011 shares withheld to cover taxes tied to vesting performance-based restricted stock units, ending with 84,997 directly owned shares.

Did Bob De Lange buy or sell Caterpillar (CAT) shares on the market?

The filing shows a grant and tax-withholding disposition, not an open-market trade. De Lange received 9,055 shares as an award and 4,011 shares were withheld at $744.83 per share to satisfy tax obligations from restricted stock unit vesting.

How many Caterpillar (CAT) shares does Bob De Lange own after this Form 4?

After the reported transactions, De Lange directly owns 84,997 shares. This balance reflects the 9,055-share grant of common stock on February 10, 2026, and the withholding of 4,011 shares to pay taxes related to vesting performance-based restricted stock units.

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

The F code indicates a tax-related share disposition. In this case, 4,011 Caterpillar common shares were withheld and disposed of at $744.83 per share to satisfy De Lange’s tax liability arising from the vesting of performance-based restricted stock units granted March 6, 2023.

Why were 4,011 Caterpillar (CAT) shares withheld from Bob De Lange?

The 4,011 shares were withheld to cover tax obligations. The explanation states they represent shares withheld from De Lange to satisfy taxes triggered by the vesting of performance-based restricted stock units that were originally granted on March 6, 2023.