Caterpillar executive exercises options and sells shares

Caterpillar Group President Denise C. Johnson exercised employee stock options and sold shares in the company on May 13, 2026.

Rhea-AI Filing Summary

Caterpillar Group President Denise C. Johnson exercised employee stock options and sold shares in the company on May 13, 2026. She exercised 7,900 Employee Stock Options at $196.70 per share to acquire the same number of Caterpillar common shares. To cover tax obligations, 1,704 shares were disposed of through a tax-withholding transaction at $911.61 per share, which is not an open-market sale. Johnson then completed open-market sales of 3,546 shares at $909.46 and 2,650 shares at $910.24, totaling 6,196 shares sold. After these transactions, she directly owned 49,825 shares of common stock and held 16,078 employee stock options under the company’s long-term incentive plan.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Johnson Denise C

Role Group President

Sold 6,196 shs ($5.64M)

Approx. gross sale proceeds $5.64M

Approx. exercise cost $1.55M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Options	7,900	$196.70	$1.55M
Exercise	Common Stock	7,900	$196.70	$1.55M
Exercise Price or Tax Liability	Common Stock	1,704	$911.61	$1.55M
Sale	Common Stock	3,546	$909.46	$3.22M
Sale	Common Stock	2,650	$910.24	$2.41M

Holdings After Transaction: Employee Stock Options — 16,078 contracts (Direct); Common Stock — 49,825 shares (Direct)

Footnotes (3)

1. F1. This transaction was executed in multiple trades at prices ranging from $909.10 to $910.08. 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. F2. This transaction was executed in multiple trades at prices ranging from $910.17 to $910.47. 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. F3. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 7, 2022 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

Key Figures

Shares sold: 6,196 shares Sale prices: $910.24 and $909.46 per share Options exercised: 7,900 shares at $196.70/share +4 more

7 metrics

Shares sold 6,196 shares Open-market sales of common stock on May 13, 2026

Sale prices $910.24 and $909.46 per share Weighted average prices for 2,650 and 3,546 shares sold

Options exercised 7,900 shares at $196.70/share Employee Stock Options converted into common stock

Tax-withholding shares 1,704 shares at $911.61/share Shares delivered to satisfy tax liability

Post-transaction holdings 49,825 shares Common stock directly owned after all transactions

Remaining options 16,078 options Employee Stock Options outstanding after the exercise

Option expiration March 7, 2032 Expiration date for the exercised option grant

Key Terms

weighted average sale price, tax-withholding disposition, Employee Stock Options, Long-Term Incentive Plan, +1 more

5 terms

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

Long-Term Incentive Plan financial

"granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan"

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

FAQ

What insider transactions did CAT Group President Denise C. Johnson report?

Denise C. Johnson exercised options, had shares withheld for taxes, and sold stock. She exercised 7,900 options, 1,704 shares were withheld for taxes, and 6,196 shares were sold in open-market transactions on May 13, 2026.

How many Caterpillar (CAT) shares did Denise C. Johnson sell and at what prices?

Johnson sold 6,196 Caterpillar shares in open-market transactions. She sold 3,546 shares at $909.46 per share and 2,650 shares at $910.24 per share, with prices reported as weighted average sale prices across multiple trades.

How many Caterpillar (CAT) shares does Denise C. Johnson own after these transactions?

After the reported transactions, Johnson directly owns 49,825 Caterpillar shares. This figure reflects her position after exercising options, tax-withholding share dispositions, and open-market sales completed on May 13, 2026.

What stock options did Denise C. Johnson exercise in this Caterpillar (CAT) Form 4?

Johnson exercised 7,900 employee stock options at $196.70 per share. These options, granted under the Caterpillar 2014 Long-Term Incentive Plan, converted into 7,900 common shares as part of a scheduled vesting and exercise event.

How many Caterpillar (CAT) employee stock options does Denise C. Johnson still hold?

Following the option exercise, Johnson holds 16,078 employee stock options. This remaining derivative position is reported after exercising 7,900 options linked to Caterpillar common stock on May 13, 2026.

Was any part of Denise C. Johnson’s Caterpillar (CAT) transaction tax-related?

Yes, 1,704 Caterpillar shares were disposed of to cover tax obligations. This F-code transaction reflects shares delivered to satisfy taxes at $911.61 per share and is distinct from her open-market stock sales.

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Accepted by SEC EDGAR 05/14/2026 - 02:47 PM Learn about SEC filing dates

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^*

Johnson Denise C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/13/2026		M		7,900	A	$196.7	57,725	D
Common Stock	05/13/2026		F		1,704	D	$911.61	56,021	D
Common Stock	05/13/2026		S		3,546	D	$909.46(1)	52,475	D
Common Stock	05/13/2026		S		2,650	D	$910.24(2)	49,825	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	$196.7	05/13/2026		M			7,900	(3)	03/07/2032	Common Stock	7,900	$196.7	16,078	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $909.10 to $910.08. 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 $910.17 to $910.47. 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 stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 7, 2022 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	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)