Caterpillar CLO granted stock, options; shares withheld

Caterpillar Inc. CLO & General Counsel Derek Owens reported equity compensation changes.

Rhea-AI Filing Summary

Caterpillar Inc. CLO & General Counsel Derek Owens reported equity compensation changes. On March 2, 2026, he received 1,386 shares of common stock and 3,865 employee stock options at $0.00 per share, described as grant or award acquisitions.

The options were granted under the Caterpillar Inc. 2023 Long Term Incentive Plan and vest in three equal installments on the first, second and third anniversaries of the grant date. On March 3, 2026, 310 common shares valued at $719.13 per share were withheld to cover tax obligations from previously granted restricted stock units, leaving Owens with 8,541 common shares held directly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Owens Derek

Role CLO & General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	310	$719.13	$223K
Grant/Award	Employee Stock Options	3,865	$0.00	$0.00
Grant/Award	Common Stock	1,386	$0.00	$0.00

Holdings After Transaction: Employee Stock Options — 3,865 contracts (Direct); Common Stock — 8,541 shares (Direct)

Footnotes (3)

1. F1. Includes adjustment for dividends accrued.
2. F2. Represents shares withheld from the reporting person to satisfy tax obligation arising from the vesting of restricted stock units granted March 3, 2025.
3. F3. 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.

FAQ

What equity awards did Caterpillar (CAT) executive Derek Owens receive in this Form 4?

Derek Owens received 1,386 shares of Caterpillar common stock and 3,865 employee stock options on March 2, 2026. Both are reported as grant or award acquisitions under the company’s long-term incentive compensation structure.

How do Derek Owens’s new Caterpillar (CAT) stock options vest?

The 3,865 Caterpillar employee stock options granted to Derek Owens vest in three equal parts. They vest on the first, second, and third anniversaries of the March 2, 2026 grant date, pursuant to the Caterpillar Inc. 2023 Long Term Incentive Plan.

Why were 310 Caterpillar (CAT) shares disposed of in Derek Owens’s Form 4?

310 shares of Caterpillar common stock were withheld at $719.13 per share on March 3, 2026. The filing states these shares satisfied tax obligations from the vesting of restricted stock units originally granted on March 3, 2025.

How many Caterpillar (CAT) shares does Derek Owens hold after these transactions?

After the March 3, 2026 tax-withholding disposition, Derek Owens directly holds 8,541 shares of Caterpillar common stock. This figure reflects his direct ownership following the withholding of 310 shares to cover related tax obligations.

What role does Derek Owens have at Caterpillar (CAT) in this insider filing?

Derek Owens is identified as an officer of Caterpillar Inc. with the title CLO & General Counsel. The Form 4 reports his direct acquisitions of stock and options, along with shares withheld to cover tax obligations arising from equity compensation vesting.

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Accepted by SEC EDGAR 03/04/2026 - 06:16 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^*

Owens Derek

(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)
	CLO & General Counsel

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		1,386	A	$0	8,851(1)	D
Common Stock	03/03/2026		F		310(2)	D	$719.13	8,541	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		3,865		(3)	03/02/2036	Common Stock	3,865	$0	3,865	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 Derek Owens	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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