Caterpillar (NYSE: CAT) chair withholds shares to cover RSU taxes

Rhea-AI Filing Summary

Caterpillar Inc. Executive Chairman Donald J. Umpleby III reported a tax-withholding share disposition tied to equity compensation. On March 4, 2026, 1,546 shares of common stock were withheld at $738.42 per share to satisfy taxes from restricted stock units granted March 4, 2024. After this, he directly owned 464,199 shares, with additional indirect holdings through descendant and children’s irrevocable trusts and a 401(k) plan.

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^*

Umpleby III Donald 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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		F		1,546(1)	D	$738.42	464,199	D
Common Stock								59,000	I	Held by Irrevocable Trust for Descendants
Common Stock								36,040	I	Held by Children's Irrevocable Trust
Common Stock								1,029	I	Held by 401(k) Plan(2)

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 restricted stock units granted on March 4, 2024.

2. The information in this report is based on a 401(k) plan statement as of February 28, 2026.

	/s/ Nicole Puza, POA for Donald James Umpleby III	03/06/2026
	** 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 transaction did CAT Executive Chairman Donald Umpleby report?

Donald Umpleby reported a tax-withholding share disposition, where 1,546 Caterpillar common shares were withheld on March 4, 2026 at $738.42 per share. The shares covered tax obligations from vesting restricted stock units originally granted on March 4, 2024.

Was Donald Umpleby’s Caterpillar Form 4 transaction an open-market sale?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to satisfy Umpleby’s tax obligation arising from the vesting of restricted stock units granted on March 4, 2024, at a price of $738.42 per share.

How many Caterpillar shares does Donald Umpleby own directly after this Form 4?

After the March 4, 2026 tax-withholding disposition, Donald Umpleby directly owned 464,199 shares of Caterpillar common stock. This direct holding figure is explicitly reported as the total shares following the transaction in the Form 4 insider filing.

What indirect Caterpillar share holdings are reported for Donald Umpleby?

The Form 4 lists indirect holdings through an Irrevocable Trust for Descendants with 59,000 shares, a Children’s Irrevocable Trust with 36,040 shares, and a 401(k) plan holding 1,029 shares based on a plan statement dated February 28, 2026.

What does transaction code F mean in Caterpillar’s Form 4 for Donald Umpleby?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this case, 1,546 Caterpillar shares were withheld to satisfy Donald Umpleby’s tax obligation from vesting restricted stock units granted March 4, 2024, at $738.42 per share.