Caterpillar (NYSE: CAT) group president gets stock award, tax shares withheld

Rhea-AI Filing Summary

Caterpillar Inc. Group President Denise C. Johnson reported stock transactions involving company common shares. On February 10, 2026, she acquired 9,055 shares of Caterpillar common stock in a grant or award at a stated price of $0 per share, increasing her direct holdings.

On the same date, 3,563 shares were disposed of at $744.83 per share, representing shares withheld to satisfy tax obligations from the vesting of performance-based restricted stock units granted March 6, 2023. After these transactions, she directly owned 48,842 common shares of Caterpillar.

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^*

Johnson Denise C

(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	52,405	D
Common Stock	02/10/2026		F		3,563(1)	D	$744.83	48,842	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 Denise Johnson	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 CAT Group President Denise Johnson report?

Denise C. Johnson reported two transactions in Caterpillar common stock. She received a grant of 9,055 shares at $0 per share and had 3,563 shares withheld to cover taxes from vesting performance-based restricted stock units, leaving her with 48,842 directly owned shares.

How many Caterpillar (CAT) shares did Denise Johnson acquire in the latest filing?

Denise C. Johnson acquired 9,055 shares of Caterpillar common stock through a grant or award. The reported transaction price was $0 per share, indicating a compensation-related stock award rather than a market purchase, and it increased her directly held position in the company.

Why were 3,563 Caterpillar (CAT) shares disposed of in Denise Johnson’s Form 4?

The 3,563 Caterpillar shares were withheld from Denise C. Johnson to satisfy tax obligations. These taxes arose from the vesting of performance-based restricted stock units that were originally granted on March 6, 2023, rather than from an open-market sale by her.

What is Denise Johnson’s Caterpillar (CAT) share ownership after these transactions?

After the reported transactions, Denise C. Johnson directly owned 48,842 shares of Caterpillar common stock. This reflects the net result of receiving 9,055 shares in a grant and having 3,563 shares withheld to cover tax obligations tied to restricted stock unit vesting.

What do the transaction codes A and F mean in this Caterpillar (CAT) Form 4?

In this filing, code A denotes a grant, award, or other acquisition of 9,055 Caterpillar shares at $0 per share. Code F represents 3,563 shares withheld to pay a tax liability, using shares delivered in connection with vesting of performance-based restricted stock units.

What is Denise Johnson’s role and relationship to Caterpillar (CAT)?

Denise C. Johnson is reported as an officer of Caterpillar Inc. with the title of Group President. She is not listed as a director or 10% owner in this filing, and the reported transactions reflect changes in her direct beneficial ownership of Caterpillar common stock.