Caterpillar (NYSE: CAT) group president exercises options and sells 2,278 shares

Rhea-AI Filing Summary

Caterpillar Group President Rodney Michael Shurman reported option exercises and share sales in company stock. On the derivative side, he exercised 2,278 employee stock options at $253.98 per share, leaving 5,639 options held directly. This exercise delivered 2,278 shares of Caterpillar common stock, increasing his direct common holdings to 3,721 shares before any sales.

On the same date, he sold 2,278 shares of common stock in an open-market transaction at a weighted average price of $759.61 per share in multiple trades, reducing his direct common stock position to 1,443 shares. In addition, 6,748 shares are held indirectly in a 401(k) plan as of a statement dated January 31, 2026, which includes dividends accrued. The stock options were granted under the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 6, 2023 and vest in three equal annual installments.

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^*

Shurman Rodney Michael

(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)
02/23/2026

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	02/23/2026		M		2,278	A	$253.98	3,721(1)	D
Common Stock	02/23/2026		S		2,278	D	$759.61(2)	1,443	D
Common Stock								6,748	I	Held by 401(k) plan(3)

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	$253.98	02/23/2026		M			2,278	(4)	03/06/2033	Common Stock	2,278	$253.98	5,639	D

Explanation of Responses:

1. Includes dividends accrued.

2. This transaction was executed in multiple trades at prices ranging from $759.49 to $759.75. 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 information in this report is based on a 401(k) plan statement dated as of January 31, 2026.

4. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 6, 2023 and vest equally in 1/3 increments in the first, second and third anniversaries of the grant date.

	/s/ Nicole Puza, POA for Rodney Shurman	02/24/2026
	** 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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** 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 Rodney Michael Shurman report?

Rodney Michael Shurman reported exercising 2,278 employee stock options and selling 2,278 shares of Caterpillar common stock. The exercise occurred at $253.98 per share, and the sale was an open-market transaction at a weighted average price of $759.61 per share.

At what prices did Rodney Shurman exercise and sell Caterpillar (CAT) shares?

Rodney Shurman exercised 2,278 employee stock options at $253.98 per share and sold 2,278 Caterpillar common shares at a weighted average price of $759.61. The sale price reflects multiple trades between $759.49 and $759.75 per share, according to the filing footnote.

How many Caterpillar (CAT) shares does Rodney Shurman hold after these transactions?

After the reported transactions, Rodney Shurman directly holds 1,443 shares of Caterpillar common stock. He also indirectly holds 6,748 shares through a 401(k) plan as of a statement dated January 31, 2026, which the filing notes includes dividends that have accrued.

What happened to Rodney Shurman’s Caterpillar stock options in this Form 4?

Shurman exercised 2,278 employee stock options granted under the Caterpillar Inc. 2014 Long-Term Incentive Plan. These options were originally granted on March 6, 2023 and vest in three equal annual installments; after the exercise, 5,639 options remain held directly, according to the report.

How does the Caterpillar (CAT) Form 4 describe Rodney Shurman’s 401(k) holdings?

The Form 4 shows 6,748 Caterpillar common shares held indirectly in a 401(k) plan. A footnote explains this figure is based on a 401(k) plan statement dated January 31, 2026 and specifies that the amount includes dividends that have accrued within the plan.

Was Rodney Shurman’s Caterpillar share sale executed in a single trade or multiple trades?

The sale was executed in multiple trades rather than one trade. A footnote states the 2,278 shares were sold at prices ranging from $759.49 to $759.75, with the reported $759.61 price representing the weighted average sale price across those individual transactions.