Caterpillar (CAT) Group President exercises 11,000 options and sells 7,891 shares

Rhea-AI Filing Summary

Caterpillar Inc. Group President Anthony D. Fassino reported multiple share transactions on February 13, 2026. He exercised 11,000 employee stock options at $219.76 per share, receiving the same number of Caterpillar common shares.

On the same day, he disposed of 3,109 shares to cover taxes at $777.41 per share and completed an open-market sale of 7,891 shares at a weighted average price of $776.90, with individual trades ranging from $776.69 to $777.13. After these transactions, he directly owned 46,643 common shares and indirectly held 1,502 shares through a 401(k) plan as of a statement dated January 31, 2026.

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

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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^*

Fassino Anthony D.

(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)
02/13/2026

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	02/13/2026		M		11,000	A	$219.76	57,643	D
Common Stock	02/13/2026		F		3,109	D	$777.41	54,534	D
Common Stock	02/13/2026		S		7,891	D	$776.9(1)	46,643	D
Common Stock								1,502	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
Employee Stock Options	$219.76	02/13/2026		M			11,000	(3)	03/01/2031	Common Stock	11,000	$219.76	33,403	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $776.69 to $777.13. 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. The information in this report is based on a 401(k) plan statement dated as of January 31, 2026.

3. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments in the first, second and third anniversaries of the grant date.

	/s/ Nicole Puza, POA for Anthony Fassino	02/17/2026
	** 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 Caterpillar (CAT) executive Anthony Fassino report?

Anthony D. Fassino reported exercising 11,000 employee stock options, disposing of 3,109 shares to satisfy tax obligations, and selling 7,891 Caterpillar common shares in open-market transactions, all dated February 13, 2026, as disclosed in the Form 4 filing.

At what prices did Anthony Fassino’s Caterpillar (CAT) share transactions occur?

The stock options were exercised at $219.76 per share. Shares used for tax withholding were valued at $777.41 per share. Open-market sales of 7,891 shares used a weighted average price of $776.90, with individual trades ranging from $776.69 to $777.13.

How many Caterpillar (CAT) shares does Anthony Fassino own after these transactions?

Following the reported transactions, Anthony D. Fassino directly owned 46,643 shares of Caterpillar common stock. In addition, he indirectly held 1,502 Caterpillar shares through a 401(k) plan, based on a statement dated January 31, 2026.

What type of derivative security did the Caterpillar (CAT) Form 4 disclose?

The Form 4 disclosed employee stock options with an exercise price of $219.76 per share. On February 13, 2026, 11,000 of these options were exercised into an equal number of Caterpillar common shares, and 33,403 derivative securities remained beneficially owned afterward.

What was the purpose of the F-coded Caterpillar (CAT) transaction in the Form 4?

The F-coded transaction reflects a tax-withholding disposition. A total of 3,109 Caterpillar common shares were delivered at $777.41 per share to satisfy the exercise price or tax liability associated with the option exercise, rather than representing an open-market sale.