Fassino Anthony D. 4

What Happened
Anthony D. Fassino, Group President of Caterpillar (CAT), exercised 15,000 stock options on Feb 2, 2026 (exercise price $196.70, cost $2,950,500) and the same day disposed of 15,000 shares. Of those, 4,329 shares were delivered to satisfy tax withholding (received $2,949,997) and 10,671 shares were sold in the open market for a weighted average price of $680.45 ($7,261,082). Total cash received from the share disposals was about $10.21 million. This was effectively a cashless exercise followed by sales to cover taxes/raise proceeds, not a straightforward purchase.

Key Details

• Transaction date: 2026-02-02; Form 4 filed 2026-02-03 (timely).
• Exercise price: $196.70 per share; exercise cost = $2,950,500 for 15,000 shares.
• Sales: 10,671 shares sold at a weighted avg $680.45 (F1 notes actual trades ranged $680.16–$681.09); proceeds ≈ $7,261,082.
• Tax withholding: 4,329 shares withheld/disposed at $681.45 (reported) for ≈ $2,949,997.
• Net share change: Exercised 15,000 / Disposed 15,000 → net zero change from this set of transactions; the filing does not disclose total shares owned after the transactions.
• Footnotes: F1 explains weighted-average sale price and availability of trade-level details; F2 references a 401(k) statement dated 12/31/2025; F3 notes the options were granted 3/7/2022 under the 2014 LTIP and vested in 1/3 increments over three years (so these options were vested).
• No 10b5‑1 plan or late filing indicated in the report.

Context
This is a common pattern where an executive exercises vested options and immediately sells enough shares to cover the exercise cost and tax withholding (a cashless exercise), while possibly retaining any remaining shares. Such transactions are routine and do not, by themselves, indicate management’s long‑term view of the stock.