Johnson Denise C 4
4 · CATERPILLAR INC · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
CAT Group President Denise Johnson Exercises Options, Sells 57K Shares
What Happened
Denise C. Johnson, Group President of Caterpillar Inc. (CAT), exercised stock options to acquire 57,101 shares (11,810 shares at $196.70 and 45,291 shares at $219.76) on 2026-02-02. All shares from the exercises were disposed the same day — 17,963 shares were surrendered/used to pay exercise price and tax withholding (F) and 39,138 shares were sold in open-market trades (S). The open-market sales generated about $26.66M; the shares used for tax/withholding were valued at about $12.28M, for total disposed value of roughly $38.9M. The filing was made on 2026-02-04 (timely).
Key Details
- Transaction date: 2026-02-02 (reported 2026-02-04). Transactions include M = option exercises, F = shares surrendered for taxes/exercise, S = open-market sales.
- Options exercised: 11,810 @ $196.70 and 45,291 @ $219.76 (total 57,101).
- Shares surrendered for taxes/exercise: 17,963 shares valued ~ $12,275,735 (weighted averages reported across multiple trades).
- Open-market sales: 39,138 shares for ~$26,655,959 (prices executed in multiple trades roughly $678.25–$684.93; see footnotes F1–F7).
- Footnotes F8–F9: Options granted under the 2014 Long-Term Incentive Plan (grants dated Mar 1, 2021 and Mar 7, 2022) that vest in three equal annual installments.
- Shares owned after transaction: the filing shows all exercised shares were disposed the same day, implying no net increase in beneficial ownership from this activity (exact post-transaction holdings not provided in the excerpt).
- Timeliness: filing appears timely (transaction 2/2/2026; Form 4 filed 2/4/2026).
Context
This was a same-day exercise-and-dispose (cashless-style) of vested options — the reporting person exercised options and immediately used a portion of the shares to cover the exercise price and tax withholding, selling the remainder in the open market. Such transactions are common for option exercises and do not, by themselves, indicate new bullish ownership accumulation.
Insider Transaction Report
Form 4
Johnson Denise C
Group President
Transactions
- Exercise/Conversion
Common Stock
2026-02-02$196.70/sh+11,810$2,323,027→ 55,160 total - Tax Payment
Common Stock
2026-02-02$683.39/sh−3,399$2,322,843→ 51,761 total - Sale
Common Stock
[F1]2026-02-02$678.52/sh−1,000$678,520→ 50,761 total - Sale
Common Stock
[F2]2026-02-02$680.11/sh−7,411$5,040,295→ 43,350 total - Exercise/Conversion
Common Stock
2026-02-02$219.76/sh+45,291$9,953,150→ 86,641 total - Tax Payment
Common Stock
2026-02-02$683.39/sh−14,564$9,952,892→ 74,077 total - Sale
Common Stock
[F2]2026-02-02$680.11/sh−1,431$973,237→ 72,646 total - Sale
Common Stock
[F3]2026-02-02$680.76/sh−20,145$13,713,910→ 52,501 total - Sale
Common Stock
[F4]2026-02-02$681.69/sh−2,994$2,040,980→ 49,507 total - Sale
Common Stock
[F5]2026-02-02$682.84/sh−2,761$1,885,321→ 46,746 total - Sale
Common Stock
[F6]2026-02-02$683.90/sh−2,258$1,544,246→ 44,488 total - Sale
Common Stock
[F7]2026-02-02$684.93/sh−1,138$779,450→ 43,350 total - Exercise/Conversion
Employee Stock Options
[F8]2026-02-02$196.70/sh−11,810$2,323,027→ 23,978 totalExercise: $196.70Exp: 2032-03-07→ Common Stock (11,810 underlying) - Exercise/Conversion
Employee Stock Options
[F9]2026-02-02$219.76/sh−45,291$9,953,150→ 0 totalExercise: $219.76Exp: 2031-03-01→ Common Stock (45,291 underlying)
Footnotes (9)
- [F1]This transaction was executed in multiple trades at prices ranging from $678.25 to $678.82. 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.
- [F2]This transaction was executed in multiple trades at prices ranging from $679.35 to $680.32. 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.
- [F3]This transaction was executed in multiple trades at prices ranging from $680.35 to $681.29. 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.
- [F4]This transaction was executed in multiple trades at prices ranging from $681.35 to $682.33. 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.
- [F5]This transaction was executed in multiple trades at prices ranging from $682.38 to $683.36. 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.
- [F6]This transaction was executed in multiple trades at prices ranging from $683.37 to $684.33. 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.
- [F7]This transaction was executed in a trade at a price of $684.93. 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.
- [F8]The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 7, 2022 and vest equally in 1/3 increments in the first, second and third anniversaries of the grant date.
- [F9]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.
Signature
/s/ Nicole Puza, POA for Denise Johnson|2026-02-04