Johnson Denise C 4

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.