De Lange Bob 4

4 · CATERPILLAR INC · Filed Feb 5, 2026

AI-generated summary of this filing

Updated Feb 5, 2026

Caterpillar (CAT) Group President Bob De Lange Exercises Options, Sells Shares

What Happened

Bob De Lange, Group President of Caterpillar Inc. (CAT), exercised stock options and sold shares on Feb 4, 2026. He exercised 20,000 options at a $138.35 strike (cost $2,767,000) and converted the derivative position. To cover taxes/exercise obligations, 3,930 shares were surrendered/withheld (valued at ~$2.77M). He sold 16,070 shares in the open market in several trades for a combined proceeds of approximately $11,328,811 (sales at weighted averages of ~$704.42 and ~$705.70, plus one small trade at $706.28).

Key Details

Transaction date: February 4, 2026 (reported on Form 4 filed Feb 5, 2026).
Exercise: 20,000 shares @ $138.35 (total exercise cost $2,767,000).
Tax withholding/settlement: 3,930 shares withheld/disposed @ weighted avg ~$704.04 (proceeds reported $2,766,877).
Open-market sales: 9,223 shares @ $704.42 (≈ $6,496,866); 6,817 shares @ $705.70 (≈ $4,810,757); 30 shares @ $706.28 (≈ $21,188). Total open-market proceeds ≈ $11,328,811.
Footnotes: Sales were executed in multiple trades with reported weighted-average prices (ranges noted in the filing). Option grant details: options were granted under the 2014 LTIP on March 4, 2019 and vest in 1/3 increments over three years (footnote F4).
Shares owned after the transaction: not specified in the provided excerpt of the filing.
Timeliness: Filing was submitted the day after the transactions (period of report 2026-02-04; filed 2026-02-05), indicating a timely Form 4.

Context

This was an exercise of previously granted options followed by sales to satisfy withholding and to monetize remaining shares — a common "cashless" pattern when executives exercise deeply in-the-money options (strike $138.35 vs. market ~$705).
These sales are routine insider liquidity following an option exercise and do not, by themselves, indicate a change in company outlook.

Form 4

Period: 2026-02-04

Group President

Transactions

Exercise/Conversion
Common Stock
2026-02-04$138.35/sh+20,000$2,767,000→ 99,953 total
Tax Payment
Common Stock
2026-02-04$704.04/sh−3,930$2,766,877→ 96,023 total
Sale
Common Stock
[F1]
2026-02-04$704.42/sh−9,223$6,496,866→ 86,800 total
Sale
Common Stock
[F2]
2026-02-04$705.70/sh−6,817$4,810,757→ 79,983 total
Sale
Common Stock
[F3]
2026-02-04$706.28/sh−30$21,188→ 79,953 total
Exercise/Conversion
Employee Stock Options
[F4]
2026-02-04$138.35/sh−20,000$2,767,000→ 28,034 total
Exercise: $138.35Exp: 2029-03-04→ Common Stock (20,000 underlying)

Footnotes (4)

[F1]This transaction was executed in multiple trades at prices ranging from $704.22 to $705.21. 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 $705.26 to $706.24. 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 a trade at a price of $706.28. 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]The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 4, 2019 and vest equally in 1/3 increments in the first, second and third anniversaries of the grant date.

Signature

/s/ Nicole Puza, POA for Bob De Lange|2026-02-05

1 file