Fassino Anthony D. 4

What Happened

• Anthony D. Fassino, Group President of Caterpillar (CAT), received 9,055 shares as an award (performance-based restricted stock units vesting) on Feb 10, 2026. Simultaneously, 3,563 shares were withheld/disposed to satisfy tax obligations, valued at $744.83 per share for a total tax-withholding value of $2,653,829.
• The award transaction is reported as code A (award/grant/acquisition). The share withholding for taxes is reported as code F (payment of exercise price or tax liability).

Key Details

• Transaction dates: Feb 10, 2026; Filing date: Feb 12, 2026 (reported within the normal Form 4 filing window).
• Award: 9,055 shares acquired at $0.00 (vesting of performance-based RSUs).
• Tax withholding: 3,563 shares disposed at $744.83 each, total $2,653,829.
• Footnotes: F1 — shares withheld to satisfy tax liability from vesting of performance-based RSUs granted March 6, 2023. F2 — some information based on a 401(k) plan statement dated Jan 31, 2026.
• Shares owned after transaction: not specified in this filing.

Context

• This was a vesting of performance-based restricted stock units (an award), not an open-market purchase or sale for investment. The share disposition was a standard tax-withholding/cashless settlement related to vesting, not an independent sale indicating a change in investment stance.
• For retail investors: awards increase insider ownership on paper, but withholding for taxes is a routine administrative step that reduces the net new shares received. The filing appears timely and informational.