Owens Derek 4

What Happened

• Derek Owens, Chief Legal Officer of Caterpillar Inc. (CAT), received 514 shares on Feb 10, 2026 as an award (vesting of performance-based restricted stock units). Simultaneously, 134 shares were withheld to satisfy tax obligations at a reported price of $744.83 per share, generating proceeds of $99,807 (disposed). The award transaction is recorded at $0.00 per share because it represents vested RSUs rather than a cash purchase.

Key Details

• Transaction date: 2026-02-10
• Award: 514 shares acquired (code A) at $0.00 (vesting of RSUs)
• Tax withholding: 134 shares disposed (code F) at $744.83 per share, total $99,807
• Footnotes: F1 — shares withheld to satisfy tax obligations from vesting of performance-based RSUs granted March 6, 2023; F2 — includes adjustment for dividends accrued
• Shares owned after transaction: not specified in the provided filing excerpt
• Filing timeliness: Form filed 2026-02-12 for a 2026-02-10 transaction (appears timely under standard Form 4 rules)

Context

• This was not an open-market sale or purchase but routine vesting of performance-based RSUs with shares withheld to cover taxes (a common administrative/cashless tax-withholding practice). Such withholdings generally reflect tax obligations on vesting rather than a directional bet on the stock.