Umpleby III Donald J 4

What Happened
Donald J. Umpleby III, Executive Chairman of Caterpillar (CAT), received an award of 34,986 shares (performance-based restricted stock units) on Feb 10, 2026 (coded A, acquisition at $0.00). To satisfy the tax obligation from the vesting, 13,571 of those shares were withheld (coded F) at a reported value of $744.83 per share, resulting in a disposition value of $10,108,088. Net new shares from this event = 21,415 (34,986 awarded minus 13,571 withheld).

Key Details

• Transaction date: 2026-02-10; Form 4 filed 2026-02-12 (timely filing).
• Award: 34,986 performance-based RSUs (acquired at $0.00 in the filing).
• Tax withholding (disposition): 13,571 shares withheld at $744.83/share, total $10,108,088. (Transaction code F = tax withholding)
• Net shares added from the vesting: 21,415.
• Footnotes: F1 — shares withheld to satisfy tax from RSUs granted March 6, 2023; F2 — ownership info in the filing is based on a 401(k) plan statement dated Jan 31, 2026.
• The filing does not show a separate open-market sale; the withheld shares were retained by the company to cover taxes (a routine administrative action).

Context
Restricted stock unit vesting and share withholding for taxes are common and administrative — not the same as an open-market sale that might signal a change in sentiment. The $744.83/share figure reflects the value used for withholding calculations, and the withheld shares cover the tax liability rather than representing a voluntary sale for cash. Purchases are generally more informative as bullish signals; this report documents a grant plus routine tax withholding.