BONFIELD ANDREW R J 4

What Happened
Andrew R. J. Bonfield, CFO of Caterpillar Inc., had 10,907 performance-based restricted stock units vest on Feb 10, 2026 (recorded as an award). To satisfy the tax withholding on the vesting, 4,299 of those shares were withheld (disposed) at a per-share value of $744.83, representing approximately $3,202,024. The award shares are reported as acquired at $0.00 (typical for RSU vesting).

Key Details

• Transaction date: 2026-02-10 (reported on Form 4 filed 2026-02-12) — within the standard two-business-day reporting window.
• Award: 10,907 shares (code A) acquired at $0.00.
• Tax withholding/disposition: 4,299 shares (code F) withheld at $744.83 per share, total ≈ $3,202,024.
• Footnote: F1 states the withheld shares satisfy the tax obligation from the vesting of performance-based RSUs granted March 6, 2023.
• Shares owned after the transaction: not specified in the provided excerpt.

Context
This is a routine vesting of performance RSUs with shares withheld to cover taxes (a cashless withholding), not an open-market sale or purchase decision. Such withholdings are common and generally reflect tax obligations rather than a signal of sentiment about the stock. Transaction codes: A = award/grant; F = shares withheld for tax liability.