Johnson Denise C 4

What Happened

• Denise C. Johnson, Group President of Caterpillar Inc. (CAT), had 9,055 performance-based restricted shares vest on Feb 10, 2026 (award/acquisition). To satisfy tax withholding on that vesting, 3,563 shares were withheld/disposed at $744.83 per share, totaling $2,653,829. The award relates to performance-based RSUs originally granted on March 6, 2023.

Key Details

• Transaction dates: Feb 10, 2026 (vesting and withholding); Form 4 filed Feb 12, 2026 (timely).
• Award: 9,055 shares acquired at $0.00 (code A).
• Withholding/disposition: 3,563 shares disposed at $744.83 each, $2,653,829 total (code F – tax withholding).
• Footnote: F1 indicates shares were withheld to satisfy tax obligations from the vesting of performance-based restricted stock units granted March 6, 2023.
• Shares owned after the transaction: not specified in the filing.

Context

• This was a vesting event followed by routine tax-withholding (cashless share withholding), not an open-market sale; such withholdings are common and reflect tax obligations rather than a decision to sell for investment reasons.
• Transaction codes: A = Award/Grant (acquisition on vesting); F = Tax withholding (shares withheld/retired to cover taxes).