Fassino Anthony D. 4

What Happened
Anthony D. Fassino, Group President of Caterpillar Inc. (CAT), exercised 11,000 stock options on Feb 13, 2026 at a strike price of $219.76 (exercise cost $2,417,360). All 11,000 shares from the exercise were disposed: 3,109 shares were withheld to cover taxes/exercise-related obligations (reported at $777.41 per share, value $2,416,968) and 7,891 shares were sold in the open market at a weighted average price of $776.90, generating $6,130,518 in gross proceeds. Net cash flows after exercise cost are not shown on the form; there were no shares retained from this exercise.

Key Details

• Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (appears timely).
• Option exercise: 11,000 shares at $219.76 ($2,417,360).
• Tax/withholding: 3,109 shares withheld at $777.41 ($2,416,968).
• Open-market sale: 7,891 shares at a weighted avg $776.90 ($6,130,518). Footnote reports sale prices ranged $776.69–$777.13 (weighted avg reported).
• Footnotes: F1 = sale executed in multiple trades (price range above); F2 = filing references a 401(k) plan statement dated Jan 31, 2026; F3 = options were granted under the 2014 LTIP on Mar 1, 2021 and vest in 1/3 increments annually.
• Shares owned after the transaction are not specified in the excerpt provided.

Context
This was an option exercise followed by immediate dispositions (a common "cashless exercise" pattern): the exercised shares funded taxes/withholding and generated proceeds via open-market sales. Such transactions are typically routine compensation-related liquidity events rather than explicit signals of insider confidence; purchases tend to be more indicative of bullish insider sentiment.