Umpleby III Donald J 4

What Happened

• Donald J. Umpleby III, Executive Chairman of Caterpillar (CAT), had 1,546 shares withheld to satisfy tax obligations arising from the vesting of restricted stock units (RSUs). The shares were valued at $738.42 each, for a total of $1,141,597, and the transaction is reported as a disposition (code F — tax withholding).
• This was a tax-withholding event tied to RSU vesting (not an open-market sale), which is generally a routine administrative transaction rather than an independent sell decision.

Key Details

• Transaction date: 2026-03-04; Form 4 filed: 2026-03-06 (appears timely)
• Price per share: $738.42; Shares withheld/disposed: 1,546; Total value: $1,141,597
• Transaction code: F (shares withheld to satisfy tax withholding on vesting)
• Footnotes: F1 — shares withheld to satisfy tax on RSUs granted March 4, 2024; F2 — some information based on a 401(k) plan statement as of Feb 28, 2026
• Shares owned after transaction: not specified in the provided excerpt of the filing

Context

• This was a cashless tax-withholding on RSU vesting (shares were retained to cover taxes), not an open-market sale that would signal a directional view. Such withholdings are common when equity awards vest and do not necessarily indicate insider sentiment.