BONFIELD ANDREW R J 4

4 · CATERPILLAR INC · Filed May 7, 2026

AI-generated summary of this filing

Updated May 7, 2026

Caterpillar (CAT) CFO Emeritus Bonfield Exercises Options, Sells Shares

What Happened

Andrew R.J. Bonfield, CFO Emeritus of Caterpillar Inc., exercised a total of 23,054 stock options on May 6, 2026 (three option lots) and immediately disposed of all resulting shares: 7,380 shares were surrendered/withheld to cover taxes and 15,674 shares were sold in the open market.
Exercises by lot: 11,655 options at $253.98 (cash paid $2,960,137), 7,673 options at $338.65 (cash paid $2,598,461), and 3,726 options at $332.04 (cash paid $1,237,181) — total exercise cash ≈ $6.80M. Tax withholding: 7,380 shares valued at $920.72 each (reported $6,794,914). Open‑market sale: 15,674 shares at a weighted average $918.71 for proceeds of $14,399,861.
This is effectively a cashless exercise followed by immediate sale (routine monetization of vested options), not a straightforward purchase.

Key Details

Transaction date: May 6, 2026; Form 4 filed May 7, 2026 (appears timely).
Option exercise details: 11,655 @ $253.98; 7,673 @ $338.65; 3,726 @ $332.04 (codes M = exercise).
Dispositions: 7,380 shares withheld for taxes at $920.72 (code F); 15,674 shares sold open market at weighted avg $918.71 (code S). F1 notes sale prices ranged $918.50–$919.33.
Footnotes on grants/vesting: options were granted under Caterpillar LTIP on 3/6/2023, 3/4/2024, and 3/3/2025 and vest in equal 1/3 increments on the first three anniversaries of each grant (F2–F4).
Shares owned after the transactions are not specified in the provided filing.

Context

For retail investors: this was an exercise of vested options with immediate share dispositions to cover taxes and to monetize holdings. Such transactions are common for executives and former executives to realize value from long‑term compensation and do not necessarily signal a view on the company’s prospects.
Transaction codes: M = option exercise, F = tax withholding, S = open‑market sale.

Form 4

Period: 2026-05-06

CFO Emeritus

Transactions

Exercise/Conversion
Common Stock
2026-05-06$253.98/sh+11,655$2,960,137→ 64,590 total
Exercise/Conversion
Common Stock
2026-05-06$338.65/sh+7,673$2,598,461→ 72,263 total
Exercise/Conversion
Common Stock
2026-05-06$332.04/sh+3,726$1,237,181→ 75,989 total
Tax Payment
Common Stock
2026-05-06$920.72/sh−7,380$6,794,914→ 68,609 total
Sale
Common Stock
[F1]
2026-05-06$918.71/sh−15,674$14,399,861→ 52,935 total
Exercise/Conversion
Employee Stock Options
[F2]
2026-05-06$253.98/sh−11,655$2,960,137→ 0 total
Exercise: $253.98Exp: 2033-03-06→ Common Stock (11,655 underlying)
Exercise/Conversion
Employee Stock Options
[F3]
2026-05-06$338.65/sh−7,673$2,598,461→ 3,836 total
Exercise: $338.65Exp: 2024-03-04→ Common Stock (7,673 underlying)
Exercise/Conversion
Employee Stock Options
[F4]
2026-05-06$332.04/sh−3,726$1,237,181→ 7,450 total
Exercise: $332.04Exp: 2035-03-03→ Common Stock (3,726 underlying)

Footnotes (4)

[F1]This transaction was executed in multiple trades at prices ranging from $918.50 to $919.33. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
[F2]The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 6, 2023 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.
[F3]The stock options were granted pursuant to the Caterpillar Inc. 2023 Long-Term Incentive Plan on March 4, 2024 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.
[F4]The stock options were granted pursuant to the Caterpillar Inc. 2023 Long-Term Incentive Plan on March 3, 2025 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

Signature

/s/ Nicole Puza, POA for Andrew R.J. Bonfield|2026-05-07

1 file