BONFIELD ANDREW R J 4

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.