Fassino Anthony D. 4

What Happened

• Anthony D. Fassino, Group President of Caterpillar Inc. (CAT), exercised 12,000 stock options (strike $219.76) on May 6, 2026 and disposed of all 12,000 shares resulting from the exercise. The exercise cost was $2,637,120 (12,000 × $219.76). Proceeds from the disposition (including shares sold in the open market and shares withheld to cover exercise/tax liabilities) totaled approximately $11,113,575.

Key Details

• Transaction date: May 6, 2026; Form 4 filed May 7, 2026 (timely filing).
• Options exercised: 12,000 shares at $219.76 each (total exercise cost $2,637,120).
• Shares withheld for exercise/taxes: 2,848 shares (valued at $925.74 each; $2,636,508) — coded F (payment of exercise price/tax).
• Open-market sales: 8,802 shares at weighted avg $926.23 ($8,152,676) and 350 shares at weighted avg $926.83 ($324,391) — coded S (sales).
• Total disposal value (withheld + market sales): ~$11.11 million.
• Net result: All 12,000 shares from the exercise were disposed (2,848 withheld + 8,802 + 350 sold); the filing shows no net share retention from this exercise.
• Footnotes: F1/F2 note the sales were executed in multiple trades and the prices shown are weighted averages; F3 indicates some info is based on a 401(k) statement dated April 30, 2026; F4 states the options were granted under the 2014 Long-Term Incentive Plan on March 1, 2021 and vested in equal thirds over three years.
• The filing does not state post-transaction beneficial ownership explicitly in the provided extracts.

Context

• This was a cashless-style exercise: options were exercised and the resulting shares were either withheld to cover the exercise/tax liability or sold in the open market, producing proceeds of ~ $11.1M. Such transactions are common when executives exercise vested options; they do not by themselves indicate a change in company outlook.