Fassino Anthony D. 4

4 · CATERPILLAR INC · Filed May 12, 2026

AI-generated summary of this filing

Updated May 12, 2026

Caterpillar (CAT) Group Pres. Anthony Fassino Exercises Options & Sells Shares

What Happened

Anthony D. Fassino, Group President of Caterpillar, exercised 21,403 stock options (strike $219.76) on May 11, 2026. The exercise created 21,403 shares (exercise cost ≈ $4.70M). All shares were immediately disposed: 5,120 were surrendered/withheld to cover exercise price/taxes and 16,283 were sold in the open market. Open-market sales totaled 15,440 shares at a weighted avg ~$916.75 and 843 shares at a weighted avg ~$917.73. Combined proceeds from the dispositions were about $19.63 million. This was effectively a cashless exercise followed by sales (routine monetization, not a purchase).

Key Details

Transaction date: May 11, 2026; Form filed May 12, 2026 (timely).
Options exercised: 21,403 shares at $219.76 per share (exercise cost ≈ $4,703,523).
Shares withheld for exercise/taxes: 5,120 shares (reported weighted avg price $918.65; value ≈ $4,703,488).
Open-market sales: 15,440 shares @ $916.75 (≈ $14,154,620) and 843 shares @ $917.73 (≈ $773,646).
Total proceeds from sales/withholding ≈ $19.63 million.
Shares owned after the transaction: not specified in the filing; the report refers to a 401(k) statement dated April 30, 2026 (footnote F3).
Notable footnotes:
- F1/F2: Open-market sales were executed in multiple trades; reported prices are weighted averages (ranges provided in footnotes).
- F4: The options were granted under the 2014 Long-Term Incentive Plan on March 1, 2021 and vest in three equal annual installments.
Filing timeliness: Filed the next day (no late filing flag).

Context

This is a classic cashless exercise: options were exercised and the resulting shares were used to cover the exercise/tax obligation and the remainder sold on the open market. Such transactions are commonly used by insiders to realize gains from vested options and do not, by themselves, indicate a change in sentiment about the company.

Form 4

Period: 2026-05-11

Group President

Transactions

Exercise/Conversion
Common Stock
2026-05-11$219.76/sh+21,403$4,703,523→ 67,444 total
Tax Payment
Common Stock
2026-05-11$918.65/sh−5,120$4,703,488→ 62,324 total
Sale
Common Stock
[F1]
2026-05-11$916.75/sh−15,440$14,154,620→ 46,884 total
Sale
Common Stock
[F2]
2026-05-11$917.73/sh−843$773,646→ 46,041 total
Exercise/Conversion
Employee Stock Options
[F4]
2026-05-11$219.76/sh−21,403$4,703,523→ 0 total
Exercise: $219.76Exp: 2031-03-01→ Common Stock (21,403 underlying)

Holdings

Footnotes (4)

[F1]This transaction was executed in multiple trades at prices ranging from $916.39 to $917.31. 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]This transaction was executed in multiple trades at prices ranging from $917.40 to $917.79. 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.
[F3]The information in this report is based on a 401(k) plan statement dated as of April 30, 2026.
[F4]The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

Signature

/s/ Nicole Puza, POA for Anthony Fassino|2026-05-12

1 file