Fassino Anthony D. 4

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.