Johnson Denise C 4
4 · CATERPILLAR INC · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Caterpillar (CAT) Group President Denise Johnson Exercises Options, Sells Shares
What Happened
Denise C. Johnson, Group President of Caterpillar Inc. (CAT), exercised stock options covering 7,900 shares (strike $196.70) on 2026-05-13 and immediately disposed of all 7,900 underlying shares. The exercise had an aggregate exercise value of $1,553,930. Of the resulting shares, 1,704 were withheld to cover taxes/exercise costs (valued at ~$1.55M) and 6,196 were sold in open-market transactions for total proceeds of about $5.64M — bringing total gross proceeds from all dispositions to approximately $7,190,464.
Key Details
- Transaction date: 2026-05-13 (Form 4 filed 2026-05-14; timely filing).
- Option exercise: 7,900 shares at $196.70 per share (total exercise amount $1,553,930).
- Withholding for taxes/exercise (code F): 1,704 shares @ weighted avg ~$911.61 = $1,553,383.
- Open-market sales (code S): 3,546 shares @ ~$909.46 = $3,224,945; 2,650 shares @ ~$910.24 = $2,412,136.
- Total dispositions reported: 7,900 shares; total gross proceeds ≈ $7,190,464.
- Footnotes: filer reports the sales were executed in multiple trades — weighted-average prices reported, and the filer will provide trade-by-trade details on request (see F1, F2). Options were granted under the Caterpillar 2014 LTIP on 2022-03-07 and vest in three equal annual installments (F3).
- Shares owned after transaction: the filing shows no net increase in shares from this event (7,900 acquired and 7,900 disposed). The filing does not state Johnson’s total beneficial ownership after these transactions.
Context
- This was a cashless-style exercise: options were exercised and the resulting shares were immediately used to satisfy taxes/exercise costs (1,704 shares) and sold in the open market (6,196 shares). That pattern is common for option exercises and does not, by itself, indicate a change in long-term conviction.
- The transaction included both the option exercise (derivative conversion) and subsequent dispositions; the separate line items reflect the acquisition of underlying shares and the disposition/withholding and market sales.
Insider Transaction Report
Form 4
Johnson Denise C
Group President
Transactions
- Exercise/Conversion
Common Stock
2026-05-13$196.70/sh+7,900$1,553,930→ 57,725 total - Tax Payment
Common Stock
2026-05-13$911.61/sh−1,704$1,553,383→ 56,021 total - Sale
Common Stock
[F1]2026-05-13$909.46/sh−3,546$3,224,945→ 52,475 total - Sale
Common Stock
[F2]2026-05-13$910.24/sh−2,650$2,412,136→ 49,825 total - Exercise/Conversion
Employee Stock Options
[F3]2026-05-13$196.70/sh−7,900$1,553,930→ 16,078 totalExercise: $196.70Exp: 2032-03-07→ Common Stock (7,900 underlying)
Footnotes (3)
- [F1]This transaction was executed in multiple trades at prices ranging from $909.10 to $910.08. 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 $910.17 to $910.47. 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 stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 7, 2022 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.
Signature
/s/ Nicole Puza, POA for Denise Johnson|2026-05-14