Johnson Denise C 4

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.