Johnson Denise C 4
4 · CATERPILLAR INC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Caterpillar (CAT) Denise Johnson Exercises Options and Sells Shares
What Happened
- Denise C. Johnson, Group President of Caterpillar Inc. (CAT), exercised 16,078 stock options on 2026-05-14 at a $196.70 strike (cost ≈ $3.16M) and disposed of the resulting shares the same day. Of the 16,078 shares acquired, 3,473 were withheld to cover exercise/tax obligations (F) and 12,605 were sold in multiple open-market transactions (S) for about $11.44M. The combined proceeds reported for the withheld shares and open-market sales are roughly $14.61M.
Key Details
- Transaction date: 2026-05-14; Form 4 filed 2026-05-15 (timely).
- Options exercised: 16,078 shares at $196.70 per share (total exercise cost ≈ $3,162,543).
- Shares withheld for exercise/taxes: 3,473 shares (reported value ≈ $3,162,340; multiple trade prices; weighted avg shown).
- Open-market sales: 12,605 shares across multiple trades; individual weighted sale prices ranged ~ $904.70–$911.92; total proceeds ≈ $11,444,170.
- Footnotes: multiple sales executed in several trades at small price ranges (see F1–F8 for ranges); F9 notes the options were granted under the 2014 Long-Term Incentive Plan on March 7, 2022 and vest 1/3 annually over three years.
- Shares owned after transaction: not specified in the excerpt provided.
- Transaction codes: M = option exercise, F = payment of exercise price/tax withholding, S = open-market sale.
- Filing timeliness: not late (filed next calendar day).
Context
- This was effectively a cashless exercise: options were exercised and all shares issued that same day were used to satisfy the exercise/tax withholding and sold in the open market. Such transactions are common for executives exercising vested option grants and do not, by themselves, indicate a change in company outlook.
Insider Transaction Report
Form 4
Johnson Denise C
Group President
Transactions
- Exercise/Conversion
Common Stock
2026-05-14$196.70/sh+16,078$3,162,543→ 65,903 total - Tax Payment
Common Stock
2026-05-14$910.55/sh−3,473$3,162,340→ 62,430 total - Sale
Common Stock
[F1]2026-05-14$904.70/sh−1,787$1,616,699→ 60,643 total - Sale
Common Stock
[F2]2026-05-14$905.73/sh−2,259$2,046,044→ 58,384 total - Sale
Common Stock
[F3]2026-05-14$906.73/sh−1,491$1,351,934→ 56,893 total - Sale
Common Stock
[F4]2026-05-14$907.98/sh−1,191$1,081,404→ 55,702 total - Sale
Common Stock
[F5]2026-05-14$908.76/sh−2,302$2,091,966→ 53,400 total - Sale
Common Stock
[F6]2026-05-14$909.70/sh−1,568$1,426,410→ 51,832 total - Sale
Common Stock
[F7]2026-05-14$910.65/sh−402$366,081→ 51,430 total - Sale
Common Stock
[F8]2026-05-14$911.92/sh−1,605$1,463,632→ 49,825 total - Exercise/Conversion
Employee Stock Options
[F9]2026-05-14$196.70/sh−16,078$3,162,543→ 0 totalExercise: $196.70Exp: 2032-03-07→ Common Stock (16,078 underlying)
Footnotes (9)
- [F1]This transaction was executed in multiple trades at prices ranging from $904.25 to $905.22. 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 $905.25 to $906.20. 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]This transaction was executed in multiple trades at prices ranging from $906.25 to $907.22. 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
- [F4]This transaction was executed in multiple trades at prices ranging from $907.26 to $908.24. 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
- [F5]This transaction was executed in multiple trades at prices ranging from $908.27 to $909.25. 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
- [F6]This transaction was executed in multiple trades at prices ranging from $909.46 to $910.45. 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
- [F7]This transaction was executed in multiple trades at prices ranging from $910.62 to $910.89. 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
- [F8]This transaction was executed in multiple trades at prices ranging from $911.76 to $911.96. 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
- [F9]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|2026-05-15