Johnson Denise C 4

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.