Form 4: Caterpillar Officer Discloses Stock Transactions

Caterpillar's Chief Accounting Officer, William E. Schaupp, reported the acquisition and disposition of common stock related to restricted stock unit vesting.

Summary

• On February 10, 2026, William E. Schaupp, Chief Accounting Officer of Caterpillar Inc. (CAT), acquired 638 shares of common stock at a $0 price, likely due to the vesting of performance-based restricted stock units.
• Following this acquisition, Schaupp's direct beneficial ownership increased to 1,962 shares, which includes an adjustment for accrued dividends.
• On the same date, 165 shares of common stock were disposed of at a price of $744.83 per share to satisfy tax obligations arising from the vesting of performance-based restricted stock units granted on March 6, 2023.
• After both the acquisition and disposition transactions, Schaupp's direct beneficial ownership stands at 1,796 shares.
• The reported transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive disclosure, as the vesting of performance-based units suggests achievement of company goals, and the net increase in shares held (638 acquired vs 165 disposed) indicates continued insider alignment, despite the tax-related sale.

Positives

• The vesting of performance-based restricted stock units indicates that specific company performance targets were met, leading to the award of shares.
• The acquisition of 638 shares at a $0 price increases the officer's direct equity stake in the company, aligning interests with shareholders.
• The net effect of the transactions is an increase in the officer's beneficial ownership (638 shares acquired vs. 165 shares disposed for tax).

Negatives

• The disposition of 165 shares to cover tax obligations reduces the total number of shares held by the officer, although this is a standard practice for equity compensation.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as those related to equity compensation vesting and tax withholding, are common across industries and typically do not signal significant shifts in company strategy or performance. The use of a Rule 10b5-1 plan indicates a pre-scheduled transaction, reducing the likelihood of it being based on immediate, non-public information.

Comparison to Industry Standards

• Routine equity compensation vesting and subsequent tax-related sales are standard practice for executive compensation across major industrial companies like Deere & Company (DE) or Komatsu Ltd. (KMTUY).
• The reported transactions align with typical compensation structures designed to incentivize long-term performance and retain key personnel.
• No specific comparable projects or results are detailed in this disclosure.

Related Party Transactions

• The reported transactions involve an officer of Caterpillar Inc. acquiring and disposing of company stock, which is a standard related-party transaction disclosure under Section 16(a).

Stakeholder Impact

• Shareholders: The vesting of performance-based restricted stock units indicates that the company met certain performance criteria, which could be viewed positively. The officer's continued ownership aligns their interests with shareholders.
• Employees: The equity compensation structure is a common incentive for key personnel.
• Management: The transactions reflect the execution of a pre-approved compensation plan for the Chief Accounting Officer.

Key Dates

Recommendation

The filing details routine insider transactions related to equity compensation vesting and tax withholding, executed under a Rule 10b5-1 plan. These transactions do not provide new fundamental information about Caterpillar's operational performance or strategic direction that would warrant a change in investment recommendation. The net increase in shares held by the officer is a minor positive, but not significant enough to alter a 'hold' stance based solely on this disclosure.

Keywords

Caterpillar, CAT, William E. Schaupp, Chief Accounting Officer, SEC Form 4, Insider Trading, Stock Vesting, Restricted Stock Units, Equity Compensation, Rule 10b5-1