CAT Form 144: Insider Plans Sale of 17,168 Shares Worth $7.14M

Caterpillar Inc. (CAT) Form 144 filed to notify a proposed sale of 17,168 common shares through Goldman Sachs & Co. LLC on the NYSE with an aggregate market value of $7,142,746.40.

Rhea-AI Filing Summary

Caterpillar Inc. (CAT) Form 144 filed to notify a proposed sale of 17,168 common shares through Goldman Sachs & Co. LLC on the NYSE with an aggregate market value of $7,142,746.40. The shares represent a small fraction of the 468,478,923 shares outstanding and the planned sale date is 09/02/2025. The securities were acquired on 12/18/2023 as compensation through stock options and were exercised via a cashless exercise/same-day sale. No securities were reported sold by the filer in the past three months. The filer certifies they are not aware of undisclosed material adverse information.

Insights

Financial Analyst

TL;DR: Routine insider notice of option-derived share sale; amount is small versus outstanding shares and is unlikely to materially affect valuation.

The Form 144 shows a proposed sale of 17,168 shares acquired as option compensation and immediately exercised via a cashless mechanism. The aggregate value filed is $7.14 million, but relative to 468.48 million shares outstanding this represents a de minimis percentage of float. No prior sales in the last three months are reported, which limits immediate supply-side pressure. This is a disclosure of intent to sell required by Rule 144 and appears procedural rather than indicative of material company developments.

Corporate Governance Expert

TL;DR: Compliance-focused filing documenting an insider exercise and planned sale; disclosure consistent with SEC rules and internal trading representations.

The notice documents acquisition via compensation (stock options) and a cashless exercise on the same date, then a planned broker-mediated sale through Goldman Sachs. The filer includes the required attestation about lack of undisclosed material adverse information. From a governance perspective, the filing meets procedural transparency requirements and contains no indications of atypical or potentially non-compliant trading patterns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Caterpillar's (CAT) Form 144 disclose?

The Form 144 notifies a proposed sale of 17,168 common shares acquired as compensation, with an aggregate value of $7,142,746.40, planned for 09/02/2025 through Goldman Sachs.

Were the shares acquired by the filer purchased or received as compensation?

The shares were acquired on 12/18/2023 as compensation via stock options and exercised using a cashless exercise/same-day sale method.

Does the filing show any securities sold by the filer in the past three months?

No. The Form 144 states "Nothing to Report" for securities sold during the past three months.

Through which broker will the proposed sale be executed?

The proposed sale is to be executed through Goldman Sachs & Co. LLC, with the trade listed for the NYSE.

How material is this proposed sale relative to Caterpillar's outstanding shares?

The proposed 17,168 shares are a very small portion of the 468,478,923 shares outstanding, implying limited market impact based on the filing alone.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 05:11 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001566320
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Caterpillar Inc.
SEC File Number	001-00768
Address of Issuer	5205 N. O'Connor Boulevard Suite 100 Irving TEXAS 75039
Phone	1-972-891-7700
Name of Person for Whose Account the Securities are To Be Sold	Donald James Umpleby, III
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	17168	7142746.4	468478923	09/02/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/18/2023	Acquired as compensation -- Stock Options	Issuer			17168	12/18/2023	Compensation -- Cashless exercise / same-day sale

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	The sales of shares set forth herein are made in connection with a selling plan dated 5/27/2025 that is intended to comply with Rule 10b5-1(c). All shares to be sold by Donald James Umpleby, III Revocable Trust.
Date of Notice	09/02/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/27/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Goldman Sachs & Co. LLC on behalf of Donald James Umpleby, III
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)