[144] CATERPILLAR INC SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Caterpillar Inc. (CAT) indicates a proposed sale of 17,166 common shares through Goldman Sachs & Co. LLC on the NYSE with an aggregate market value of $8,104,068.60. The filing lists two acquisition lots: 8,135 shares received 02/13/2024 as performance awards and 9,031 shares from a 12/18/2023 stock option cashless exercise and same-day sale. The filing also reports a sale by the Donald James Umpleby, III Revocable Trust of 17,168 shares on 09/02/2025 for gross proceeds of $7,088,124.69. The filer affirms no undisclosed material adverse information and includes signature/attestation language required by the form.

Positive

• Clear compliance disclosure of a proposed sale under Rule 144 with broker, share counts, and market value specified
• Acquisition origins disclosed (performance awards and option exercise), aiding transparency about why shares are being sold

Negative

• Insider-related selling activity is reported, including a recent trust sale of 17,168 shares, which may be relevant to investor perception

Insights

Securities Analyst

TL;DR: Routine insider sale notice showing issuance as compensation and an upcoming proposed sale through a major broker.

The Form 144 provides standard disclosure for an insider-related sale under Rule 144. It identifies the lots acquired as performance awards (02/13/2024) and stock option cashless exercise (12/18/2023), which explains the origin of the shares offered. The notice names Goldman Sachs & Co. LLC as the executing broker and quantifies the shares and market value, which supports market transparency. The previously reported sale by the named trust on 09/02/2025 is explicitly disclosed with gross proceeds, helping reconcile recent disposition activity. Overall this is a compliance-focused filing without additional operational or financial disclosures.

Corporate Governance Expert

TL;DR: Compliance filing that documents insider compensation-origin shares and confirms Rule 144 representations.

The document meets procedural governance expectations by declaring the nature and dates of acquisition and by including the seller representation regarding material nonpublic information. The presence of a trust as a recent seller and the separate proposed sale are clearly itemized, which assists in monitoring insider trading and adherence to company trading policies. There is no new governance action or irregularity disclosed beyond routine insider disposition reporting.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	17166	8104068.6	468478923	09/22/2025	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	02/13/2024	Acquired as compensation -- Performance Awards	Issuer			8135	02/13/2024	Compensation
Common	12/18/2023	Acquired as compensation -- Stock Options	Issuer			9031	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Donald James Umpleby, III Revocable Trust u/a/d 8/22/2014 Donald James UmplebyIII, Trustee 5205 N. O'Connor Boulevard Suite 100 Irving TX 75039	Common	09/02/2025	17168	7088124.69

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for CAT disclose about the proposed sale?

The filing shows a proposed sale of 17,166 common shares through Goldman Sachs on the NYSE with an aggregate market value of $8,104,068.60 and lists acquisition dates and types.

Who acquired the shares being offered and how were they acquired?

The shares were acquired as performance awards on 02/13/2024 (8,135 shares) and via a stock option cashless exercise on 12/18/2023 (9,031 shares).

Was there any recent sale of the issuer's shares by related parties?

Yes, the Donald James Umpleby, III Revocable Trust sold 17,168 shares on 09/02/2025 for gross proceeds of $7,088,124.69.

Which broker is handling the proposed sale in the Form 144 for CAT?

The broker named in the notice is Goldman Sachs & Co. LLC located at 200 West Street New York, NY.

Does the filer represent they possess material nonpublic information?

By signing the form the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.