[144] CATERPILLAR INC SEC Filing

Rhea-AI Filing Summary

Caterpillar Inc. filed a Form 144 notifying the proposed sale of 17,166 common shares through Goldman Sachs & Co. LLC with an aggregate market value of $8,433,655.80 and an approximate sale date of 10/10/2025. The shares were acquired as compensation (performance awards) on 02/13/2024.

The filing discloses prior related sales during the past three months: 17,168 shares sold on 09/02/2025 for $7,088,124.69 and 17,166 shares sold on 09/22/2025 for $7,941,875.65, totaling $15,030,000.34 and aggregate shares of 34,334. The filing reports 468,478,923 shares outstanding for the issuer and includes the seller's representation about lacking undisclosed material information.

Positive

• Detailed disclosure of proposed sale including broker, share count, and market value
• Acquisition source is disclosed as compensation (performance awards) dated 02/13/2024
• Prior three-month sales are reported with exact dates and gross proceeds, improving transparency

Negative

• Insider selling of 34,334 shares in 09/2025 generating $15,030,000.34, which may reduce insider ownership
• No plan-adoption date or Rule 10b5-1 trading plan date is provided in the remarks section

Insights

Insider Transactions Analyst

Insider selling shows recent liquidity from performance awards.

The filing reports a proposed sale of 17,166 shares acquired as compensation on 02/13/2024, routed through Goldman Sachs, with an indicated market value of $8,433,655.80. Two prior sales in 09/2025 total 34,334 shares and $15,030,000.34 in gross proceeds, indicating ongoing monetization of awarded shares.

Key dependencies include the timing of scheduled sales and any trading-plan governance; monitor actual trade execution around 10/10/2025 and any subsequent Form 4/144 filings to track remaining insider holdings within the reported 468,478,923 outstanding shares.

Corporate Governance Specialist

Disclosure follows Rule 144 procedures and includes seller attestation.

The notice states the securities were received as performance awards and includes the attestation that the seller is not aware of undisclosed material adverse information. The filing cites a broker and provides prior three-month sales with gross proceeds, aligning with standard Rule 144 transparency requirements.

Risks center on timing and any change in material information prior to the planned sale; stakeholders should look for any accompanying Form 4s or public disclosures that would alter the context of these transactions within the next several weeks.

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	8433655.8	468478923	10/10/2025	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 *
Commnon	02/13/2024	Acquired as compensation -- Performance Awards	Issuer			17166	02/13/2024	Compensation

* 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	09/22/2025	17166	7941875.65
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 Caterpillar's (CAT) Form 144 disclose about the proposed sale?

The form notifies a proposed sale of 17,166 common shares via Goldman Sachs with an aggregate market value of $8,433,655.80 and an approximate sale date of 10/10/2025.

When were the shares being sold originally acquired?

The shares were acquired as compensation (performance awards) on 02/13/2024.

What recent insider sales are reported for CAT in the past three months?

Two sales are listed: 17,168 shares on 09/02/2025 for $7,088,124.69 and 17,166 shares on 09/22/2025 for $7,941,875.65, totaling 34,334 shares and $15,030,000.34.

Who is acting as the broker for the proposed sale?

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

How many shares outstanding does the filing report?

The filing reports 468,478,923 shares outstanding for the issuer.