[Form 4] Caterpillar Inc. Insider Trading Activity

Rhea-AI Filing Summary

Caterpillar (CAT) Form 4 – CFO Andrew R. J. Bonfield

On 07/17/2025 the CFO exercised two tranches of employee stock options, acquiring a total of 37,497 shares (14,186 at $196.70, exp. 03/07/2032; 23,311 at $253.98, exp. 03/06/2033). Simultaneously, he effected two F-code transactions—typically tax-related sales—disposing of 27,479 shares at $416.39 per share.

Post-transaction direct ownership stands at 65,422 CAT shares. One 2022 option grant is now fully exercised (zero remaining), while 11,655 options from the 2023 grant remain outstanding.

The filing results in a net increase of roughly 10,000 shares to the CFO’s direct stake, indicating ongoing alignment with shareholders, although the concurrent sales partially monetize gains at an all-time-high price level. Activity appears routine and does not alter control or capital structure.

Insights

Financial Analyst

TL;DR: Routine option exercise; modest net share increase; limited signalling value.

The CFO converted deep-in-the-money options worth ~$12–15 m and sold 27.5 k shares, retaining 65 k shares and 11.7 k options. Net purchase of ~10 k shares is small versus his total exposure and CAT’s 512 m shares O/S, so market impact should be negligible. The mixed buy/sell pattern is typical for tax and liquidity management. No change to corporate outlook, leverage or guidance; therefore I classify the event as neutral for valuation.

Portfolio Manager

TL;DR: Insider activity neutral-to-slightly negative; sale magnitude overshadows net add.

While Bonfield’s net position rises, the headline sale of 27 k shares at $416 could be interpreted as profit-taking near highs, possibly dampening short-term sentiment. Still, his remaining stake (~$27 m) keeps him meaningfully aligned. Given CAT’s daily volume (~3 m shares), trade size is immaterial. I regard the disclosure as non-impactful for portfolio weighting decisions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BONFIELD ANDREW R J

(Last) (First) (Middle)

5205 N. O'CONNOR BOULEVARD, SUITE 100

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CATERPILLAR INC [ CAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/17/2025		M		14,186	A	$196.7	69,566	D
Common Stock	07/17/2025		F		9,683	D	$416.39	59,883	D
Common Stock	07/17/2025		M		23,311	A	$253.98	83,194	D
Common Stock	07/17/2025		F		17,796	D	$416.39	65,422	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options	$196.7	07/17/2025		M			14,186	(1)	03/07/2032	Common Stock	14,186	$196.7	0	D
Employee Stock Options	$253.98	07/17/2025		M			23,311	(2)	03/06/2033	Common Stock	23,311	$253.98	11,655	D

Explanation of Responses:

1. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 7, 2022 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

2. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 6, 2023 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

	/s/ Nicole Puza, POA for Andrew R J Bonfield	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Caterpillar shares did the CFO acquire in the latest Form 4?

He obtained 37,497 shares via option exercises on 07/17/2025.

At what price did Andrew Bonfield sell Caterpillar stock?

The reported sales (F-code) were executed at $416.39 per share.

What is the CFO’s current direct ownership after the transactions?

He now directly owns 65,422 CAT shares.

How many options does the CFO still hold?

11,655 employee stock options with a $253.98 strike remain outstanding, expiring 03/06/2033.

Is the insider activity considered bullish or bearish for CAT?

The mixed exercise/sale pattern is generally viewed as neutral; it appears routine for tax and liquidity purposes.