[Form 4] CATERPILLAR INC Insider Trading Activity

Rhea-AI Filing Summary

Donald J. Umpleby III, Executive Chairman of Caterpillar Inc. (CAT), reported the sale of 17,166 shares of Caterpillar common stock on 09/22/2025 at a weighted average sale price of $462.65. After the transaction he directly beneficially owns 465,339 shares. The filing also discloses indirect holdings of 59,000 shares held by an irrevocable trust for descendants, 36,040 shares held by a childrens irrevocable trust, and 1,030 shares held via a 401(k) plan statement dated September 22, 2025. The registrant certified the sale met Rule 10b5-1(c) plan conditions and noted the reported weighted average price reflects multiple trades executed between $460.62 and $466.98. The Form 4 was signed by a power of attorney on 09/23/2025.

Positive

• None.

Negative

• Reported sale of 17,166 shares on 09/22/2025 at a weighted average price of $462.65 (entered as multiple trades).

Insights

Financial Analyst

TL;DR: Executive Chairman sold 17,166 CAT shares under a Rule 10b5-1 plan; substantial remaining direct and indirect holdings remain.

The sale of 17,166 shares on 09/22/2025 at a reported weighted average price of $462.65 was executed as multiple trades between $460.62 and $466.98 and was reported under a 10b5-1 plan. Post-transaction direct beneficial ownership stands at 465,339 shares, with additional indirect holdings via trusts and a 401(k). From an investor-significance perspective, this is a routine insider liquidity event documented under a pre-arranged trading plan rather than an unexplained, opportunistic sale. The persistence of sizable direct and indirect holdings suggests continued alignment with shareholder interests, though the sale size is meaningful in absolute terms.

Corporate Governance Expert

TL;DR: The transaction was executed pursuant to a Rule 10b5-1 plan and properly disclosed; ownership structure includes multiple family trusts and a 401(k).

The Form 4 indicates compliance with Rule 10b5-1(c) affirmative defense conditions, which mitigates concerns about opportunistic insider trading signaling. Disclosure includes indirect holdings held in an irrevocable trust for descendants and a childrens irrevocable trust, plus a 401(k) balance reference. The filing was executed by a POA, and the explanatory note offers price range details. Governance-wise, the filing appears procedurally complete; investors may view the transaction as a documented personal liquidity event rather than a governance red flag.

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).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Umpleby III Donald 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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		S		17,166	D	$462.65(1)	465,339	D
Common Stock								59,000	I	Held by Irrevocable Trust for Descendants
Common Stock								36,040	I	Held by Children's Irrevocable Trust
Common Stock								1,030	I	Held by 401(k) Plan(2)

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

Explanation of Responses:

1. This transaction was entered as multiple trades, at prices ranging from $460.62 to $466.98. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request of the SEC staff, the issuer or a security holder of the issuer, full information regarding the number.

2. The information in this report is based on a 401(k) plan statement dated as of September 22, 2025.

	/s/ Nicole Puza, POA for D. James Umpleby III	09/23/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Donald J. Umpleby III report for CAT on 09/22/2025?

He reported a sale of 17,166 shares of Caterpillar common stock executed on 09/22/2025 under a Rule 10b5-1 plan at a weighted average price of $462.65.

How many Caterpillar (CAT) shares does the reporting person beneficially own after the sale?

Following the reported transaction the reporting person directly beneficially owns 465,339 shares.

Does the filing disclose any indirect holdings for CAT by the reporting person?

Yes. The filing discloses 59,000 shares held by an irrevocable trust for descendants, 36,040 shares held by a childrens irrevocable trust, and 1,030 shares held via a 401(k) plan.

Was the sale executed under a pre-arranged plan or as an open-market transaction?

The filer checked the box indicating the transaction was made pursuant to a contract, instruction or written plan intended to satisfy the Rule 10b5-1(c) affirmative defense conditions.

What price range was disclosed for the trades that comprise the reported sale?

The explanatory note states the transaction was entered as multiple trades at prices ranging from $460.62 to $466.98, with the reported price reflecting the weighted average.