Caterpillar (CAT) officer exercises 8,881 & 8,000 options; sells shares

Caterpillar (CAT) Group President Jason E. Kaiser reported insider transactions on 11/11/2025.

Rhea-AI Filing Summary

Caterpillar (CAT) Group President Jason E. Kaiser reported insider transactions on 11/11/2025. He exercised 8,881 employee stock options at $219.76 and 8,000 options at $196.70, acquiring common stock.

On the same day, he executed multiple open‑market sales in tranches, with weighted average sale prices ranging from $561.29 to $568.65 (per footnotes, comprised of multiple trades). The filing also shows share withholding for taxes (Code F) of 3,418 and 2,756 shares at $570.85. Following the transactions, he directly owned 8,649 shares and indirectly owned 368 shares held in a 401(k) plan, based on a plan statement dated October 31, 2025.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 20 txns

Insider Kaiser Jason

Role Group President

Sold 10,707 shs ($6.03M)

Approx. gross sale proceeds $6.03M

Approx. exercise cost $3.53M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Options	8,881	$219.76	$1.95M
Exercise	Employee Stock Options	8,000	$196.70	$1.57M
Exercise	Common Stock	8,881	$219.76	$1.95M
Exercise Price or Tax Liability	Common Stock	3,418	$570.85	$1.95M
Sale	Common Stock	1,040	$561.29	$584K
Sale	Common Stock	1,413	$562.27	$794K
Sale	Common Stock	1,640	$563.22	$924K
Sale	Common Stock	280	$563.88	$158K
Sale	Common Stock	37	$565.06	$21K
Sale	Common Stock	400	$567.26	$227K
Sale	Common Stock	653	$568.60	$371K
Exercise	Common Stock	8,000	$196.70	$1.57M
Exercise Price or Tax Liability	Common Stock	2,756	$570.85	$1.57M
Sale	Common Stock	1,032	$561.29	$579K
Sale	Common Stock	1,260	$562.15	$708K
Sale	Common Stock	1,480	$563.22	$834K
Sale	Common Stock	460	$564.09	$259K
Sale	Common Stock	380	$567.35	$216K
Sale	Common Stock	632	$568.65	$359K
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Options — 0 contracts (Direct); Common Stock — 8,649 shares (Direct); Common Stock — 368 shares (Indirect, Held by 401(k) Plan)

Footnotes (17)

1. F1. Includes adjustments for dividends accrued.
2. F2. This transaction was entered as multiple trades, as prices ranging from $560.79 to $561.73. 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 of shares and prices at which the transaction was effected.
3. F3. This transaction was entered as multiple trades, as prices ranging from $561.77 to $562.76. 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 of shares and prices at which the transaction was effected.
4. F4. This transaction was entered as multiple trades, as prices ranging from $562.81 to $563.79. 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 of shares and prices at which the transaction was effected.
5. F5. This transaction was entered as multiple trades, as prices ranging from $563.87 to $563.79. 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 of shares and prices at which the transaction was effected.
6. F6. This transaction was entered as multiple trades at $565.06. 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 of shares and prices at which the transaction was effected.
7. F7. This transaction was entered as multiple trades, as prices ranging from $566.87 to $567.71. 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 of shares and prices at which the transaction was effected.
8. F8. This transaction was entered as multiple trades, as prices ranging from $568.07 to $568.72. 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 of shares and prices at which the transaction was effected.
9. F9. This transaction was entered as multiple trades, as prices ranging from $560.79 to $561.73. 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 of shares and prices at which the transaction was effected.
10. F10. This transaction was entered as multiple trades, as prices ranging from $561.77 to $562.70. 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 of shares and prices at which the transaction was effected.
11. F11. This transaction was entered as multiple trades, as prices ranging from $562.81 to $563.65. 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 of shares and prices at which the transaction was effected.
12. F12. This transaction was entered as multiple trades, as prices ranging from $563.70 to $564.50. 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 of shares and prices at which the transaction was effected.
13. F13. This transaction was entered as multiple trades, as prices ranging from $566.87 to $567.71. 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 of shares and prices at which the transaction was effected.
14. F14. This transaction was entered as multiple trades, as prices ranging from $568.03 to $569.41. 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 of shares and prices at which the transaction was effected.
15. F15. The information in this report is based on a 401(k) plan statement dated as of October 31, 2025.
16. F16. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.
17. F17. 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.

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Accepted by SEC EDGAR 11/13/2025 - 12:27 PM Learn about SEC filing dates

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^*

Kaiser Jason

(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)
	Group President

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025

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	11/11/2025		M		8,881	A	$219.76	17,530(1)	D
Common Stock	11/11/2025		F		3,418	D	$570.85	14,112	D
Common Stock	11/11/2025		S		1,040	D	$561.29(2)	13,072	D
Common Stock	11/11/2025		S		1,413	D	$562.27(3)	11,659	D
Common Stock	11/11/2025		S		1,640	D	$563.22(4)	10,019	D
Common Stock	11/11/2025		S		280	D	$563.88(5)	9,739	D
Common Stock	11/11/2025		S		37	D	$565.06(6)	9,702	D
Common Stock	11/11/2025		S		400	D	$567.26(7)	9,302	D
Common Stock	11/11/2025		S		653	D	$568.6(8)	8,649	D
Common Stock	11/11/2025		M		8,000	A	$196.7	16,649	D
Common Stock	11/11/2025		F		2,756	D	$570.85	13,893	D
Common Stock	11/11/2025		S		1,032	D	$561.29(9)	12,861	D
Common Stock	11/11/2025		S		1,260	D	$562.15(10)	11,601	D
Common Stock	11/11/2025		S		1,480	D	$563.22(11)	10,121	D
Common Stock	11/11/2025		S		460	D	$564.09(12)	9,661	D
Common Stock	11/11/2025		S		380	D	$567.35(13)	9,281	D
Common Stock	11/11/2025		S		632	D	$568.65(14)	8,649	D
Common Stock								368	I	Held by 401(k) Plan(15)

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	$219.76	11/11/2025		M			8,881	(16)	03/01/2031	Common Stock	8,881	$219.76	0	D
Employee Stock Options	$196.7	11/11/2025		M			8,000	(17)	03/07/2032	Common Stock	8,000	$196.7	0	D

Explanation of Responses:

1. Includes adjustments for dividends accrued.

2. This transaction was entered as multiple trades, as prices ranging from $560.79 to $561.73. 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 of shares and prices at which the transaction was effected.

3. This transaction was entered as multiple trades, as prices ranging from $561.77 to $562.76. 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 of shares and prices at which the transaction was effected.

4. This transaction was entered as multiple trades, as prices ranging from $562.81 to $563.79. 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 of shares and prices at which the transaction was effected.

5. This transaction was entered as multiple trades, as prices ranging from $563.87 to $563.79. 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 of shares and prices at which the transaction was effected.

6. This transaction was entered as multiple trades at $565.06. 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 of shares and prices at which the transaction was effected.

7. This transaction was entered as multiple trades, as prices ranging from $566.87 to $567.71. 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 of shares and prices at which the transaction was effected.

8. This transaction was entered as multiple trades, as prices ranging from $568.07 to $568.72. 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 of shares and prices at which the transaction was effected.

9. This transaction was entered as multiple trades, as prices ranging from $560.79 to $561.73. 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 of shares and prices at which the transaction was effected.

10. This transaction was entered as multiple trades, as prices ranging from $561.77 to $562.70. 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 of shares and prices at which the transaction was effected.

11. This transaction was entered as multiple trades, as prices ranging from $562.81 to $563.65. 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 of shares and prices at which the transaction was effected.

12. This transaction was entered as multiple trades, as prices ranging from $563.70 to $564.50. 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 of shares and prices at which the transaction was effected.

13. This transaction was entered as multiple trades, as prices ranging from $566.87 to $567.71. 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 of shares and prices at which the transaction was effected.

14. This transaction was entered as multiple trades, as prices ranging from $568.03 to $569.41. 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 of shares and prices at which the transaction was effected.

15. The information in this report is based on a 401(k) plan statement dated as of October 31, 2025.

16. The stock options were granted pursuant to the Caterpillar Inc. 2014 Long-Term Incentive Plan on March 1, 2021 and vest equally in 1/3 increments on the first, second and third anniversaries of the grant date.

17. 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.

	/s/ Nicole Puza, POA for Jason E. Kaiser	11/13/2025
	** 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.