Caterpillar (CAT) Executive Chairman donates 2,350 shares, reports 445,879 direct

Rhea-AI Filing Summary

Caterpillar Inc.'s Executive Chairman Donald J. Umpleby III reported a charitable transfer of company stock. On 11/28/2025, he donated 2,350 shares of Caterpillar common stock to The Ayco Charitable Foundation, described as a Donor Advised Fund. The shares were transferred at a reported price of $0, reflecting the nature of the donation rather than a market sale.

After this transaction, Umpleby reported 445,879 shares of Caterpillar common stock held directly, plus indirect holdings of 59,000 shares in an irrevocable trust for descendants, 36,040 shares in a children's irrevocable trust, and 1,030 shares held through a 401(k) plan based on information dated as of November 30, 2025.

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).

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)
11/28/2025

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	11/28/2025		G		2,350(1)	D	$0	445,879(2)	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(3)

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. Represents a donation of ordinary shares to The Ayco Charitable Foundation, a Donor Advised Fund.

2. Includes dividends accrued.

3. The information in this report is based on a 401(k) plan dated as of November 30, 2025.

	/s/ Nicole Puza, POA for Donald J. Umpleby III	12/02/2025
	** 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 insider transaction did Caterpillar (CAT) report for Donald J. Umpleby III?

Donald J. Umpleby III, Executive Chairman of Caterpillar Inc., reported a transaction on 11/28/2025 involving the donation of 2,350 shares of Caterpillar common stock.

Was the Caterpillar (CAT) insider transaction a sale or a gift?

The transaction was reported as a donation of 2,350 ordinary shares of Caterpillar common stock to The Ayco Charitable Foundation, at a reported price of $0.

How many Caterpillar (CAT) shares does Donald J. Umpleby III hold after this transaction?

Following the reported donation, Donald J. Umpleby III reported 445,879 shares of Caterpillar common stock held directly, plus 59,000 shares in an irrevocable trust for descendants, 36,040 shares in a children's irrevocable trust, and 1,030 shares in a 401(k) plan.

What is The Ayco Charitable Foundation mentioned in the Caterpillar (CAT) Form 4?

The Ayco Charitable Foundation is identified as a Donor Advised Fund that received a donation of 2,350 Caterpillar shares from Donald J. Umpleby III.

Does the Caterpillar (CAT) Form 4 disclose any derivative securities for Donald J. Umpleby III?

The disclosure includes a table for derivative securities, but no derivative transactions or holdings are listed with amounts, prices, or dates in that section.

What indirect holdings of Caterpillar (CAT) stock are reported for Donald J. Umpleby III?

Indirect holdings reported include 59,000 shares held by an irrevocable trust for descendants, 36,040 shares held by a children's irrevocable trust, and 1,030 shares held by a 401(k) plan based on information dated November 30, 2025.