Caterpillar (CAT) CFO reports December 31 insider stock sales

Rhea-AI Filing Summary

Caterpillar Inc.'s chief financial officer, as a reporting person, disclosed several open-market sales of Caterpillar common stock dated 12/31/2025. The transactions were coded as sales and executed in multiple blocks, including 812 shares at a weighted average price of $572.71, 2,628 shares at $573.61, 1,431 shares at $574.77, 3,016 shares at $575.77, 1,473 shares at $576.56, 600 shares at $577.79, and 40 shares at $578.41.

For each group of trades, the filing notes that the price shown is a weighted average sale price, with underlying individual trades occurring in narrow price ranges around each reported figure. Following these sales, the reporting person directly and beneficially owns 45,460 shares of Caterpillar common stock.

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

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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^*

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)
12/31/2025

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	12/31/2025		S		812	D	$572.71(1)	54,648	D
Common Stock	12/31/2025		S		2,628	D	$573.61(2)	52,020	D
Common Stock	12/31/2025		S		1,431	D	$574.77(3)	50,589	D
Common Stock	12/31/2025		S		3,016	D	$575.77(4)	47,573	D
Common Stock	12/31/2025		S		1,473	D	$576.56(5)	46,100	D
Common Stock	12/31/2025		S		600	D	$577.79(6)	45,500	D
Common Stock	12/31/2025		S		40	D	$578.41(7)	45,460	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

Explanation of Responses:

1. This transaction was entered as multiple trades, at prices ranging from $572.17 to $573.16. 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.

2. This transaction was entered as multiple trades, at prices ranging from $573.18 to $574.18. 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, at prices ranging from $574.19 to $575.19. 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, at prices ranging from $575.22 to $576.21. 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, at prices ranging from $576.23 to $577.07. 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 prices ranging from $577.25 to $578.14. 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.

7. This transaction was executed in a trade at a price of $578.41. 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.

	/s/ Nicole Puza, POA for Andrew R.J. Bonfield	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Caterpillar (CAT) report in this Form 4?

The Form 4 discloses that Caterpillar Inc.'s chief financial officer reported multiple open-market sales of Caterpillar common stock on 12/31/2025, all coded as sale transactions.

How many Caterpillar (CAT) shares did the CFO sell in each reported block?

The reported blocks include sales of 812, 2,628, 1,431, 3,016, 1,473, 600, and 40 shares of Caterpillar common stock, each shown as separate sale entries on 12/31/2025.

At what prices were the Caterpillar (CAT) insider sales executed?

The filing reports weighted average sale prices of $572.71, $573.61, $574.77, $575.77, $576.56, $577.79, and a single trade at $578.41, with each block consisting of one or more trades within stated price ranges around those figures.

How many Caterpillar (CAT) shares does the CFO own after these transactions?

After the reported sales, the Form 4 states that the reporting person directly and beneficially owns 45,460 shares of Caterpillar common stock.

Are the Caterpillar (CAT) insider sales reported as direct or indirect ownership changes?

The transactions are reported under direct ownership, and the amount of securities beneficially owned following the transactions is also listed as directly held.

How were the weighted average prices for the Caterpillar (CAT) insider sales determined?

For each sale group, the filing explains that the reported price is a weighted average sale price for multiple trades executed within a specified price range, and it notes that full trade details will be provided upon request to the SEC staff, the issuer, or a security holder.