[Form 4] Caterpillar Inc. Insider Trading Activity

Rhea-AI Filing Summary

D. James Umpleby III reported a sale of 17,168 shares of Caterpillar Inc. (CAT) on 09/02/2025 at a weighted average price of $412.87, executed as multiple trades. After the sale the reporting person beneficially owns 482,505 shares directly. The filing discloses indirect holdings of 59,000 shares held by an irrevocable trust for descendants, 36,040 shares held by a children\'s irrevocable trust, and 1,028 shares held via a 401(k) plan (401(k) info dated August 31, 2025). The form indicates the transaction was made pursuant to a 10b5-1 plan and is signed by a POA on 09/03/2025.

Positive

• Transaction executed under a 10b5-1 plan, indicating a prearranged trading plan and potential compliance with insider-trading rules
• Detailed disclosure of direct and indirect holdings including trusts and 401(k), improving transparency
• Weighted average sale price and price range disclosed, enabling clearer assessment of execution

Negative

• Reduction in direct holdings by 17,168 shares following the reported disposition
• Form signed by a power of attorney rather than the reporting person, which may warrant confirmation of authorization

Insights

Corporate Governance Expert

TL;DR Routine insider sale disclosed under a 10b5-1 plan; transparency and formal plan invocation reduce governance concerns.

The filing shows the reporting person used a 10b5-1 plan, which indicates prearranged trading and supports compliance with insider trading rules. The disclosure lists both direct and indirect holdings, including trusts and a 401(k) position, which helps clarify the reporting person\'s economic interest in the issuer. The form is signed by a power of attorney, and an explanation notes the trades were executed across a price range with a weighted average reported, consistent with standard reporting practices.

Securities Analyst

TL;DR Sale of 17,168 CAT shares executed across multiple trades; reported details enable assessment of ownership changes.

This Form 4 records a disposition of 17,168 shares at a weighted average price of $412.87 and a remaining direct beneficial ownership of 482,505 shares. The filing specifies related indirect holdings in trusts and a 401(k), and notes dividends accrued are included in totals. The disclosure of the trade pricing range and the 10b5-1 designation provides useful context for evaluating whether the sale was preplanned rather than opportunistic.

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		17,168	D	$412.87(1)	482,505(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								1,028	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. This transaction was entered as multiple trades, at prices ranging from $410.37 to $414.50. 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

2. Includes dividends accrued.

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

	/s/ Nicole Puza, POA for D. James Umpleby III	09/03/2025
	** 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 did D. James Umpleby III report on the Form 4 for CAT?

The filing reports a sale of 17,168 shares on 09/02/2025 at a weighted average price of $412.87 and a direct beneficial ownership of 482,505 shares after the sale.

Was the CAT insider transaction part of a 10b5-1 trading plan?

Yes. The filer checked the box indicating the transaction was made pursuant to a 10b5-1(c) written plan.

What indirect holdings does the Form 4 disclose for the reporting person?

The report lists 59,000 shares held by an irrevocable trust for descendants, 36,040 shares held by a children\\'s irrevocable trust, and 1,028 shares held by a 401(k) plan (401(k) statement dated August 31, 2025).

At what prices were the shares sold according to the filing?

The filing states the transaction was entered as multiple trades at prices ranging from $410.37 to $414.50, and the reported price is the weighted average of $412.87.

Who signed the Form 4 and when?

The form was signed by Nicole Puza, POA for D. James Umpleby III on 09/03/2025.