Vanguard discloses 46.8M shares in Caterpillar (NYSE: CAT) amendment

Rhea-AI Filing Summary

Caterpillar Inc ownership update: The Vanguard Group reports 46,835,122 shares beneficially owned, equal to 10.06% of common stock. The filing states shared voting power 4,600,054 and shared dispositive power 46,835,122. The filer notes it went through an internal realignment on January 12, 2026 that will lead certain subsidiaries to report separately.

Insights

Institutional Ownership Specialist

Vanguard holds a disclosed 10.06% stake in Caterpillar with shared voting control.

The filing reports 46,835,122 shares beneficially owned and a 10.06% stake; voting power is shown as shared voting power 4,600,054 and shared dispositive power 46,835,122. This describes positions held on behalf of clients and aggregated by the filer.

The note that the filer went through an internal realignment on January 12, 2026 explains forthcoming disaggregated reporting by subsidiaries; timing and specific subsidiary balances are not detailed in the excerpt.

Securities Compliance Analyst

This is an amended Schedule 13G/A reflecting institutional beneficial ownership and a corporate reporting change.

The form lists ownership metrics and includes a compliance-oriented comment about internal realignment and separate subsidiary reporting under SEC Release No. 34-39538. The signature is dated March 5, 2026.

Regulatory observers will note the filer’s statement that subsidiaries "will report beneficial ownership separately (on a disaggregated basis)"; subsequent amendments may follow as subsidiaries file.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 12)

Caterpillar Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

02/27/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,600,054.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 46,835,122.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

46,835,122.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.06 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: On January 12, 2026, The Vanguard Group, Inc. went through an internal realignment. As of that date, The Vanguard Group, Inc. no longer performs portfolio management services or administers proxy voting. In accordance with SEC Release No. 34-39538 (January 12, 1998), The Vanguard Group, Inc. anticipates that certain subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that currently have, or are deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Caterpillar Inc
(b)	Address of issuer's principal executive offices: 5205 North O'Connor Blvd, Suite 100, Irving, TX, 75039
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 149123101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 46835122
(b)	Percent of class: 10.06 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 4600054
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 46835122
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	03/05/2026

FAQ

How many Caterpillar (CAT) shares does The Vanguard Group report owning?

The Vanguard Group reports owning 46,835,122 shares of Caterpillar common stock, which the filing labels as beneficially owned by the filer.

What percent of Caterpillar does Vanguard's reported stake represent?

The filing states the position represents 10.06% of Caterpillar's common stock, as disclosed in the Schedule 13G/A amendment submitted by The Vanguard Group.

What voting and dispositive powers does Vanguard report for CAT shares?

The Schedule 13G/A shows shared voting power 4,600,054, sole voting power 0, and shared dispositive power 46,835,122 for the reported holdings.

Did The Vanguard Group disclose any change in its reporting structure?

Yes. The filing states The Vanguard Group, Inc. went through an internal realignment on January 12, 2026, and certain subsidiaries intend to report beneficial ownership separately.

When was the Schedule 13G/A amendment signed for this filing?

The Schedule 13G/A amendment is signed by Ashley Grim, Head of Global Fund Administration, with the signature dated March 5, 2026.