[Form 4] Espey Mfg. & Electronics Corp Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Caterpillar Inc. (CAT) discloses that Chief Executive Officer Joseph E. Creed was credited with 35 phantom stock units on 07/25/2025 under the company’s Supplemental Deferred Compensation Plan (SDCP). Each unit is the economic equivalent of one CAT common share but will be settled 100 % in cash upon retirement or separation rather than converted to actual equity.

The units were added at an implied reference price of $433.75; 18 units reflect dividend-equivalent reinvestment and 17 units represent the company’s matching contribution. Following the transaction, Mr. Creed now beneficially owns 10,436 phantom stock units. No open-market purchase, sale, or direct ownership change in CAT common stock occurred, and all holdings remain direct (D) and entirely within the non-qualified deferred compensation structure.

Positive

• Alignment element: Phantom stock units tie a portion of CEO compensation to CAT share performance, offering some incentive alignment without share dilution.

Negative

• No direct share purchase: Cash-settled phantom units do not increase actual insider equity ownership, limiting the strength of the alignment signal.

Insights

Financial Analyst

TL;DR: Deferred-comp plan credit; no cash outflow, no equity dilution, neutral investor impact.

The filing records routine bookkeeping: 35 additional phantom units, lifting the CEO’s synthetic CAT exposure to 10,436 units. Because the award settles in cash and sits inside an unfunded SDCP, it neither affects share count nor signals insider conviction through open-market buying. The reference price of $433.75 merely reflects accounting for dividend equivalents and company match. From a valuation or liquidity standpoint, there is no material effect on Caterpillar’s capital structure, cash flow, or governance profile. I classify the event as neutral; investors should view it as standard executive compensation accrual.

Corporate Governance Expert

TL;DR: Standard SDCP credit; aligns pay with stock but cash-settled, limited governance signal.

Phantom units mirror stock performance, thus partially aligning CEO incentives with shareholders. However, because settlement occurs in cash, alignment is weaker than direct share ownership and does not increase insider skin-in-the-game. The small size—35 units vs. 10k existing—further limits significance. Governance takeaway: routine, complies with Section 16 reporting, no red flags.

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).

1. Name and Address of Reporting Person^*

WOOL MICHAEL W

(Last) (First) (Middle)

131 HILLS POINT RD

(Street)

CHARLOTTE VT 05445

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESPEY MFG & ELECTRONICS CORP [ ESP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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 - $.33 1/3 par value	07/28/2025		G		100	D	$8.98	16,400(1)	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. In addition to the directly held securities listed above after the family member gifting transaction, the individual also has 16,542 unexercised stock options.

	/s/ Michael Wool	07/28/2025
	** 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 Caterpillar CEO Joseph E. Creed report in the Form 4?

He was credited with 35 phantom stock units on 07/25/2025 under Caterpillar’s Supplemental Deferred Compensation Plan.

Does the transaction affect Caterpillar's share count?

No. Phantom stock units are cash-settled and do not issue new CAT shares or alter shares outstanding.

What is the total phantom stock balance for the CEO after the transaction?

Mr. Creed now holds 10,436 phantom stock units equivalent to CAT common stock.

Was there any open-market purchase or sale of CAT shares?

No. The filing records an internal deferred-compensation credit, not a market transaction.

At what reference price were the phantom units credited?

18 units were credited at $433.75 per share; 17 units were added with no consideration as company match.