Form 4: Caterpillar Executive Sells Shares Under 10b5-1 Plan

Caterpillar's Executive Chairman, Donald J. Umpleby III, sold 17,168 shares of common stock for approximately $7.08 million under a pre-arranged 10b5-1 plan.

Summary

• Donald J. Umpleby III, Executive Chairman and Director of Caterpillar Inc., reported a transaction on September 2, 2025.
• The transaction involved the sale of 17,168 shares of Caterpillar Common Stock.
• The shares were sold at a weighted average price of $412.87 per share, totaling approximately $7,084,000.
• This sale was executed pursuant to a Rule 10b5-1 trading plan, indicating it was pre-scheduled.
• Following the transaction, Mr. Umpleby III directly beneficially owns 482,505 shares.
• Indirect beneficial ownership includes 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.

Sentiment

Score: 5

Explanation: A Form 4 reporting a sale under a 10b5-1 plan is generally neutral, as the pre-arranged nature suggests personal financial planning rather than a reaction to new company information.

Positives

• The transaction was executed under a Rule 10b5-1 plan, which indicates it was pre-scheduled and not based on new, non-public information, mitigating potential negative interpretations of insider selling.

Negatives

• The Executive Chairman reduced his direct beneficial ownership by 17,168 shares, which could be perceived as a slight reduction in direct alignment with shareholder interests, although the overall holding remains substantial.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may note the reduction in direct beneficial ownership by a key executive, though the pre-arranged nature of the sale under a 10b5-1 plan mitigates concerns about its implications for company performance.

Key Dates

Keywords

Caterpillar, CAT, insider trading, Form 4, stock sale, executive, 10b5-1 plan, common stock