Lesson 6 of 8
Ownership and insiders
Vanguard held 10.06 percent of Caterpillar at the end of 2025. Of the company's 1,002 most recent filings, 645 were Form 4s and 62 were Form 144s.
By Javier Sanz
Founder of ValueScreener. Built Ninety Nine, a securities services provider, and sold it to a tier-one global bank; ran operations and internationalization at Alpaca, the brokerage API.
Who writes thisEditorial processLinkedIn (opens in a new tab)X (opens in a new tab)
In one minute
- Officers, directors and ten percent owners report their own trades on Form 4, usually within two business days.
- Crossing five percent of a class triggers a Schedule 13D or 13G, and which one depends on whether the holder intends to influence control.
- Most of a company's EDGAR index is these filings, not its financial reports.
Everything so far has been filed by the company. This lesson is about filings made by other people about the company, and there are far more of them.
They answer two questions a reader asks constantly. Who owns this, and is anyone on the inside selling.
Caterpillar's 1,002 most recent filings, by form
- Form 4, insider transactions645filings
- Form 8-K101filings
- Form 144, proposed sales of restricted stock62filings
- Form 10-Q23filings
- Schedule 13G amendments15filings
- Form 10-K7filings
Nearly two thirds of that index is Form 4s. A reader who thinks of EDGAR as a place for annual reports has the proportions backwards.
Section 16: Forms 3, 4 and 5
Officers, directors and holders of more than ten percent of a registered class file under Section 16 of the 1934 Act.
Form 3 is the initial statement of holdings, filed when the person first becomes an insider. Form 4 reports a change, generally within two business days of the transaction. Form 5 is an annual catch-up for a small set of transactions exempt from prompt reporting.
Form 4 is the useful one. It names the person, the date, whether it was a purchase, a sale, an option exercise or a grant, the number of shares and the price, and the holding afterwards.
The transaction code is what separates signal from noise. A purchase on the open market is a different act from the automatic vesting of a restricted stock unit, and both arrive as a Form 4.
Five percent: Schedules 13D and 13G
Crossing five percent of a registered class triggers a filing under Section 13.
Schedule 13D is the long form, for a holder who may seek to influence or change control. It requires the purpose of the acquisition, the source of the funds, and any plans for the company.
Schedule 13G is the short form, for passive holders and certain institutions. It is what index funds and large asset managers file, and it is amended periodically rather than promptly.
Caterpillar's 2026 proxy summarises the result, based on Schedules 13G, as at 31 December 2025: The Vanguard Group with 46,835,122 shares, 10.06 percent (Caterpillar Inc. 2026 Schedule 14A, accession 0001308179-26-000358), State Street Corporation with 37,741,566 shares, 7.4 percent (Caterpillar Inc. 2026 Schedule 14A, accession 0001308179-26-000358), and BlackRock with 33,509,816 shares, 6.6 percent (Caterpillar Inc. 2026 Schedule 14A, accession 0001308179-26-000358).
Form 144: notice of a proposed sale
Rule 144 governs the resale of restricted and control securities, and a sale above a threshold requires a notice on Form 144.
It reports an intention rather than a completed trade, which is the distinction that catches people. A Form 144 says a sale is proposed. A Form 4 says one happened. Caterpillar's index carries 62 of the first and 645 of the second.
What none of it tells you
Insider selling has many explanations that have nothing to do with a view on the company: tax, diversification, a pre-arranged trading plan, an exercise expiring. The filings record the transaction and not the reason.
The one thing the filings do settle is the fact pattern. Who holds what, who changed it, when, and at what price. That is worth having, and it is not the same as knowing why.
Check yourself
An officer sells shares. Which form reports it, and when?
- Schedule 13D, within ten days
- Form 4, generally within two business days of the transaction
- Form 144, after the sale settles
Show the answer
Answer: B.
Form 4 reports a completed change in an insider's holdings under Section 16. Form 144 is a notice of a proposed sale, filed before it.What distinguishes a Schedule 13D from a Schedule 13G?
- The size of the holding
- The holder's purpose: 13D is for those who may seek to influence control, 13G for passive and institutional holders
- 13G is for foreign holders
Show the answer
Answer: B.
Both are triggered by crossing five percent. The intent decides which form applies, and 13D requires the purpose and any plans to be stated.What does the composition of Caterpillar's filing index show?
- That the company files unusually often
- That most filings about a company are insider and ownership reports rather than financial ones
- That financial reports are filed elsewhere
Show the answer
Answer: B.
Of the 1,002 most recent filings, 645 were Form 4s and 7 were 10-Ks. That is the ordinary shape of a large company's index.Sources
- Section 16(a) of the Securities Exchange Act of 1934 and Forms 3, 4 and 5, on insider reporting and the two business day deadline for Form 4.
- Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, and Schedules 13D and 13G, on beneficial ownership above five percent.
- Rule 144 under the Securities Act of 1933 and Form 144, on resales of restricted and control securities.
- Caterpillar Inc. EDGAR submissions index, read 16 September 2026, covering the 1,002 most recent filings from 12 March 2019 to 1 September 2026, for the counts by form type.
- Caterpillar Inc., Schedule 14A proxy statement, filed 30 April 2026, accession 0001308179-26-000358, for holders of more than five percent as at 31 December 2025, based on Schedules 13G.
What this leaves out
- The filing counts are from one index read on one day, covering what that index returned rather than a company's whole filing history.
- The ownership figures are as reported in that proxy at that date, drawn from Schedules 13G that were themselves filed earlier. Institutional positions change continuously.
- Deadlines and thresholds under Sections 13 and 16 and under Rule 144 have been amended. The current rule text should be read rather than this page.
- Nothing here is legal advice, and nothing here is advice about any security or about any person's trading.