[Form 4] Caterpillar Inc. Insider Trading Activity

Rhea-AI Filing Summary

Energy Vault (NRGV) filed an 8-K disclosing that its subsidiary, Cross Trails Energy Storage Project, LLC, entered into a $17.8 million senior secured term-loan with Wilmington Trust and a lending syndicate on 23 Jul 2025. The single-draw facility was fully funded at closing and will be used to cover project capex, operating costs, required reserves and permitted sponsor distributions for the Cross Trails battery-storage project.

The loan bears interest at 5.0% (ABR) or 6.0% (SOFR), subject to 200 bp step-ups/step-downs, amortises on a pre-agreed schedule and matures 23 Jul 2032. It is secured by a first-priority lien on substantially all project assets and membership interests. Covenants include restrictions on additional debt, liens and distributions, plus a minimum DSCR of 1.10×. Voluntary prepayment is allowed with make-whole premium; mandatory prepayment events cover insurance proceeds, asset sales, non-permitted debt/equity and other customary triggers. The company issued a press release on 24 Jul 2025 announcing the transaction (Exhibit 99.1).

Positive

• $17.8 million fully funded term-loan secures capital for Cross Trails project without issuing additional equity
• Seven-year tenor with voluntary prepay rights allows refinancing flexibility if rates fall
• Lenient 1.10× DSCR provides covenant headroom during project ramp-up

Negative

• Adds secured debt, increasing leverage and potential subordination for existing unsecured creditors
• Interest can step up by 200 bp, raising cost of capital if performance thresholds are missed
• Mandatory prepayment triggers could force liquidity outflows under adverse scenarios

Insights

Project Finance Analyst

TL;DR: Financing secures capital for storage build-out; leverage rises but terms are standard and covenant headroom looks manageable.

The $17.8 mm facility gives Energy Vault non-recourse, asset-level funding with a seven-year tenor, aligning debt service with project cash flows. Pricing (SOFR+≈350 bp vs. current risk-free) is competitive for an early-stage storage asset, suggesting lender confidence in revenue visibility. The 1.10× DSCR is lenient, providing cushion during ramp-up. Step-up provisions guard lenders if performance lags, while voluntary prepay rights let the sponsor refinance if returns improve. Security package and negative covenants are typical; no parent guarantee limits contagion risk to NRGV’s balance-sheet. Overall impact is moderately positive: project advances without diluting equity, though secured debt increases structural subordination for corporate creditors.

Equity Research Analyst

TL;DR: Small, accretive funding round supports pipeline; equity impact limited given modest size.

The loan equals roughly one quarter of NRGV’s 2024 revenue base, so balance-sheet leverage edges higher but remains below peers. Because proceeds fund a revenue-generating asset, EBITDA should rise ahead of debt service, mitigating dilution. However, interest rate step-ups could pressure returns if DSCR tightens or SOFR resets higher. Investors should monitor covenant compliance and project execution milestones; failure would trigger costly mandatory prepayments. Net, the deal de-risks project delivery and demonstrates bankability of Energy Vault’s technology, offering a small positive signal to the equity story.

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^*

Johnson Denise C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

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

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
Phantom Stock Units	(1)	07/25/2025		A		23(2)		(3)	(3)	Common Stock	23	$433.75	30,021(4)	D

Explanation of Responses:

1. Each phantom stock unit under the company's non-qualified deferred compensation plan as reported is generally the economic equivalent of one share of Caterpillar Inc. common stock.

2. This total includes 12 shares that were credited to the reporting person's account under the Supplemental Deferred Compensation Plan ("the Plan") at a price per share of $433.75 and 11 shares that were contributed to the reporting person's account pursuant to the terms of the Plan for no consideration.

3. The phantom stock units are to be settled for 100% in cash upon the reporting person's retirement or separation from service.

4. Includes adjustments for dividends accrued. Moreover, phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash, and therefore the number of phantom stock units the reporting person is deemed to own may change between any given dates due to differences in the percentages of cash and stock in the unitized fund on those dates.

	/s/ Nicole Puza, POA for Denise C. Johnson	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 Energy Vault (NRGV) announce in its July 2025 8-K?

A subsidiary entered into a $17.8 million senior secured term-loan to fund the Cross Trails energy storage project.

What are the key terms of the new Energy Vault loan?

Interest: 5.0% ABR / 6.0% SOFR; maturity: 23 Jul 2032; first-priority lien on project assets; minimum DSCR: 1.10×.

How will the loan proceeds be used by Energy Vault?

Funds cover project capex, operating costs, reserve accounts, fees and permitted sponsor distributions at closing.

Can Energy Vault prepay the Cross Trails loan?

Yes, voluntary prepayment is allowed anytime with accrued interest, breakage costs and a repayment premium.

What events trigger mandatory prepayment of the facility?

Insurance or condemnation proceeds, large asset sales, non-permitted debt or equity issuances and similar customary events.

Does the loan impact Energy Vault's corporate balance sheet?

Obligations are at the project-level; no parent guarantee was disclosed, limiting direct impact on corporate debt.