[144] Cloudflare, Inc. Class A common stock, par value $0.001 per share SEC Filing

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).

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.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	6362	1262348.04	310553791	07/28/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/16/2020	Previously Exercised Stock Options	Issuer			6362	12/16/2020	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for CENTER COURT PARTNERS LTD 101 Townsend Street San Francisco CA 94107	Common	07/25/2025	400	80000.00
10b5-1 Sales for CENTER COURT 2020 TRUST 2 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/25/2025	400	80000.00
10b5-1 Sales for CENTER COURT 2020 TRUST 3 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/25/2025	400	80000.00
10b5-1 Sales for CENTER COURT 2020 TRUST 1 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/25/2025	400	80000.00
10b5-1 Sales for CENTER COURT PARTNERS LTD 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	8689	1739332.74
10b5-1 Sales for CENTER COURT 2020 TRUST 2 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	9000	1801436.40
10b5-1 Sales for CENTER COURT 2020 TRUST 3 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	8238	1649054.01
10b5-1 Sales for CENTER COURT 2020 TRUST 1 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	8343	1670060.03
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	10000	1981295.00
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	06/20/2025	10000	1807588.00
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	05/20/2025	41556	6515116.44

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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.