Energy Vault Holdings (NYSE: NRGV) doubles revenue but leans on new debt
Energy Vault Holdings, Inc. reported sharply higher revenue but continued large losses for the three and six months ended June 30, 2026. Revenue rose to $17.4 million in the quarter and $39.2 million year‑to‑date, more than doubling prior‑year levels, driven mainly by energy storage product sales and growing tolling and PPA revenue. Gross profit improved to $5.4 million in the quarter, but high operating expenses, especially general and administrative costs, led to an operating loss of $24.7 million and a net loss of $29.7 million for the quarter, and $62.2 million for the first half.
Cash and cash equivalents were $93.0 million with an additional $55.0 million of restricted cash. The company used $84.4 million of cash in operating activities in the first half and funded itself with significant new debt, including $150.0 million of Senior Convertible Notes and $83.0 million of convertible debentures, increasing total debt to $264.2 million. Stockholders’ equity declined to $6.9 million as accumulated deficit grew to $549.6 million. Management states existing cash is expected to cover obligations for at least 12 months. Remaining performance obligations under customer contracts totaled $362.0 million, with most expected to convert to revenue within a year, providing visibility into near‑term activity.
Positive
- Revenue more than doubled year‑to‑date to $39.2 million from $17.0 million, and quarterly revenue rose to $17.4 million from $8.5 million, indicating strong top‑line growth.
- Remaining performance obligations reached $362.0 million, with about 87% expected to be recognized within 12 months, giving substantial near‑term revenue visibility.
- Management states available cash and cash equivalents are expected to fund operations and meet obligations for at least the next 12 months, supporting the going‑concern assumption.
- Tolling and PPA revenue, including lease components, increased to $3.6 million for the first half from $0.4 million, showing progress in owned and operated energy infrastructure projects.
Negative
- Net loss widened to $62.2 million for the first half of 2026 from $56.1 million, and accumulated deficit grew to $549.6 million.
- Operating cash flow swung from $12.6 million provided in the prior‑year first half to $84.4 million used, reflecting higher working capital needs and project spending.
- Total debt increased to $264.2 million from $99.6 million, while stockholders’ equity fell to $6.9 million, materially leveraging the balance sheet.
- A subsidiary failed to meet a debt service coverage ratio under the Cross Trails Credit Agreement for two quarters, requiring an equity cure and lender waiver to avoid default.
- Asset‑level concentration remains high, with a single customer previously comprising 93% of year‑end accounts receivable and a small number of customers still generating a large share of revenue.
Filing Explained
Share issuance is already occurring, while convertible debentures add potential dilution and scheduled cash-payment obligations.
The Form 10-Q is an unaudited quarterly report covering
At
The ATM program permits gradual sales of new shares in the open market. During the quarter, the company sold 721,185 shares at a weighted-average price of
The remaining
Debt maturities require scheduled cash payments of
Key Figures
Quarterly Revenue: $17,369 (in thousands)
Year-to-date Revenue: $39,248 (in thousands)
Net Loss YTD: $62,177 (in thousands)
+5 more
8 metrics
Quarterly Revenue
$17,369 (in thousands)
Revenue for the three months ended June 30, 2026
Year-to-date Revenue
$39,248 (in thousands)
Revenue for the six months ended June 30, 2026
Net Loss YTD
$62,177 (in thousands)
Net loss for the six months ended June 30, 2026
Operating Cash Flow
$(84,361) (in thousands)
Net cash used in operating activities for the six months ended June 30, 2026
Total Debt
$264,201 (in thousands)
Total outstanding principal as of June 30, 2026
Cash and Cash Equivalents
$93,043 (in thousands)
Balance as of June 30, 2026
Restricted Cash
$54,978 (in thousands)
Total restricted cash as of June 30, 2026
Remaining Performance Obligations
$362,000 (in thousands)
Contracted backlog under ASC 606 as of June 30, 2026
Key Terms
remaining performance obligations, tolling and power purchase agreement, Senior Convertible Notes, convertible debentures, +2 more
6 terms
remaining performance obligations financial
"As of June 30, 2026, the amount of the Company’s remaining performance obligations was $362.0 million"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
tolling and power purchase agreement financial
"Tolling and power purchase agreement (“PPA”) revenue (1) | 2,026 | 390"
Senior Convertible Notes financial
"the Company completed a private offering of $140.0 million aggregate principal amount of Senior Convertible Notes due 2031"
A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.
convertible debentures financial
"the Company entered into a securities purchase agreement with YA II PN, Ltd. to issue senior unsecured convertible debentures"
Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.
debt service coverage ratio financial
"lenders waived any default arising from failure to comply with the debt service coverage ratio requirements"
Debt service coverage ratio measures how many times a company's available cash flow can pay its scheduled debt payments (interest plus principal). Think of it like checking how many months of take-home pay it would take to cover your mortgage and loan bills; a higher number means a bigger cushion against missed payments. Investors use it to gauge credit risk, the likelihood of default, and whether a company can afford dividends or new borrowing.
restricted cash financial
"Restricted cash primarily consists of cash deposits held in segregated accounts as collateral for certain debt financing"
Cash that a company holds but cannot use for day-to-day operations because it is set aside for a specific purpose—such as meeting loan covenants, serving as collateral, funding an escrow, or complying with regulations. Like money in a locked savings account earmarked for a bill, restricted cash reduces the cash available to run the business and pay dividends or debts, so investors treat it differently when assessing a company’s true short-term financial strength.
Earnings Snapshot
Revenue (quarter): $17,369 (in thousands)
Three and six months ended June 30, 2026
Revenue (quarter)
$17,369 (in thousands)
increased versus prior-year quarter
Revenue (year-to-date)
$39,248 (in thousands)
more than doubled versus prior-year period
Net loss (year-to-date)
$62,177 (in thousands)
widened versus prior-year period
Operating cash flow (year-to-date)
$(84,361) (in thousands)
declined from positive to negative
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FAQ
How did Energy Vault (NRGV) perform financially in the quarter ended June 30, 2026?
Energy Vault reported $17.4 million in revenue and a net loss of $29.7 million for the quarter. Year‑to‑date revenue reached $39.2 million with a net loss of $62.2 million, reflecting strong growth but continued negative profitability.
What is Energy Vault (NRGV)’s cash and liquidity position as of June 30, 2026?
The company held $93.0 million in cash and cash equivalents and $55.0 million in restricted cash. Management believes this liquidity will fund operations and obligations for at least the next 12 months, despite significant operating cash outflows.
How much debt does Energy Vault (NRGV) have, and what new borrowings were added?
Total debt was $264.2 million, up from $99.6 million at year‑end. New borrowings include $150.0 million of Senior Convertible Notes due 2031 and $83.0 million of convertible debentures, increasing interest expense and leverage.
What are Energy Vault (NRGV)’s remaining performance obligations and expected revenue timing?
Remaining performance obligations under customer contracts totaled $362.0 million as of June 30, 2026. The company expects to recognize approximately 87% of this amount as revenue within 12 months and the balance thereafter.
Did Energy Vault (NRGV) face any debt covenant issues in 2026?
A project subsidiary under the Cross Trails Credit Agreement failed a debt service coverage ratio for two quarters. Lenders provided a waiver and allowed an equity cure, preventing an event of default or acceleration of the facility.
How concentrated is Energy Vault (NRGV)’s customer base and credit exposure?
As of June 30, 2026, three customers represented 56%, 16%, and 12% of accounts receivable. For the quarter, three customers generated 41%, 21%, and 21% of revenue, indicating significant customer concentration and related credit risk.
What is the status of Energy Vault (NRGV)’s backlog and project pipeline?
Remaining performance obligations of $362.0 million reflect contracted backlog under ASC 606, mostly tied to domestic projects. The company expects the majority to convert to revenue within a year, supporting its integrated energy storage and AI power infrastructure strategy.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to _________
Commission file number 001-39982
___________________________________
___________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
(805 ) 852-0000
Registrant’s telephone number, including area code
___________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | ||||||||
x | Smaller reporting company | ||||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x
The registrant had 181,839,570 shares of common stock, par value $0.0001 per share, outstanding as of August 6, 2026.
Table of Contents
TABLE OF CONTENTS
| Page | |||||
Cautionary Note Regarding Forward-Looking Statements | 3 | ||||
Part I - Financial Information | |||||
Item 1. Financial Statements | 5 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 36 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 55 | ||||
Item 4. Controls and Procedures | 56 | ||||
Part II - Other Information | 57 | ||||
Item 1. Legal Proceedings | 57 | ||||
Item 1A. Risk Factors | 57 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 57 | ||||
Item 3. Defaults Upon Senior Securities | 57 | ||||
Item 4. Mine Safety Disclosures | 57 | ||||
Item 5. Other Information | 57 | ||||
Item 6. Exhibits | 58 | ||||
Signatures | 60 | ||||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond our control and may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
•changes in our strategy, expansion plans, customer opportunities, future operations, future financial position, estimated revenues and losses, projected costs, prospects and plans;
•the implementation, market acceptance and success of our business model and growth strategy;
•our ability to obtain funding for our operations and future growth;
•our awards, bookings, backlog and developed pipeline equating to future revenue;
•our ability to successfully provide AI power infrastructure and secure additional AI power infrastructure work;
•our ability to develop and maintain our brand and reputation;
•developments and projections relating to our business, our competitors, and industry;
•the impact of macroeconomic uncertainty, including with respect to uncertainty about the future relationship between the United States and other countries with respect to trade policies and tariffs;
•changes in tax laws and government regulations and the impact of those changes on us, including as a result of the One Big Beautiful Bill Act and its changes to the Internal Revenue Code of 1986, as amended and the clean-energy tax credits established under the Inflation Reduction Act of 2022;
•investment in development projects that may not achieve commercial operations in our predicted timeframe or at all;
•our efforts to diversify our supply chain to lessen the impact of tariffs and global disruptions to maritime traffic;
•our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
•expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012;
•our future capital requirements and sources and uses of cash;
•the international nature of our operations and the impact of war or other hostilities on our business and global markets; and
•our business, expansion plans and opportunities, including our expansion into owned and operated projects.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in our 2025 Annual Report on Form 10-K and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Additionally, our discussions of environmental, social, and governance (“ESG”) assessments, goals and relevant issues herein or in other locations, including our corporate website, are informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. References to “materiality” in the context of such discussions and any related assessment of ESG “materiality” may differ from the definition of “materiality” under the federal securities laws for
3
Table of Contents
SEC reporting purposes. Furthermore, much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, we note that standards and expectations regarding greenhouse gas (“GHG”) accounting and the process for measuring and counting GHG emissions and GHG emissions reductions are evolving, and it is possible that our approaches both to measuring our emissions and any reductions may be at some point, either currently or in the future, considered not in keeping with best practices. In addition, our disclosures based on any standards may change due to revisions in framework requirements, availability or quality of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. Any forward-looking statements only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
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Part I-Financial Information
Item 1. Financial Statements
ENERGY VAULT HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(Unaudited) (In thousands except par value)
June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, current portion | |||||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
Contract assets, net of allowance for credit losses of $ | |||||||||||
| Inventory | |||||||||||
| Advances to suppliers | |||||||||||
| Property and equipment held for sale | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Investments, long-term portion | |||||||||||
| Restricted cash, long-term portion | |||||||||||
| Deferred income taxes, net | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
Liabilities and Stockholders’ Equity | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
Debt, current portion (including $ | |||||||||||
| Contract liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
Long-term debt (including $ | |||||||||||
| Warrant liabilities | |||||||||||
| Deferred pension obligation | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Mezzanine Equity | |||||||||||
| Redeemable non-controlling interest | |||||||||||
| Stockholders’ Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Non-controlling interest | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total Liabilities, Mezzanine Equity, and Stockholders’ Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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ENERGY VAULT HOLDINGS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited) (In thousands except per share data)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Depreciation, amortization, and accretion (excluding amounts included in cost of revenue) | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Change in fair value of financial instruments carried at fair value | |||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to non-controlling interest | ( | ( | |||||||||||||||||||||
| Net loss attributable to Energy Vault Holdings, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share attributable to common stockholders — basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share attributable to common stockholders — diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares outstanding — basic | |||||||||||||||||||||||
| Weighted average shares outstanding — diluted | |||||||||||||||||||||||
| Other comprehensive income (loss) — net of tax | |||||||||||||||||||||||
| Actuarial gain (loss) on pension | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Foreign currency translation gain (loss) | ( | ( | ( | ||||||||||||||||||||
| Total other comprehensive income (loss) attributable to Energy Vault Holdings, Inc. | ( | ( | ( | ||||||||||||||||||||
| Total comprehensive loss attributable to Energy Vault Holdings, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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ENERGY VAULT HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited) (In thousands)
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest (“NCI”) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units (“RSUs”) | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Shares issued per Convertible Debentures | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares issued under the at-the-market (“ATM”) program, net of issuance costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Paid-in-kind (“PIK”) distributions to redeemable non-controlling interest (“Redeemable NCI”) | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Accretion of Redeemable NCI | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Actuarial gain on pension | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Foreign currency translation loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-Controlling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares issued per equity purchase agreement | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Actuarial loss on pension | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Foreign currency translation loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Reallocation of NCI due to forfeiture | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
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ENERGY VAULT HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders’ Equity (Continued)
(Unaudited) (In thousands)
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Shares issued per Convertible Debentures | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares issued under the ATM program, net of issuance costs | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Purchase of capped calls | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| PIK distributions to Redeemable NCI | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Accretion of Redeemable NCI | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Actuarial loss on pension | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Foreign currency translation gain | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of RSUs | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares issued per equity purchase agreement | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Short-swing profit recovery | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Actuarial gain on pension | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Foreign currency translation gain | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Reallocation of NCI due to forfeiture | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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ENERGY VAULT HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited) (In thousands)
Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation, amortization, and accretion | |||||||||||
| Non-cash debt and financing costs | |||||||||||
| Loss on debt extinguishment | |||||||||||
| Non-cash interest income | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Provision for credit losses | |||||||||||
| Change in fair value of financial instruments carried at fair value | ( | ||||||||||
| Impairment of equity securities | |||||||||||
| Non-cash expenses related to equity purchase agreement | |||||||||||
| Deferred income taxes | |||||||||||
| Foreign exchange losses (gains) | ( | ||||||||||
| Change in operating assets and liabilities | |||||||||||
| Accounts receivable | |||||||||||
| Inventory | ( | ||||||||||
| Contract assets | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Advances to suppliers | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Contract liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Other long-term liabilities | ( | ||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash Flows From Investing Activities | |||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Investment in note receivable | ( | ||||||||||
| Investment tax credit proceeds | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| ENERGY VAULT HOLDINGS, INC. | |||||||||||
| Condensed Consolidated Statements of Cash Flows (Continued) | |||||||||||
| (Unaudited) (In thousands) | |||||||||||
Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows From Financing Activities | |||||||||||
| Proceeds from issuance of debt | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ( | |||||||||
| Purchase of capped calls | ( | ||||||||||
| Proceeds from insurance premium financings | |||||||||||
| Repayment of insurance premium financings | ( | ( | |||||||||
| Proceeds from issuance of stock | |||||||||||
| Payment of equity issuance costs | ( | ||||||||||
| Short-swing profit recovery | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Payment of finance lease obligations | ( | ( | |||||||||
| Payment of taxes related to net settlement of equity awards | ( | ||||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | ( | ||||||||||
| Net increase in cash, cash equivalents, and restricted cash | |||||||||||
Cash, cash equivalents, and restricted cash – beginning of the period | |||||||||||
Cash, cash equivalents, and restricted cash – end of the period | |||||||||||
| Less: restricted cash at end of period | |||||||||||
| Cash and cash equivalents - end of period | $ | $ | |||||||||
| Supplemental Disclosures of Cash Flow Information: | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | |||||||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Information: | |||||||||||
| Actuarial gain (loss) on pension | ( | ||||||||||
| Property and equipment financed through accounts payable and accrued expenses | |||||||||||
| Assets acquired on finance lease | |||||||||||
| Debt issuance costs incurred but unpaid | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Energy Vault Holdings, Inc., which together with its subsidiaries is referred to herein as “Energy Vault” or the “Company,” is an integrated global energy infrastructure platform that builds, owns and operates flexible, reliable energy systems designed to accelerate time-to-power for utilities, independent power producers, industrial customers and the artificial intelligence and data center market. At the core of our platform is a technology-agnostic, software-enabled architecture that is designed to accelerate project delivery, optimize performance and drive faster time-to-revenue. Energy Vault’s integrated solutions combine energy storage, generation, and advanced energy management to deliver scalable infrastructure tailored to customer needs. Our portfolio spans short-, long-, and multi-day duration storage, engineered to enable reliability, flexibility and cost efficiency across applications.
Through this integrated model, we offer utilities, independent power producers, and large energy users solutions that may include standalone energy storage, integrated generation and storage configurations, and related power infrastructure. We manage projects across the lifecycle, from sourcing and development through permitting and interconnection, engineering and construction management, commissioning, and operations, and we provide software-enabled monitoring, controls, and services intended to support asset availability, operational efficiency, and lifecycle performance.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025. The condensed consolidated balance sheet as of December 31, 2025, included herein, was derived from the consolidated financial statements of the Company as of that date.
These unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2026, results of operations and comprehensive loss and stockholders’ equity activities for the three and six months ended June 30, 2026, and cash flows for the six months ended June 30, 2026. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any interim period or for any other future year.
Principles of Consolidation
These unaudited interim condensed consolidated financial statements include Energy Vault Holdings, Inc., its wholly owned subsidiaries, and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Use of Estimates
The preparation of the condensed consolidated financial statements, in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim condensed consolidated financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. Estimates made by management include, among others, revenue recognition, debt measured at fair value, provision for credit losses, warranty accruals, warrant liabilities, and stock-based compensation. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations.
Liquidity
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the normal course of business.
Since our inception in October 2017, we have incurred significant net losses and have used significant cash in our business. As of June 30, 2026 and December 31, 2025, we had accumulated deficits of $549.6 million and $487.4 million, respectively, and net losses of $62.2 million and $56.1 million for the six months ended June 30, 2026 and 2025, respectively. We anticipate that we will incur net losses for the foreseeable future and there is no guarantee that we will achieve or maintain profitability.
Management believes that its cash and cash equivalents on hand as of the filing date of this Quarterly Report will be sufficient to fund the Company’s operating activities and meet its obligations as they become due for at least the next twelve months.
Restricted Cash
Restricted cash primarily consists of cash deposits held in segregated accounts as collateral for certain debt financing requirements and for guarantees and bonds issued in connection with our customer projects. Under the terms of our senior notes, cash proceeds are restricted until pre-agreed milestones are achieved.
Additionally, our contractual arrangements with customers often require us to issue letters of credit, bank guarantees, and performance and payment bonds to secure our performance under those contracts. To collateralize these instruments, we deposit cash in restricted accounts that cannot be used for general corporate purposes until the underlying obligations are settled or the guarantees expire.
The following table summarizes restricted cash balances (amounts in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Restricted cash, current portion | $ | $ | |||||||||
| Restricted cash, long-term portion | |||||||||||
| Total restricted cash | $ | $ | |||||||||
| Restricted cash related to debt financing | $ | $ | |||||||||
| Restricted cash related to customer and owned projects | |||||||||||
| Other | |||||||||||
| Total restricted cash | $ | $ | |||||||||
Concentration of Credit and Other Risks
Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, and customer financings receivable.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of June 30, 2026, three customers accounted for 56 %, 16 %, and 12 % of accounts receivable, respectively. As of December 31, 2025, one customer accounted for 93 % of accounts receivable.
Revenue from three customers accounted for 41 %, 21 %, and 21 % of total revenue, respectively, for the three months ended June 30, 2026 and revenue from three customers accounted for 54 %, 22 %, and 10 % of total revenue, respectively, for the six months ended June 30, 2026.
Revenue from three customers accounted for 50 %, 31 %, and 10 % of total revenue, respectively, for the three months ended June 30, 2025 and revenue from three customers accounted for 52 %, 19 %, and 15 % of total revenue, respectively, for the six months ended June 30, 2025.
Summary of Significant Accounting Policies
The Company’s significant accounting policies are discussed in Note 2 of the notes to the consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026. There have not been any significant changes to these policies other than as described below during the six months ended June 30, 2026.
Capitalized Software Development Costs
Effective January 1, 2026, due to a change in facts and circumstances, the Company began accounting for its capitalized software development costs using Accounting Standards Codification (“ASC”) ASC 350-40, Internal-Use Software (“ASC 350-40”), rather than ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed (“ASC 985-20”). The Company originally applied ASC 985-20 because it initially intended to allow customers to take possession of the software. The Company no longer offers the software in a manner that permits customers to take possession and instead uses the software solely in hosted software-as-a-service arrangements and in its own operations, including Company-owned energy storage systems. As a result, the Company concluded that ASC 350-40 is the appropriate accounting model beginning January 1, 2026 and applied the change prospectively. Immediately prior to the change, the Company performed an impairment assessment of its capitalized software costs as of December 31, 2025 under ASC 985-20 and determined that no impairment was required. The remaining carrying value was reclassified to internal-use software on January 1, 2026. The change in applicable accounting model had no impact on the Company’s condensed consolidated financial statements.
Recently Adopted Accounting Standards
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU addresses the complexity and cost associated with estimating expected credit losses for current accounts receivable and current contract assets that arise from revenue contracts under ASC 606. The main provision applicable to all entities is a new practical expedient which, if elected, permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts. The Company elected the practical expedient on January 1, 2026 and the adoption of this standard did not have a material impact on the Company’s consolidated balance sheets, results of operations and comprehensive loss, or cash flows.
Recent Accounting Standards Issued, But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses. The ASU requires the disclosure of additional information about specific costs and expense categories in the notes to the consolidated financial statements. The standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The standard should be applied on a prospective basis with the option to apply the standard retrospectively. We are currently evaluating the impact this ASU would have on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 updates the accounting for internal use software by removing the existing project stage framework and requiring capitalization of qualifying software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform its intended function. The amendments also apply to website development costs currently accounted for under Subtopic 350-50. The standard is effective for annual reporting periods
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments may be adopted on a prospective, modified transition, or retrospective basis. The Company is currently evaluating the effect that adoption of ASU 2025-06 will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve navigability of the guidance in Topic 270, Interim Reporting, and clarify when it applies. The ASU also addresses the form and content of such financial statements and interim disclosure requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact that ASU 2025-11 will have on its consolidated financial statements and related disclosures.
NOTE 3. REVENUE RECOGNITION
The Company recognized revenue for the product and service categories as follows for the three and six months ended June 30, 2026 and 2025 (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sale of energy storage products | $ | $ | $ | $ | |||||||||||||||||||
Tolling and power purchase agreement (“PPA”) revenue (1) | |||||||||||||||||||||||
| Operation and maintenance services | |||||||||||||||||||||||
| Software licensing | |||||||||||||||||||||||
| Intellectual property (“IP”) licensing | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
__________________
(1) Revenue from the arrangement accounted for as an operating lease was $1.1 million and $1.6 million for the three and six months ended June 30, 2026, respectively, and was $0.4
Remaining Performance Obligations
Remaining performance obligations represent the amount of unearned transaction price for contracts accounted for under ASC 606, Revenue from Contracts with Customers (“ASC 606”). As of June 30, 2026, the amount of the Company’s remaining performance obligations was $362.0 million, of which approximately 77 % related to domestic projects and approximately 23 % related to international projects. The Company expects to recognize approximately 87 % of the remaining performance obligations as revenue over the next 12 months and the remainder more than 12 months from June 30, 2026.
Contract Balances
The following table provides information about contract assets and contract liabilities from contracts with customers accounted for under ASC 606 (amounts in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Refundable contribution | $ | $ | |||||||||
| Unbilled receivables | |||||||||||
| Less allowance for credit losses | ( | ( | |||||||||
| Contract assets, net of allowance for credit losses | $ | $ | |||||||||
| Contract liabilities | $ | $ | |||||||||
Contract assets consist of a refundable contribution and unbilled receivables. The refundable contribution was initially payable to the Company upon the customer’s first gravity energy storage system achieving substantial completion, subject to potential downward adjustment for liquidated damages if specified performance metrics were not met. In 2024, the
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
customer agreed to remove the substantial completion condition and committed to repay the refundable contribution in the second half of 2024. However, the customer did not remit payment, and during 2024 the Company increased its allowance for credit losses to fully reserve this receivable.
Unbilled receivables represent the estimated value of unbilled work for projects with performance obligations recognized over time.
Contract liabilities consist of deferred revenue. Under certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing the related contract work. In those instances, the Company recognizes a liability for advance billings in excess of revenue recognized, which is referred to as deferred revenue. Deferred revenue is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. For the three and six months ended June 30, 2026, the Company recognized revenue of $3.3 million and $4.0 million, respectively, related to amounts that were included in the deferred revenue balance as of the beginning of each period. For the three and six months ended June 30, 2025, the Company recognized revenue of $0.1 million and $8.4 million, respectively, related to amounts that were included in the deferred revenue balance as of the beginning of each period.
Lease Revenue
The Company has one tolling agreement that is accounted for as a lease under ASC 842, Leases (“ASC 842”). The agreement is accounted for as a lease because the customer (the “lessee”) has the right to obtain substantially all of the economic benefits from the use of the energy storage system and has the right to direct its use throughout the agreement's term. The Company, as lessor, is entitled to receive monthly lease payments based on a contractual floor amount (the “Monthly Floor”), which is subject to reduction each month based on the availability and round-trip efficiency of the energy storage system (the “Effective Monthly Floor”). Lease income is recognized monthly based on a straight-line allocation of the Monthly Floor over the term of the contract, to the extent it represents fixed or in-substance fixed consideration. Any difference between the recognized lease income and the Effective Monthly Floor earned in a given period is recorded as an adjustment to lease income in that period.
At the end of each contract year, if cumulative lease payments received during the year are less than the sum of the twelve Effective Monthly Floors, the lessee is required to make a true-up payment for the shortfall. The Company is also entitled to variable lease payments equal to a specified percentage of the net market revenue generated by the lessee that exceeds the cumulative Effective Monthly Floors for that contract year.
The lease does not contain an option for the lessee to extend the term or purchase the asset. The agreement may be terminated early by either party under certain conditions, including for prolonged force majeure events, or by the non-defaulting party upon an event of default.
The aggregate remaining Monthly Floor payments as of June 30, 2026 presented in the table below do not reflect potential reductions due to performance-based adjustments that may occur throughout the contract term (amounts in thousands) (1):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
__________________
(1) The table reflects contractual Monthly Floor payments due under the lease agreement for each fiscal year. These amounts represent the stated floor amounts prior to any performance-based adjustments. Actual lease payments may be lower in any given period based on the lessee’s achievement of availability and round-trip efficiency thresholds. Additionally, the timing of cash receipts within a year may vary, as monthly payments are dependent on the lessee's net market revenue. Pursuant to the agreement, if cumulative lease payments for the contract year are less than the aggregate Effective Monthly Floors earned, the lessee is required to pay the shortfall to the Company in an annual true-up following the end of each contract year in May.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 4. INVESTMENTS
The following table provides a reconciliation of investments to the Company’s condensed consolidated balance sheets (amounts in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Current (1) | Long-Term | Current (1) | Long-Term | ||||||||||||||||||||
| Investment in equity securities | $ | — | $ | $ | — | $ | |||||||||||||||||
| Other | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(1) Presented within prepaid expenses and other current assets on the condensed consolidated balance sheets.
Investment in Equity Securities
In 2022 and 2023, the Company purchased equity securities in KORE Power, Inc. (“KORE”), a U.S. manufacturer of battery cells and modules. These equity securities do not have a readily determinable fair value and are recorded at cost, less any impairment, plus or minus adjustments for observable price changes in orderly transactions for the same or similar securities, with unrealized gains and losses recognized in earnings.
For the three and six months ended June 30, 2026, the Company recorded an impairment of $2.0
NOTE 5. ALLOWANCE FOR CREDIT LOSSES
Activity in the allowance for credit losses was as follows for the six months ended June 30, 2026 and 2025 (amounts in thousands):
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Accounts Receivable | Contract Assets | Customer Financing Receivable | Convertible Note Receivable | Total | ||||||||||||||||||||||||||||
| Allowance for credit losses, beginning of period | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Provision for credit losses | ||||||||||||||||||||||||||||||||
| Allowance for credit losses, end of period | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Accounts Receivable | Contract Assets | Customer Financing Receivable | Other | Total | ||||||||||||||||||||||||||||
| Allowance for credit losses, beginning of period | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Provision for (benefit from) credit losses | ( | |||||||||||||||||||||||||||||||
| Allowance for credit losses, end of period | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The Company estimates expected uncollectible amounts related to its accounts receivable, contract assets, customer financing receivable, and other notes receivable as of the end of each reporting period, and presents those financial asset balances net of an allowance for expected credit losses in the consolidated balance sheets. The Company generally utilizes a probability-of-default (“PD”) and loss-given-default (“LGD”) methodology to calculate the allowance for credit losses for each customer by type of financial asset. The Company derives its PD and LGD rates using historical rates for corporate bonds as published by Moody’s. The Company uses PD and LGD rates that correspond to the customer’s credit rating and period of time in which the financial asset is expected to remain outstanding.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 6. RELATED PARTY TRANSACTIONS
NOTE 7. PROPERTY AND EQUIPMENT, NET
As of June 30, 2026 and December 31, 2025, property and equipment, net consisted of the following (amounts in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings | |||||||||||
Energy storage systems | |||||||||||
| Commercial demonstration unit (“Snyder CDU”) | |||||||||||
| Machinery and equipment | |||||||||||
| Finance lease right-of-use assets – vehicles | |||||||||||
| Furniture and IT equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Construction in progress | |||||||||||
| Total property and equipment | |||||||||||
| Less: accumulated depreciation and amortization | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation and amortization expense related to property and equipment was $2.9 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively, of which $1.0 million and $0 , respectively was included in cost of revenue and $1.9 million and $0.2 million, respectively, was included in depreciation, amortization, and accretion in the condensed consolidated statements of operations and comprehensive loss.
Depreciation and amortization expense related to property and equipment was $6.1 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively, of which $2.0 million and $0 , respectively, was included in cost of revenue and $4.1 million and $0.4 million, respectively, was included in depreciation, amortization, and accretion in the condensed consolidated statements of operations and comprehensive loss.
The increase in depreciation and amortization expense related to property and equipment primarily reflects depreciation recognized after the Company placed its owned energy storage systems and the Snyder CDU into service in the second half of 2025.
BayWa Project Acquisition
On May 22, 2026, the Company completed an asset acquisition from BayWa r.e. Japan K.K. (“BayWa”) involving a portfolio of development-stage battery energy storage system projects in Japan. The acquired assets primarily included project development rights, grid and interconnection applications and related technical work product, land, and land deposits, and other site-control rights. The total acquisition-date cost was approximately $0.6 million, of which approximately $0.4 million was recognized within property and equipment, primarily as construction in progress and land, and approximately $0.2 million was recognized within prepaid expenses and other current assets for land deposits. The acquisition-date cost was allocated to the acquired assets based on their relative fair values.
The agreement provides for additional payments upon the achievement of specified project development milestones, including ready-to-build status and the earliest occurrence of final investment decision, financial close or a project sale. The aggregate milestone payments are capped at approximately $4.9 million, excluding applicable consumption tax. As of June 30, 2026, no milestone payments had been recognized.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Property and Equipment Held for Sale
In April 2026, the Company entered into an agreement with a third-party for the sale, supply, and delivery of machinery and equipment for approximately $10.3 million.
As of June 30, 2026, the sale had not yet been completed because the equipment must be delivered to the buyer. The Company is contracted to deliver the equipment within the 12 months. Accordingly, the net carrying value of the related property and equipment was reclassified from property and equipment, net to property and equipment held for sale on the condensed consolidated balance sheet as of June 30, 2026. The Company will recognize the sale when the applicable criteria for derecognition are met, which is expected to occur upon transfer of control of the equipment to the buyer. The carrying amount of property and equipment held for sale was $6.2 million as of June 30, 2026.
NOTE 8. INTANGIBLE ASSETS, NET
Intangible assets are stated at amortized cost and consist of the following (amounts in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Internal-use software | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Favorable acquired contracts | |||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Once a software application is placed in service, the Company amortizes its internal-use software by software application on a straight-line basis over its estimated economic life. The useful life for the Company’s internal-use software is five years .
During the six months ended June 30, 2026, the Company reclassified $1.4 million from favorable acquired contracts, included in intangible assets, net, to construction in progress, included in property and equipment, net, upon receipt of the related equipment because the favorable contract terms were realized through delivery of that equipment.
For the three and six months ended June 30, 2026, amortization expense from intangible assets was $0.3 million and $0.7 million, respectively, all of which was included in cost of revenue in the condensed consolidated statement of operations and comprehensive loss.
For the three and six months ended June 30, 2025, amortization expense from intangible assets was $0.2 million and $0.4 million, respectively, all of which was included in depreciation, amortization, and accretion in the condensed consolidated statement of operations and comprehensive loss.
Future amortization expense for internal-use software is estimated as follows (amounts in thousands):
| Amount | |||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Subtotal | |||||
| Software projects in process | |||||
| Total | $ | ||||
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 9. DEBT
A summary of the Company’s debt is as follows (amounts in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||
CRC Senior Notes | $ | $ | ||||||||||||
| Cross Trails Credit Agreement | ||||||||||||||
| Sale of future receipts | ||||||||||||||
| Senior Convertible Notes | ||||||||||||||
| Convertible Debentures | ||||||||||||||
| Total outstanding principal | ||||||||||||||
| Unamortized discount and issuance costs | ( | ( | ||||||||||||
| Fair value adjustment for Convertible Debentures | ( | |||||||||||||
| Debt, current portion | ( | ( | ||||||||||||
| Long-term debt | $ | $ | ||||||||||||
Interest Expense
The line item, interest expense, on the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025, consists of the following (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Contractual interest expense | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||||||||
| Amortization of debt discount | |||||||||||||||||||||||
| Interest expense on finance leases | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
CRC Senior Notes
On April 4, 2025, Calistoga Resiliency Center, LLC (“CRC”), a subsidiary of the Company, entered into a Note Purchase Agreement, as amended by Amendment No. 1 thereto, dated as of August 4, 2025 (the “CRC Note Purchase Agreement”), with Eagle Point Credit Management, LLC, pursuant to which CRC issued $27.8 million of senior notes (“CRC Senior Notes”). The CRC Senior Notes bear interest at 9.5 % per annum and are senior secured obligations of CRC, backed by a first-priority pledge of all CRC assets and equity interests. The CRC Senior Notes include customary affirmative and negative covenants, including minimum cash reserves and a minimum debt service coverage ratio. Principal and interest are payable semi-annually, with installments due each February 28 and August 31, and the CRC Senior Notes mature on April 4, 2032.
On June 26, 2026, CRC, the holders party thereto, and Wilmington Trust National Association, as collateral agent, entered into a Consent, Waiver, and Amendment No. 2 to the CRC Note Purchase Agreement (the “CRC Amendment”). Pursuant to the CRC Amendment, the holders, among other items, (i) consented to a voluntary principal prepayment of the CRC Senior Notes in an aggregate principal amount of approximately $4.1 million, (ii) waived the make-whole amount and related certificate delivery requirements otherwise payable in connection with such prepayment, (iii) consented to the release, withdrawal and transfer of excess reserve amounts for application to such prepayment, (iv) deferred the testing date for the debt service coverage ratio covenant to November 30, 2026, (v) consented to a revised amortization schedule, and (vi) consented to a reduction of the operating reserve requirement.
In connection with the CRC Amendment, the Company agreed to pay an amendment fee of $0.4 million to the holders of the CRC Senior Notes. The Company made the prepayment of principal and accrued interest, and the amendment fee in July 2026. As of June 30, 2026, the $4.1 million principal pre-payment amount was classified as a current liability in the condensed consolidated balance sheet.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The Company evaluated the amendment under ASC 470-50 and concluded that the July 2026 principal prepayment should be accounted for as a debt modification, as the amended terms were not substantially different from the original terms of the continuing debt.
As of June 30, 2026, CRC was in compliance with all covenants then applicable under the CRC Senior Notes.
Cross Trails Credit Agreement
On July 23, 2025, Cross Trails Energy Storage Project, LLC (“Cross Trails”), a subsidiary of the Company, entered into a credit agreement (the “Cross Trails Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent, and each of the lenders party thereto.
The Cross Trails Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of approximately $17.8 million. The Cross Trails Credit Agreement is structured as a single-draw term loan, with the full amount funded on July 23, 2025. The borrowing bears interest, at the Company’s election, at (i) the alternate base rate (“ABR”) plus 5.00 % or (ii) the term secured overnight financing rate (“SOFR”) plus 6.00 %. As of June 30, 2026, the Company was utilizing a SOFR of 3.6 %, resulting in an interest rate of 9.6 %.
Principal and interest are payable semi-annually, with installments due each February 28 and August 31, beginning on February 28, 2026. The Cross Trails Credit Agreement matures on July 23, 2032.
On June 29, 2026, Cross Trails entered into a Waiver, Consent and Amendment No. 1 to the Cross Trails Credit Agreement (the “Cross Trails Consent”) with the lenders. Pursuant to the Cross Trails Consent, the lenders waived any default or event of default under the Cross Trails Credit Agreement arising from Cross Trails’ failure to comply with the debt service coverage ratio requirements for the quarters ended March 31, 2026 and June 30, 2026, and consented to Cross Trails’ application of cash equity contributions from Energy Vault, Inc. in the aggregate amount of $1.2 million, together with a historical revenue credit related to insurance proceeds reasonably expected to be received, to cure the debt service coverage ratio noncompliance.
The amendment also added a prospective equity cure right under which Cross Trails may receive cash equity contributions from the project sponsor or its direct or indirect owners to cure future financial covenant noncompliance, subject to certain limitations. The cure right may be exercised up to four times during the term of the Cross Trails Credit Agreement and once in consecutive fiscal quarters; however, the cure of the March 31, 2026 and June 30, 2026 debt service coverage ratio noncompliance does not count toward the four permitted cure exercises. The amendment provides that the cure right may not be used for the quarter ending September 30, 2026.
As a result of the waiver, consent and amendment, the debt service coverage ratio noncompliance did not result in an event of default or acceleration of amounts outstanding under the Cross Trails Credit Agreement. As of June 30, 2026, the Company classified the outstanding balance under the Cross Trails Credit Agreement based on the contractual payment terms of the amended agreement.
Sale of Future Receipts
On August 29, 2025, the Company, together with Energy Vault, Inc., its wholly-owned subsidiary (collectively with the Company, the “Sellers”) entered into an agreement of sale of future receipts (the “Cedar Arrangement”) with Cedar Advance LLC (“Cedar”). Cedar paid a purchase price of $5.0 million, from which $0.5 million of origination fees were deducted, resulting in net proceeds of $4.5 million. Under the agreement, the Sellers remit to Cedar $0.2 million per week, or approximately 27.0 % of future receivables collections, until Cedar has received an aggregate amount equal to (i) $5.1 million if fully repaid within 30 days of funding, (ii) $5.2 million if fully repaid after 30 days but within 60 days of funding, or (iii) $6.3 million if not fully repaid within 60 days of funding.
The Company did not fully repay the Cedar Arrangement within 60 days of funding, therefore the applicable aggregate amount remitted to Cedar was $6.3 million. As of June 30, 2026, the Company had remitted the full $6.3 million to Cedar, and no amounts remained outstanding.
Senior Convertible Notes
On February 17, 2026, the Company completed a private offering of $140.0 million aggregate principal amount of Senior Convertible Notes due 2031 (the “Senior Convertible Notes”). On February 27, 2026, the Company issued an additional $10.0 million aggregate principal amount of Senior Convertible Notes pursuant to the initial purchasers’ option. The Senior Convertible Notes bear interest at 5.250 % per annum, payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026, and mature on March 1, 2031, unless earlier converted, redeemed or
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
repurchased. After deducting the 3.25 % initial purchasers’ discount, which was accounted for as debt issuance costs, the Company received net proceeds of $145.1 million from the issuance of the Senior Convertible Notes.
The Senior Convertible Notes are convertible prior to the close of business on the business day immediately preceding September 1, 2030 only upon the occurrence of specified events and during certain periods set forth in the indenture. On or after September 1, 2030, the Senior Convertible Notes are convertible at any time until the close of business on the second trading day immediately preceding the maturity date. The Senior Convertible Notes initially are convertible at a rate of 193.1807 shares of the Company’s common stock per $1,000 principal amount of Senior Convertible Notes, which is equivalent to an initial conversion price of approximately $5.18 per share, subject to customary anti-dilution and other adjustments. Upon conversion, the Company may settle the conversion obligation in cash, shares of common stock, or a combination of cash and shares, at its election. In addition, holders who convert their Senior Convertible Notes in connection with certain make-whole fundamental changes or notices of redemption may be entitled to an increase in the conversion rate, subject to a maximum conversion rate of 246.3054 shares per $1,000 principal amount.
The Company may redeem the Senior Convertible Notes for cash, in whole or in part, at its option on or after March 5, 2029, but only if a liquidity condition is satisfied and the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price is equal to 100 % of the principal amount of the Senior Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a fundamental change, holders may require the Company to repurchase all or any portion of their Senior Convertible Notes for cash at a price equal to 100 % of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Company evaluated the accounting for the Senior Convertible Notes under ASC 470-20, Debt—Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging. The Company concluded that the embedded conversion feature qualifies for the scope exception in ASC 815-40 and therefore does not require separate accounting as a derivative. Accordingly, the Company accounts for the Senior Convertible Notes as a single debt instrument at amortized cost. The Company also identified certain additional-interest provisions that are required to be bifurcated from the host contract as those features are not clearly and closely related to the host convertible debt contract. The fair value of these additional-interest features was determined to be de minimis; therefore, the Company did not recognize a separate derivative asset or liability in connection with this transaction.
In connection with the issuance of the Senior Convertible Notes, the Company also entered into capped call transactions with certain option counterparties. The capped call transactions have an initial strike price of approximately $5.18 per share, consistent with the initial conversion price of the Senior Convertible Notes, and an initial cap price of $8.12 per share, which represents a premium of 100 % above the $4.06 closing price of the Company's common stock on February 11, 2026. The capped call transactions are intended to reduce potential dilution to the Company's common stock upon any conversion of the Senior Convertible Notes, and/or offset any cash payments the Company is required to make in excess of the principal amount upon conversion, with such reduction and/or offset subject to a cap based on the cap price.
The capped call transactions are separate freestanding instruments and are accounted for independently from the Senior Convertible Notes. The $20.5 million in premiums paid for the capped call transactions were recorded as a reduction to additional paid-in capital and were not included in the carrying amount of the Senior Convertible Notes.
As of June 30, 2026, the Senior Convertible Notes had unamortized debt issuance costs of $9.1 million, and the net carrying amount was $140.9 million. For the three and six months ended June 30, 2026, total interest expense from the Senior Convertible Notes was $2.5 million and $3.6 million, respectively, consisting of $2.0 million and $2.9 million, respectively, of contractual interest and $0.5 million and $0.7 million, respectively, of amortization of debt issuance costs. The effective interest rate for the Senior Convertible Notes is 6.9 %.
Convertible Debentures (collectively, the 2025 and 2026 Debentures)
2025 Debentures
On September 22, 2025, the Company entered into a securities purchase agreement (“2025 Securities Purchase Agreement”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Company agreed to issue senior unsecured convertible debentures in multiple tranches (the “2025 Debentures”). On December 30, 2025, the agreement was amended to increase the aggregate principal amount available under the facility from $50.0 million to $65.0 million. The initial tranche of $30.0 million (“Tranche 1”) was funded on September 22, 2025, the second tranche of $20.0 million (“Tranche
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
2”) was funded on December 16, 2025, and the third tranche of $15.0 million (“Tranche 3”) was funded on December 30, 2025.
All three tranches bear or bore interest at 7.0 7.0 4.0 % for Tranche 3 of the principal portion paid (“Payment Premium”), (ii) elect to allow the Investor to convert the unpaid installment at a price equal to the lower of (A) the Applicable Fixed Price (defined below) or (B) 97 % of the lowest daily VWAP during the four trading days immediately preceding the conversion date, but not below the Floor Price (equal to $0.60 per share), or (iii) satisfy the installment through a combination of cash and conversion. The fixed conversion price is $4.50 per share for Tranche 1, $7.53 per share for Tranche 2, and $7.41 per share for Tranche 3.
Tranche 1 is scheduled to mature on March 22, 2027. Tranche 2 was scheduled to mature on March 22, 2027, and Tranche 3 was scheduled to mature on August 30, 2027. During the six months ended June 30, 2026, the Company partially repaid Tranche 1 and fully repaid Tranches 2 and 3. As of June 30, 2026, $3.0 million of principal remained outstanding under the 2025 Debentures, all of which was subject to conversion notices issued to the Investor that have not yet been exercised.
2026 Debentures
On May 18, 2026, the Company entered into a separate securities purchase agreement (“2026 Securities Purchase Agreement”) with the Investor, pursuant to which the Company issued a senior secured convertible debenture in the original principal amount of $42.0 million. The debenture was issued at 95 % of principal, and the Company received net proceeds of $39.5 million after deductions for original issue discount and fees.
On June 29, 2026, the Company entered into an amendment to the 2026 Securities Purchase Agreement with the Investor. The amendment increased the maximum aggregate principal amount of convertible debentures issuable under the 2026 Securities Purchase Agreement from $75.0 million to $150.0 million and provided for the issuance of an amended and restated senior secured convertible debenture in the outstanding principal amount of $80.0 million (the “2026 Debentures”), consisting of the original $42.0 million principal amount issued on May 18, 2026 and an additional principal amount of $38.0 million issued on June 29, 2026.
The additional principal amount was issued at 95 % of principal for a purchase price of $36.1 million. After deductions for a structuring fee and legal fee reimbursements, the Company received net proceeds of $34.6 million from the additional principal amount. The 2026 Debentures are secured by assets of the Company, Energy Vault, Inc. and certain of the Company’s subsidiaries.
The 2026 Debentures bear interest at 7.5 % per annum, or 18.0 % upon an uncured event of default, and mature on July 1, 2027. Under the amended and restated redemption schedule, interest-only installments are due in June and July 2026, and monthly principal installments begin on August 29, 2026.
For each installment, the Company may (i) pay cash, (ii) if certain conditions are satisfied, elect to allow the Investor to convert the unpaid installment into shares of the Company’s common stock at a conversion price equal to 97 % of the lowest daily VWAP during the four consecutive trading days immediately preceding the conversion date, subject to a floor price of $1.19 per share for the initial tranche, or (iii) satisfy the installment through a combination of cash and conversion. Investor conversions are subject to a beneficial ownership limit of 4.99% of the Company’s common stock and to a limit of 19.99% of the Company’s outstanding common stock as of closing unless stockholder approval to exceed such cap is obtained in accordance with the rules and regulations of the NYSE.
The 2026 Debentures include certain amortization event provisions. An amortization event includes, among other things, (i) the Company’s common stock trading below the floor price for 5 of 7 consecutive trading days, (ii) issuance of more than 99 % of the shares available under the exchange cap without stockholder approval, or (iii) from any time after the six-month anniversary of issuance, the Investor being unable to sell its shares pursuant to Rule 144. While an amortization event is in effect, the monthly installment must be paid in cash and the installment amount may increase to the greater of the scheduled amount and 20.0 % of then-outstanding principal.
The 2026 Debentures also include mandatory redemption provisions based on the borrowing base. A mandatory redemption event occurs if the aggregate principal amount outstanding under the 2026 Debentures exceeds the applicable percentage of the borrowing base adjusted amount. Mandatory redemption amounts are required to be paid in cash.
As of June 30, 2026, $80.0 million of principal remained outstanding under the 2026 Debentures.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Fair Value Option for Convertible Debentures
The Company elected the fair value option afforded by ASC 825 with respect to the Convertible Debentures because they include features that meet the definition of embedded derivatives. The Company initially recognized the Convertible Debentures at fair value and subsequently remeasures them at fair value, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss, except for changes attributable to instrument-specific credit risk, if any, that are required to be presented in other comprehensive income. The Convertible Debentures are measured at fair value on a recurring basis and are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.
The following table presents a rollforward of the fair value of the Convertible Debentures for the periods presented, including issuances, cash settlements, and the components of earnings that impacted the fair value during the period.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Convertible Debentures, beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Issuances at fair value | |||||||||||||||||||||||
Change in fair value (1) | |||||||||||||||||||||||
Interest expense (stated interest rate) (2) | |||||||||||||||||||||||
Loss on partial debt extinguishment - cash settlements (3) | |||||||||||||||||||||||
Loss on partial debt extinguishment - installment conversions (3) | |||||||||||||||||||||||
| Cash settlements (inclusive of accrued interest and cash payment premium) | ( | ( | |||||||||||||||||||||
| Fair value of common shares issued for installment conversions | ( | ( | |||||||||||||||||||||
| Convertible Debentures, ending balance | $ | $ | $ | $ | |||||||||||||||||||
__________________
(1) Recognized within the line item, change in fair value of financial instruments carried at fair value, in the condensed consolidated statement of operations and comprehensive loss.
(2) Recognized within the line item, interest expense, in the condensed consolidated statement of operations and comprehensive loss.
(3) Recognized within the line item, other expense, net, in the condensed consolidated statement of operations and comprehensive loss.
Debt Maturity
The following table summarizes the cash maturities of the Company’s debt instruments as of June 30, 2026 (amounts in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| CRC Senior Notes | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Cross Trails Credit Agreement | |||||||||||||||||||||||||||||||||||||||||
| Senior Convertible Notes | |||||||||||||||||||||||||||||||||||||||||
| Convertible Debentures | |||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 10. PENSION
The components of net periodic pension benefit cost for the Company’s defined benefit pension plan were as follows (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Employer service costs | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of net prior service credit | |||||||||||||||||||||||
| Amortization of net loss | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
NOTE 11. SUPPLEMENTAL BALANCE SHEETS DETAIL
| (amounts in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
| Prepaid expenses and other current assets: | ||||||||||||||
| Prepaid expenses | $ | $ | ||||||||||||
| Tax refund receivable | ||||||||||||||
| Project acquisition deposits | ||||||||||||||
| Investments, current | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Other assets: | ||||||||||||||
Power generation equipment reservation deposit (See Note 20) | $ | $ | ||||||||||||
| Deposit for long-term supply agreement | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
| (amounts in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
| Accrued expenses: | ||||||||||||||
| Professional fees | $ | $ | ||||||||||||
| Accrued project costs | ||||||||||||||
| Employee costs | ||||||||||||||
| Insurance premium financings | ||||||||||||||
| Taxes payable | ||||||||||||||
| Warranty liabilities | ||||||||||||||
| Accrued interest | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Other current liabilities: | ||||||||||||||
| Refundable customer deposits | $ | $ | ||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Other long-term liabilities: | ||||||||||||||
| Operating leases | $ | $ | ||||||||||||
| Finance leases | ||||||||||||||
| Deferred SOSA acquisition payment | ||||||||||||||
| Derivative liability - Asset Vault | ||||||||||||||
| Unearned lease revenue - tolling arrangements | ||||||||||||||
| Asset retirement obligation | ||||||||||||||
| Warranty liabilities | ||||||||||||||
| Total | $ | $ | ||||||||||||
NOTE 12. REDEEMABLE NON-CONTROLLING INTEREST
On October 9, 2025, Energy Vault, Inc. (“EV Inc.”) and OIC Structured Equity Fund I, L.P. and affiliated funds (collectively, “OIC”) completed the Asset Vault transaction previously described in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Asset Vault is a variable interest entity (“VIE”) for which the Company is the primary beneficiary because the Company has (i) the power to direct the activities that most significantly affect Asset Vault’s economic performance, including project development, financing, and operational decisions, and (ii) the obligation to absorb losses and the right to receive benefits that could potentially be significant to Asset Vault through its ownership of common units and related support arrangements. Accordingly, Asset Vault is consolidated and OIC’s interest is presented as redeemable non-controlling interest in the mezzanine section of the condensed consolidated balance sheets. In connection with the transaction, Asset Vault issued Series A Preferred Units to OIC, which are redeemable pursuant to the terms of Asset Vault’s limited liability company agreement. As of June 30, 2026, management continued to consider redemption of the Series A Preferred Units to be probable and recognized accretion to redemption value for the period using the effective interest method based on the then-estimated redemption value and earliest probable redemption date.
The following table presents, on an aggregated basis, the carrying amounts and classification of the consolidated assets and liabilities of Asset Vault included in the Company’s condensed consolidated balance sheets. The table excludes
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
intercompany balances between Asset Vault and other consolidated subsidiaries of the Company, which are eliminated in consolidation (amounts in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, current portion | |||||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Advances to suppliers | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Restricted cash, long-term portion | |||||||||||
| Deferred income taxes, net | |||||||||||
| Total assets of Asset Vault | $ | $ | |||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Debt, current portion | |||||||||||
| Other current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities of Asset Vault | $ | $ | |||||||||
Asset Vault is financed in part by redeemable preferred equity units classified in mezzanine equity of $25.8 million and $21.2 million as of June 30, 2026 and December 31, 2025, respectively. This balance is not included in the assets and liabilities table above because it is not a liability under GAAP. Creditors of Asset Vault do not have recourse to the general credit of Energy Vault Holdings, Inc. or its other wholly-owned subsidiaries. The assets of Asset Vault are not available to settle the obligations of the Company’s other subsidiaries. Certain of Asset Vault’s debt obligations are secured by substantially all of the assets of Asset Vault and its project subsidiaries, including project-level cash flows, and are subject to customary covenants and restrictions on distributions.
The following table presents a roll-forward of the redeemable non-controlling interest for the three and six months ended June 30, 2026 (amounts in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||
| June 30, 2026 | ||||||||||||||
| Redeemable non-controlling interest, balance at beginning of period | $ | $ | ||||||||||||
Net income (loss) attributable to redeemable non-controlling interest (1) | ||||||||||||||
| PIK distributions to redeemable non-controlling interest holder | ||||||||||||||
Accretion to redemption value (2) | ||||||||||||||
| Redeemable non-controlling interest, balance at end of period | $ | $ | ||||||||||||
__________________
(1) Net income (loss) attributable to redeemable non-controlling interest is determined using the hypothetical liquidation at book value (“HLBV”) methodology based on each party’s contractual rights. Under the HLBV method, income is allocated based on the change in each party's claim on the net assets of Asset Vault under a hypothetical liquidation scenario at the beginning and end of each reporting period. This allocation may differ significantly from the non-controlling interest's nominal percentage of total units outstanding.
(2) Accretion represents the increase in the carrying amount of the redeemable non-controlling interest toward its estimated redemption value, calculated using the effective interest method over the period to the earliest probable redemption date. Accretion is recorded as an adjustment to additional paid-
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
in-capital. Although accretion does not affect total net loss, it is treated as a deemed dividend and therefore as an adjustment to net loss attributable to common stockholders for purposes of computing net loss per share.
NOTE 13. WARRANTS
For additional information regarding the OIC Warrants, the Novus Warrants, and the Dorado Goose Warrants, see Note 14 of the notes to the consolidated financial statements included in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026.
Roll-Forward of Warrants
The following table presents a roll-forward of the Company’s warrants for the three and six months ended June 30, 2026 and 2025 (amounts in thousands):
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||
| OIC Warrants | Novus Warrants | Dorado Goose Warrants | Total | ||||||||||||||||||||
| Warrants outstanding at beginning of period | |||||||||||||||||||||||
| Warrants exercised | ( | ( | |||||||||||||||||||||
| Warrants outstanding at end of period | |||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||
| OIC Warrants | Novus Warrants | Dorado Goose Warrants | Total | ||||||||||||||||||||
| Warrants outstanding at beginning of period | |||||||||||||||||||||||
| Warrants exercised | ( | ( | |||||||||||||||||||||
| Warrants outstanding at end of period | |||||||||||||||||||||||
| Three and Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| OIC Warrants | Novus Warrants | Dorado Goose Warrants | Total | ||||||||||||||||||||
| Warrants outstanding at beginning and end of period | |||||||||||||||||||||||
Roll-Forward of Warrant Liabilities
The following table presents a roll-forward of the Company’s warrant liabilities for the three and six months ended June 30, 2026 and 2025 (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Warrant liabilities at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
Change in fair value (1) | ( | ( | |||||||||||||||||||||
| Warrant liabilities at end of period | $ | $ | $ | $ | |||||||||||||||||||
__________________
(1) Recognized within the line item, change in fair value of financial instruments carried at fair value, in the condensed consolidated statements of operations and comprehensive loss.
Fair Value Measurement - Liability Classified Warrants
The Company measures the fair value of the OIC Warrant liability using a Monte Carlo simulation model and the fair value of the Novus Warrant liability using a Black-Scholes option pricing model. These valuation models require significant judgment and the use of unobservable inputs. Accordingly, the warrant liabilities are classified within Level 3 of the fair value hierarchy. The key unobservable inputs used to value the OIC Warrants include expected volatility and the Company’s estimated future adjusted EBITDA. The key unobservable input used to value the Novus Warrants is expected volatility. A significant increase in expected volatility, in isolation, would result in a significantly higher fair value measurement for both warrant liabilities. A significant decrease in the Company’s estimated future adjusted EBITDA, in isolation, would result in a significantly higher fair value measurement of the OIC Warrant liability.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table provides the assumptions used to estimate the fair value of the Company’s liability classified warrants as of June 30, 2026 and December 31, 2025:
| OIC Warrants | Novus Warrants | ||||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||
| Exercise price | $ | $ | $ | $ | |||||||||||||||||||
| Expected term (in years) | |||||||||||||||||||||||
| Expected volatility | % | % | % | % | |||||||||||||||||||
| Risk-free interest rate | % | % | % | % | |||||||||||||||||||
| Expected dividend yield | % | % | % | % | |||||||||||||||||||
NOTE 14. FAIR VALUE MEASUREMENTS
Carrying amounts of certain financial instruments, including cash, cash equivalents, restricted cash, accounts payable, and accrued expenses approximate their fair value due to their relatively short maturities and market interest rates, if applicable.
The Company categorizes assets and liabilities recorded or disclosed at fair value on the consolidated balance sheet based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows:
•Level 1—Inputs which included quoted prices in active markets for identical assets and liabilities.
•Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
The Company’s financial assets and liabilities measured at fair value on a recurring basis are as follows (amounts in thousands):
| Fair Value at | |||||||||||||||||
| Fair Value Hierarchy | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Assets (Liabilities): | |||||||||||||||||
Convertible Debentures (1) | Level 3 | $ | ( | $ | ( | ||||||||||||
Warrant liabilities (2) | Level 3 | ( | ( | ||||||||||||||
Derivative liability - Asset Vault (3) | Level 3 | ( | ( | ||||||||||||||
(1) The Company has elected to measure the Convertible Debentures at fair value (see Note 9, Debt). The Company uses a Monte Carlo simulation to value the Convertible Debentures that models potential settlement outcomes under the contractual terms. The significant assumptions used in the model include the volatility of the Company’s common stock (85.0 % to 105.0 %) and discount rates of 25.3 % to 28.5 %, which were derived from market
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
yields for comparable CCC-rated debt. The model also incorporates the instruments’ contractual terms, redemption features, and conversion mechanics.
(2) The warrants are not publicly traded and the Company uses a Monte Carlo simulation or Black-Scholes model to determine the fair value of the warrants. See Note 13, Warrants, for additional information.
The carrying amount and estimated fair value of the Company’s financial instruments not measured at fair value are as follows (amounts in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Fair Value Hierarchy | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||||||||
| Assets (Liabilities): | |||||||||||||||||||||||||||||
Senior Convertible Notes (1) | Level 2 | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||
CRC and Cross Trails Credit Agreement (2) | Level 3 | ( | ( | ( | ( | ||||||||||||||||||||||||
__________________
(1) The estimated fair value of the Senior Convertible Notes was based on a broker-dealer market quote as of June 30, 2026. Because the quote represents an observable market input for the notes in a dealer market that is not considered active, the fair value measurement is classified as Level 2 within the fair value hierarchy.
NOTE 15. STOCKHOLDERS’ EQUITY
ATM Facility
On November 12, 2024, we entered into an open market sales agreement (“Sales Agreement”) with Jefferies LLC, as sales agent (the “Sales Agent”), pursuant to which we may, from time to time, sell shares of our common stock, having an aggregate offering price of up to $50.0 million through the Sales Agent under an “at-the-market” equity offering program.
During the three and six months ended June 30, 2026, the Company sold 721,185 5.61 per share. The Company received net proceeds of $3.9
NOTE 16. STOCK-BASED COMPENSATION
2022 Equity Incentive Plan
In 2022, the Company adopted its 2022 Equity Incentive Plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted shares, RSUs, and other awards to employees, non-employee directors, and consultants of the Company. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Incentive Plan.
The initial number of shares of the Company’s common stock reserved for issuance under the 2022 Incentive Plan was approximately 15.5 million, plus up to approximately 8.3 million shares subject to awards granted under the 2017 and 2020 Stock Incentive Plans that may become available for issuance under the 2022 Incentive Plan to the extent such awards are forfeited, expired, unexercised, or otherwise unsettled. Annually, beginning in March 2022 and ending in (and including) March 1, 2031, the number of shares of the Company’s common stock that may be issued under the 2022 Incentive Plan increases automatically by a number of shares equal to the lesser of (i) 4.0 % of the outstanding shares on the last day of the immediately preceding month or (ii) such lesser number of shares (including zero ) that the Company’s Board determines for the purposes of the annual increase for that fiscal year.
2022 Inducement Plan
In 2022, the Company adopted its 2022 Employment Inducement Award Plan (the “2022 Inducement Plan”), which provides for the granting of stock options, SARs, restricted shares, RSUs, and other awards to individuals who were not previously employees of the Company, or following a bona fide period of non-employment, as inducement material to such individuals entering into employment with the Company. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Inducement Plan. 8.0 million shares of the Company’s common stock are reserved for issuance under the 2022 Inducement Plan.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
2025 Inducement Plan
In February 2025, the Board approved the Company’s 2025 Employment Inducement Award Plan (the “2025 Inducement Plan”), which provides for the granting of stock options, SARs, restricted shares, RSUs, and other awards to individuals who were not previously employees of the Company, or following a bona fide period of non-employment, as inducement material to such individuals entering into employment with the Company. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2025 Inducement Plan. 8.0 million shares of the Company’s common stock are reserved for issuance under the 2025 Inducement Plan.
Stock Option Activity
The following table summarizes stock option activity for the six months ended June 30, 2026 (amounts in thousands, except per share data):
| Options Outstanding | |||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
Balance as of December 31, 2025 | $ | $ | |||||||||||||||||||||
| Stock options granted | — | — | |||||||||||||||||||||
| Stock options exercised | ( | — | |||||||||||||||||||||
| Stock options forfeited, canceled, or expired | — | — | |||||||||||||||||||||
Balance as of June 30, 2026 | |||||||||||||||||||||||
Options exercisable as of June 30, 2026 | |||||||||||||||||||||||
Options vested and expected to vest as of June 30, 2026 | $ | $ | |||||||||||||||||||||
As of June 30, 2026, total unrecognized stock-based compensation expense related to unvested option awards that are expected to vest was $10.4 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 2.7 years.
The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the closing stock price of the Company’s common stock on the New York Stock Exchange (“NYSE”) as of June 30, 2026.
The grant-date fair value of stock options granted during the six months ended June 30, 2026 was estimated using the Black-Scholes option-pricing model based on the following assumptions:
| Expected term (in years) | |||||
| Expected volatility | % | ||||
| Risk-free interest rate | % | ||||
| Expected dividend yield | |||||
Restricted Stock Units
During the six months ended June 30, 2026, pursuant to the 2022 and 2025 Inducement Plans, the Company granted RSUs to employees that vest based on market-based conditions. These market-based RSUs will vest and convert to common stock if the Company’s stock price reaches certain price targets for 20 days in any 30 -day trading window, subject to the applicable employee’s continued service. The grant-date fair value of these market-based RSUs is recognized as expense
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
over the requisite service period, provided that the applicable service condition is satisfied, regardless of whether the market condition is ultimately achieved.
The fair value of these market-based RSUs was measured on their grant date, using a Monte Carlo simulation model based on the following assumptions:
| Expected term (in years) | |||||
| Expected volatility | |||||
| Risk-free interest rate | |||||
| Expected dividend yield | |||||
The following table summarizes activity for all RSUs, including time-based and market-based awards, for the six months ended June 30, 2026 (amounts in thousands, except per share data):
| Number of RSUs | Weighted Average Grant Date Fair Value per Share | ||||||||||
Non-vested balance as of December 31, 2025 | $ | ||||||||||
| RSUs granted | |||||||||||
| RSUs forfeited | ( | ||||||||||
| RSUs vested | ( | ||||||||||
Non-vested balance as of June 30, 2026 | $ | ||||||||||
As of June 30, 2026, unrecognized stock-based compensation expense related to these RSUs was $33.0 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 2.6 years.
Stock-Based Compensation Expense
Total stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 was as follows (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sales and marketing | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
NOTE 17. SEGMENT REPORTING
As a single reportable segment entity, the Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), uses the profit measure of net loss to allocate resources and assess performance of our business by comparing actual results to historical results and previously forecasted financial information. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.
See Note 3 for the Company’s revenue disaggregated by product line and service line.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents revenue, significant segment expenses provided to the CODM, and net loss for our consolidated segment (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of revenue (1) | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
Non-personnel operating costs (2) | |||||||||||||||||||||||
Salaries and wages (3) | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Depreciation, amortization, and accretion (excluding amounts included in cost of revenue) | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
Other segment items (4) | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) Includes depreciation and amortization expense of $1.3 million and $2.6 million for the three and six months ended June 30, 2026, respectively.
(2) Represents sales and marketing, research and development, and general and administrative expenses, excluding personnel related costs.
(3) Represents the costs of employees’ salaries, benefits, and payroll taxes that are reported within sales and marketing, research and development, and general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. This amount excludes stock-based compensation expense.
(4) Represents certain other segment items that are not deemed significant segment expenses and primarily consists of provision for credit losses, change in fair value of financial instruments carried at fair value, and other income/expense items.
NOTE 18. INCOME TAXES
The Company recognized income tax provisions of $0.9 2.1 million and $2.5 million for the three and six months ended June 30, 2025, respectively.
On February 26, 2026, the Company collected $11.8 million in proceeds from the transfer of the Cross Trails investment tax credit (“ITC”) to the third-party purchaser. On July 24, 2026, the Company collected $15.4 million in proceeds from the transfer of the CRC ITC to the third-party purchaser.
The Company has recorded a full valuation allowance against substantially all of the Company’s deferred tax assets, except for the deferred tax assets associated with the ITCs that the Company intends to sell. The Company provides for a valuation allowance when it is more likely than not that some portion of, or all of the Company’s deferred tax assets will not be realized. Due to the Company’s history of losses, the Company determined that it is not more likely than not to realize its deferred tax assets, with the exception of deferred tax assets associated with the ITCs that the Company intends to sell.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 19. NET LOSS PER SHARE OF COMMON STOCK
Basic and diluted net loss per share attributable to common stockholders are calculated as follows (amounts in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss attributable to Energy Vault Holdings, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Less: accretion of redeemable non-controlling interest | |||||||||||||||||||||||
| Net loss attributable to common stockholders – basic | ( | ( | ( | ( | |||||||||||||||||||
| Less: Gain on change in fair value of OIC Warrant liability | |||||||||||||||||||||||
| Net loss attributable to common stockholders – diluted | ( | ( | ( | ( | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares outstanding – basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| OIC Warrants | |||||||||||||||||||||||
| Weighted-average shares outstanding – diluted | |||||||||||||||||||||||
| Net loss per share attributable to common stockholders – basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share attributable to common stockholders – diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
There were no
The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the three and six months ended June 30, 2026 and 2025 (amounts in thousands):
| Three and Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Warrants | |||||||||||
| Stock options | |||||||||||
| RSUs | |||||||||||
| Senior Convertible Notes | |||||||||||
| Convertible Debentures | |||||||||||
| Total | |||||||||||
NOTE 20. COMMITMENTS AND CONTINGENCIES
Our principal commitments as of June 30, 2026 consisted primarily of obligations under operating leases, finance leases, a deferred pension, warranty liabilities, and issued purchase orders. Our non-cancelable purchase obligations as of June 30, 2026 totaled approximately $6.3 million, which is all expected to be paid in the next twelve months.
Loss Contingencies:
In the ordinary course of business, the Company is regularly subject to various legal proceedings. The Company records a loss contingency accrual when a loss is both probable and reasonably estimable. As of June 30, 2026, the Company had not recorded any material loss contingency accruals related to legal proceedings. Although the Company currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
have a material impact on the Company’s business, financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties and the Company’s view of these matters may change in the future.
Warranty Liabilities:
The Company provides a limited warranty to its battery energy storage system (“BESS”) customers assuring that the BESSs are free from defects. The Company’s limited warranties are generally for a period of two or three years after the substantial completion date of the applicable project. These warranties are considered assurance-type warranties, which provide a guarantee of quality of the products. For assurance-type warranties in engineering, procurement, and construction (“EPC”) contracts, the Company records an estimate of future warranty costs over the period of construction. For assurance-type warranties in engineered equipment (“EEQ”) contracts, the Company records an estimate of future warranty costs upon the transfer of the equipment to the customer. Warranty costs are recorded as a component of cost of revenue in the Company’s condensed consolidated statements of operations and comprehensive loss.
The following table presents activity in the Company’s estimated warranty liabilities for the three and six months ended June 30, 2026 and 2025 (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Warranty liabilities, balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Accruals for warranties issued | |||||||||||||||||||||||
| Change in estimates | ( | ( | |||||||||||||||||||||
| Costs paid or settled | ( | ( | ( | ( | |||||||||||||||||||
| Warranty liabilities, balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
The key inputs and assumptions used in calculating the estimated warranty liabilities are reviewed by management each reporting period. The Company may make additional adjustments to the estimated warranty liability based on a comparison of actual warranty results to expected results for significant differences or based on performance trends or other qualitative factors. If actual failure rates or replacement costs differ from our estimates in future periods, changes to these estimates may be required, resulting in increases or decreases in the estimated warranty liability, which may be material.
Letters of Credit and Bank Guarantees:
In the ordinary course of business and under certain contracts, the Company is required to post letters of credit or bank guarantees for its customers, for project performance, and for its vendors for payment guarantees. Such letters of credit or bank guarantees are generally issued by a bank or a similar financial institution. The letter of credit or bank guarantee commits the issuer to pay specified amounts to the holder of the letter of credit or bank guarantee under certain conditions. As of June 30, 2026, the Company had $18.0 million in outstanding letters of credit and $18.3 million in bank guarantees issued through the Company’s credit relationships. The Company’s outstanding letters of credit and bank guarantees are collateralized by cash classified as restricted cash on the condensed consolidated balance sheet. The Company is not aware of any material claims relating to its outstanding letters of credit or bank guarantees.
Performance and Payment Bonds:
In the ordinary course of business, Energy Vault is required by certain customers to provide performance and payment bonds for contractual commitments related to its projects. These bonds provide a guarantee that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. As of June 30, 2026, the Company had $88.2 million in outstanding performance and payment bonds.
Other Bonds:
In the ordinary course of business, Energy Vault is required to obtain other bonds, such as for insurance and government payments. These bonds provide a guarantee that the Company will post the necessary reserves as required by banks and tax or licensing authorities. Additionally, bonds are issued to banks as support for letters of credit provided by those banks. As of June 30, 2026, the Company had $8.7 million in outstanding other bonds.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Asset Retirement Obligation
In connection with the acquisition or development of energy storage systems, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived asset. This legal requirement is referred to as an asset retirement obligation (“ARO”). If the Company determines that an ARO is necessary for a specific energy storage system, the Company records the present value of the estimated future liability when the energy storage system is placed in service as an ARO liability. The Company accretes the ARO liability to its future value over the energy storage system’s useful life in the condensed consolidated statements of operations and comprehensive loss. The initial ARO is recorded as part of the carrying value of the related long-lived asset and depreciated over the energy storage system’s useful life. The CRC energy storage system is the only energy storage system currently subject to an ARO. The initial ARO for the CRC energy storage system was $1.0 million.
The Company measured the ARO for the CRC energy storage system at fair value (level 3) using an expected present value technique. This approach estimates the cash flows a market participant would require to perform the retirement activities and discounts those cash flows using a credit-adjusted risk-free rate (10.8 % at initial recognition).
As of June 30, 2026, the carrying value of the Company’s ARO was $1.1 million. For the three and six months ended June 30, 2026, the Company recognized accretion expense of $27 thousand and $0.1 million.
McMurtre Project
On March 24, 2026, the Company acquired rights to the McMurtre BESS, a 175 MW / 350 MWh BESS project to be located near Dallas, Texas. The Company paid $0.3 million for the rights to the project and will owe the seller an additional $5.6 million if the project reaches the notice to proceed milestone and $1.4 million if the project reaches commercial operation.
New Mexico Power and Data Center Project
In March 2026, the Company entered into a reimbursement agreement with Public Service Company of New Mexico (“PNM”) to advance preliminary work related to electrical interconnection and related infrastructure planning activities in connection with the Company’s potential development of a battery energy storage, power generation, and data center project in Albuquerque, New Mexico (“NM Power and Data Center Project”). Under the reimbursement agreement, the Company authorized PNM to undertake certain preliminary work, including engineering and design work, permitting, surveys, studies, environmental review, initial equipment orders, land rights, easements, public outreach and other related work. The estimated cost of the preliminary work is $7.5 million, which the Company paid to PNM in April 2026. Amounts funded by the Company will be applied against reimbursable development costs as such costs are incurred or otherwise fully committed to third parties. Any amounts paid to PNM that are not actually incurred or otherwise fully committed to third parties in the performance of the preliminary work are required to be returned to the Company.
In addition, in March 2026, the Company entered into a deposit agreement with PNM pursuant to which PNM agreed to perform the next phase of engineering studies required to assess the requirements for PNM to provide electric service to the project, and the Company paid a non-refundable deposit of $0.5 million to PNM. If the Company enters into a reimbursement agreement or electric facilities agreement with PNM, any portion of the deposit not used to fund the services under the deposit agreement, other than certain administrative and overhead costs, will be applied toward costs properly incurred under such agreement.
These deposits are recorded in the line item, prepaid expenses and other current assets, on the condensed consolidated balance sheet as of June 30, 2026.
In April 2026, the Company completed an assignment of certain real estate purchase rights relating to approximately 486 acres of land in Albuquerque, New Mexico for the potential NM Power and Data Center Project. In connection with the assignment, the Company paid a nonrefundable assignment fee of $0.8 million. The underlying purchase agreement provides for an aggregate purchase price of approximately $120.1 million for all land tracts, with an initial closing requirement for certain tracts representing approximately $57.4 million of the aggregate purchase price by December 18, 2026, and an outside closing date for the remaining tracts of December 18, 2027. If the Company does not satisfy the initial acquisition requirement, the Company may terminate the arrangement without incurring liability in excess of the nonrefundable assignment fee. The Company is also required to pay a contingent service fee equal to 7 % of the gross purchase price of each acquired tract, payable only upon the closing of each applicable tract.
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ENERGY VAULT HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Power Generation Equipment Reservation
In May 2026, the Company entered into a production slots reservation agreement with 2G Energy Inc. to reserve manufacturing capacity for certain power generation equipment and paid an initial reservation fee of $10.0 million. In July 2026, the agreement was amended to increase the total reservation fee to $17.0 million and extend the deadline for executing a separate sales contract to August 12, 2026. In July 2026, the Company paid the additional $7.0 million reservation fee. The reservation fee is generally nonrefundable, except in limited circumstances, and will be credited toward future milestone payments if the parties execute the sales contract by the applicable deadline. The reservation agreement does not obligate either party to execute the sales contract, and the production and delivery of the equipment would be governed by the separate sales contract, if executed.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provide information which Energy Vault’s management believes is relevant to an assessment and understanding of Energy Vault’s condensed consolidated results of operations and financial condition. The discussion should be read together with our unaudited interim condensed consolidated financial statements, the respective notes thereto, and other financial information included elsewhere in this Quarterly Report. The discussion and analysis should also be read together with the audited consolidated financial statements, the respective notes thereto, and other financial information included elsewhere in the Annual Report for the year ended December 31, 2025 filed by us with the SEC on March 18, 2026. This discussion may contain forward-looking statements based upon Energy Vault’s current expectations that involve risks, uncertainties, and assumptions. Energy Vault’s actual results may differ materially from those anticipated in these forward-looking statements. You should review the section titled “Cautionary Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors,” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report. Energy Vault’s historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless the context otherwise requires, all references in this Quarterly Report to “we,” “our,” “us,” “the Company,” or “Energy Vault” refer to Energy Vault Holdings, Inc., a Delaware corporation, and its subsidiaries.
Our Business
Energy Vault Holdings, Inc., which together with its subsidiaries is referred to herein as “Energy Vault” or the “Company,” is an integrated global energy infrastructure platform that builds, owns and operates flexible, reliable energy systems designed to accelerate time-to-power for utilities, independent power producers, industrial customers and the artificial intelligence and data center market. At the core of our platform is a technology-agnostic, software-enabled architecture that is designed to accelerate project delivery, optimize performance and drive faster time-to-revenue. Energy Vault’s integrated solutions combine energy storage, generation, and advanced energy management to deliver scalable infrastructure tailored to customer needs. Our portfolio spans short-, long-, and multi-day duration storage, engineered to enable reliability, flexibility and cost efficiency across applications.
Through this integrated model, we offer utilities, independent power producers, and large energy users solutions that may include standalone energy storage, integrated generation and storage configurations, and related power infrastructure. We manage projects across the lifecycle, from sourcing and development through permitting and interconnection, engineering and construction management, commissioning, and operations, and we provide software-enabled monitoring, controls, and services intended to support asset availability, operational efficiency, and lifecycle performance.
Key Factors and Trends Affecting our Business
We believe that our performance and future success depend upon several factors that present significant opportunities for us, but also pose risks and challenges including those discussed below and in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026 and Part II, Item 1A. “Risk Factors” of our Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 19, 2026.
Impact of Tariffs
U.S. trade policy and tariff actions have affected the cost and availability of certain inputs used in our products and related project delivery. Beginning February 4, 2025, the United States imposed additional duties on imports from China and Hong Kong under the International Emergency Economic Powers Act (“IEEPA”), which such duties fluctuated drastically throughout the course of the year.
These tariff actions and related uncertainty materially affected our operations. Several third party sales projects within our backlog and developed pipeline experienced delays or cancellations due to the anticipated increase in costs associated with importing B-VAULT products from China. In addition, separate from IEEPA based duties, tariff rates under Section 301 of the Trade Act of 1974 (“Section 301 tariffs”) applicable to certain Chinese-origin products continued to evolve. For example, pursuant to U.S. Trade Representative actions finalized in 2024, the Section 301 duty rate applicable to lithium ion non-electric vehicle batteries increased to 25% effective January 1, 2026. Depending on product classification and the interaction of applicable tariff programs, cumulative duty burdens can be significant and can materially affect project pricing and competitiveness.
On February 20, 2026, the U.S. Supreme Court held that IEEPA does not authorize the President to impose tariffs, and IEEPA based tariffs were invalidated. The decision does not affect Section 301 tariffs or tariffs under Section 232 of the Trade Expansion Act of 1962. After the U.S. Supreme Court decision, the U.S. Court of International Trade also ruled that all importers who paid IEEPA tariffs were entitled to a refund. Although U.S. Customs and Border Protection has established a process for importers to obtain refunds for certain entries, the process, timing, and availability of refunds for
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other entries remains uncertain. In response to the U.S. Supreme Court Decision, President Trump promptly implemented a sweeping 10% import surcharge on goods under Section 122 of the Trade Act of 1974, which expired on July 24, 2026. These tariffs targeted various categories of imports, including several raw materials used in our operations, such as core metals used in our grid-scale infrastructure. Immediately upon expiration of the 122 tariffs, the U.S. government imposed Section 301 tariffs on 60 countries related to the U.S. Trade Representative’s forced labor findings. Under these new Section 301 tariffs, unless exempted, all products of China and Hong Kong are subject to an additional 12.5% tariff upon entry into the United States. While the duration and economic impact of these new tariffs remain uncertain, they could result in higher input costs, supply chain disruptions, and potential retaliatory measures from affected trading partners. We continue to monitor these developments closely and evaluate their potential effects on our cost structure and customer demand.
In addition to U.S. tariffs, China has implemented and proposed export control measures affecting certain upstream materials and manufacturing inputs relevant to batteries, including graphite related controls that can affect availability, lead times, and cost. In response to the evolving trade environment, we are actively exploring alternative sourcing options, including vendors with manufacturing capabilities outside of China, to mitigate tariff and trade restriction impacts. As of the filing date of this Quarterly Report, we have not successfully imported our B-VAULT products from non-Chinese suppliers on an economical basis.
If the current tariff relief, exclusions or suspension periods expire, are not extended or are replaced with less favorable measures, or if additional tariffs, trade restrictions, export controls or retaliatory measures are implemented or reinstated, our ability to source B-VAULT products and other equipment, or sell them at competitive prices could be adversely affected, which could have a material adverse impact on our business, results of operations, and cash flows.
U.S. Energy Storage Regulation and Legislation
U.S. federal, state, and local authorities continue to review, implement, and modify policies, incentives, regulations, and legislation that can affect the economics and deployment of energy storage, including through tax credits, permitting and interconnection rules, and wholesale market participation frameworks. The timing, interpretation, and implementation of these programs can vary across administrations and may involve phased guidance and rulemaking over time. As a result, there can be uncertainty regarding eligibility, compliance requirements, and the timing and magnitude of benefits available to any particular project. We cannot guarantee we will realize any or all of the anticipated benefits or incentives under any such enacted regulations or legislation. These uncertainties can affect customer decision timelines, the ability to structure and finance projects, and the documentation required to support credit eligibility and monetization.
The Inflation Reduction Act (“IRA”), adopted by the U.S. Congress in August 2022, contained a number of tax incentive provisions that directly support the adoption of energy storage solutions and services. Before the enactment of the IRA, the Section 48 ITC did not apply to standalone energy storage projects. The IRA added Section 48(a)(3)(A)(ix) of the Internal Revenue Code of 1986, as amended (the “Code”) to allow a taxpayer that placed in service a standalone energy storage technology with a minimum capacity of 5 kWh to claim the ITC, if certain requirements are met.
Projects may also qualify for increased credit amounts and bonus credits, subject to detailed requirements. For example, projects may be eligible for increased credit amounts where prevailing wage and apprenticeship requirements are satisfied, and certain projects may qualify for bonus credits, including domestic content, subject to applicable rules and certification requirements. The Internal Revenue Service (“IRS”) continues to publish and update guidance and resources that can affect the application of these rules to energy storage projects.
In 2025, Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which introduced additional changes and compliance considerations affecting energy-related tax incentives. Among other items, the OBBBA imposed new foreign entity of concern (“FEOC”) and prohibited foreign entity (“PFE”) concepts and related restrictions that apply to technology-neutral credits under Sections 45Y and 48E of the Code (“Technology Neutral Credits”) and the advanced manufacturing credit under Section 45X of the Code, including ownership, debt, and effective control restrictions (including through the grant of rights through various agreements or licensing rights that are otherwise retained by such entities) in respect of PFEs. The OBBBA also limits the availability of Technology Neutral Credits for projects that receive material assistance from a PFE. The applicability of the FEOC/PFE restrictions is dependent on statutory effective dates and project timing, including beginning-of-construction dates. Legacy credits under Sections 45 and 48 of the Code for projects that began construction by December 31, 2024 are generally governed under the prior framework, subject to applicable rules, and are not subject to the FEOC/PFE restrictions. The U.S. Department of Treasury and IRS guidance in this area continues to evolve, including guidance addressing FEOC/PFE restrictions. Additional rulemaking and market practice may affect how these requirements are applied and documented. We cannot guarantee we will realize any or all of
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the anticipated benefits or incentives under any such enacted regulations or other guidance. We continue to monitor these developments.
Third-Party Project Delivery
In our third-party business, we primarily rely on two models for project delivery, which are (i) engineering, procurement, and construction (“EPC”) delivery and (ii) engineered equipment (“EEQ”) delivery. Under the EPC model, we generally rely on third-party EPC firms to construct our storage systems, under our supervision with dedicated teams tasked with project management. Under the EEQ model, we are responsible for the delivery of the equipment we provide, as well as resolving issues within our scope of supply.
Our cost projections for our third-party business and for our owned projects are heavily dependent upon raw materials (such as steel), equipment (such as motors, batteries, inverters, and power electronic devices), and technical and construction service providers (such as engineering, procurement, construction firms). Changes in the cost or availability of these inputs, including due to tariffs, supply constraints, or inflation, can affect project pricing, delivery schedules, and margins, depending on contract terms and the timing of procurement.
Energy Storage Industry
The utility scale energy storage industry continues to expand, driven by increased demand for electricity, global transitions toward renewable energy, and increased focus on grid resilience.
Data centers, electrification, and new large industrial and manufacturing facilities are among the most cited drivers of incremental demand.
Over the past decade, deployment of renewable energy resources has accelerated and there has been a push for decarbonization, which is increasing the demand for grid scale energy storage. A major obstacle to transitioning to renewable sources of energy such as wind and solar is the intermittent availability of these types of energy sources. Energy storage solutions are needed to balance the production intermittency of variable renewable energy to support a clean energy future and a balanced electrical grid infrastructure. Both government mandates and companies focused on reducing energy use, cost, and emissions are expected to propel the shift to renewable sources of power.
Additionally, software solutions play a vital role in assisting energy storage owners in managing the growing complexities of renewable energy and energy storage markets. As renewable and energy storage asset portfolios expand globally, these stakeholders will need software solutions that enhance asset performance and boost revenue while reducing total ownership costs.
Our expansion of energy storage revenue depends on the ongoing adoption of energy storage solutions by our customers and our ability to source, execute, and operate energy storage projects with attractive economics. The growth of the energy storage market is primarily driven by the decreasing cost of energy storage technologies, government mandates, financial incentives to reduce greenhouse gas emissions, industry-wide decarbonization objectives, and efforts to enhance grid stability and efficiency. These dynamics are driving demand for increased energy storage capacity and duration.
Competition
The market for our products and services is competitive, and we may face increased competition as new and existing competitors introduce energy storage solutions, components, project delivery models, owned asset development platforms, AI compute infrastructure solutions, powered land, powered shell infrastructure, and related energy infrastructure solutions. Competitive dynamics in the battery energy storage market continue to be influenced by manufacturing scale, changes in battery and component pricing, vertical integration, and evolving trade and supply chain conditions, which can increase pricing pressure, compress margins, and affect delivery timelines. In addition, as we expand our Own and Operate activities through Asset Vault, we also compete with existing and emerging independent power producers, developers, and asset owners for project sites, interconnection capacity, offtake arrangements, and project financing. As we pursue opportunities involving AI compute infrastructure, powered land, powered shell infrastructure, modular data center deployments, and related energy infrastructure, we may also compete with power infrastructure developers, generation asset owners, data center developers and operators, and other participants seeking access to power, land, interconnection capacity, customers and project capital. As we expand our software and services offerings, we also face competition from software providers, original equipment manufacturers, and integrators that offer software-enabled controls, optimization, and asset management solutions. If we are not able to compete effectively, if our market share declines due to increased competition, or if competition reduces margins or delays project execution, our revenue, results of operations, and ability to generate profits and cash flows could be adversely affected.
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Regulatory Environment and Compliance
Federal, state, and local statutes and regulations concerning electricity materially influence the market for our products and services. These requirements directly affect our owned asset business and indirectly affect our third-party sales business, particularly with respect to permitting, siting, and interconnection of energy storage systems, as well as compliance with applicable codes and safety standards. Regulatory frameworks also affect how energy storage interconnects to electric systems and participates in wholesale markets, including market rules administered by regional transmission organizations and independent system operators and related Federal Energy Regulatory Commission oversight, which can influence dispatch, revenues, and operational requirements for storage resources.
Recent Developments
Issuance of 2026 Debentures
During the three months ended June 30, 2026, we entered into a securities purchase agreement to issue 2026 Debentures, which was subsequently amended to increase the maximum aggregate principal amount issuable thereunder to $150.0 million. In connection with the securities purchase agreement and related amendment, we issued 2026 Debentures with an outstanding principal amount of $80.0 million as of June 30, 2026. Refer to “Liquidity and Capital Resources—Sources of Liquidity—Convertible Debentures” below and Note 9 of the unaudited condensed consolidated financial statements elsewhere in this Quarterly Report for more information.
Japan Battery Energy Storage System (“BESS”) Portfolio Acquisition
During the three months ended June 30, 2026, we completed the acquisition of an 850 MW BESS development portfolio in Japan from BayWa, including certain project development rights. The acquired portfolio includes advanced-stage and early-stage projects and establishes our operating platform in Japan. See Note 7 of the unaudited condensed consolidated financial statements elsewhere in this Quarterly Report for more information.
Crusoe Data Center
Subsequent to June 30, 2026, we entered into agreements relating to the initial deployment of modular data center units at the Company’s site in Snyder, Texas. Under the agreements, the Company intends to purchase the units and lease them to a Crusoe affiliate under a long-term lease providing for fixed and variable rental payments.
Data Center BESS Equipment Contracts
On August 7, 2026, the Company announced that it had entered into a series of agreements with a customer to design, procure, and deliver BESS and related equipment and to provide commissioning support for data center power projects in Texas. The Company currently expects to recognize revenue in excess of $500 million under these agreements from the second half of 2026 through the end of 2027. A portion of the amounts expected to be recognized as revenue under these agreements was included in backlog as of June 30, 2026.
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Key Operating Metrics
The following tables present our key operating metrics for the periods presented (dollar values in thousands):
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | ||||||||||||||||||||||
| Value | Energy (MWh) | Value | Energy (MWh) | ||||||||||||||||||||
| Net Bookings | |||||||||||||||||||||||
| Contracted bookings | $ | 234,092 | 21 | $ | 25,944 | 15 | |||||||||||||||||
| Contingent option bookings | — | — | — | — | |||||||||||||||||||
| Cancellations | — | — | — | — | |||||||||||||||||||
| Net bookings | $ | 234,092 | 21 | $ | 25,944 | 15 | |||||||||||||||||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||||||||||||||||||
| Value | Energy (MWh) | Value | Energy (MWh) | ||||||||||||||||||||
| Net Bookings | |||||||||||||||||||||||
| Contracted bookings | $ | 248,561 | 46 | $ | 251,673 | 1,019 | |||||||||||||||||
| Contingent option bookings | — | — | — | — | |||||||||||||||||||
| Cancellations | — | — | — | — | |||||||||||||||||||
| Net bookings | $ | 248,561 | 46 | $ | 251,673 | 1,019 | |||||||||||||||||
June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Value | Capacity / Energy | Value | Capacity / Energy | ||||||||||||||||||||
| Developed Pipeline | $ | 4,343,961 | 2.6 | GW | $ | 2,409,374 | 1.9 | GW | |||||||||||||||
| Backlog | 1,517,351 | 2.6 | GWh | 1,305,515 | 3.4 | GWh | |||||||||||||||||
Bookings
Net bookings represent the sum of contracted bookings and contingent option bookings, net of cancellations, measured in total aggregate contract value and total MWhs. Contracted bookings are from customer contracts signed during the period. Contingent option bookings are from projects where the Company holds an enforceable exclusive purchase right and intends to exercise that right, even if the option has not been exercised as of period end.
The aggregate contract value includes any potential future variable payments from tolling and offtake arrangements that the Company believes are probable of being realized. Probable future variable payments are forecasted by an independent third-party firm using simulation software that factors in current and projected energy market dynamics, historical and forecasted volatility, and location-specific data. The Company considers the low-end simulation results to be probable. Potential future IP royalties are not included in bookings. Due to the long-term nature of our contracts, bookings are a key metric that allows us to understand and evaluate the growth of our Company and our estimated future revenue related to our customer contracts.
Developed Pipeline
Developed pipeline represents uncontracted potential revenue from third-party projects where potential prospective customers have either awarded the Company a project or shortlisted the Company for consideration. It also includes potential tolling revenue from projects where the Company is in advanced negotiations to build, own, and operate energy storage systems. Developed pipeline is an internal management metric that we construct using information from our global sales team and is monitored by management to understand the potential anticipated growth of our Company and to estimate potential future revenue. Developed pipeline is influenced by the prevailing foreign exchange rates and equipment prices and may vary from period to period if these inputs change.
Developed pipeline may not generate margins equal to our historical operating results. We have only recently begun to track our developed pipeline on a consistent basis as a performance measure, and as a result, we do not have significant experience in determining the level of realization that we may achieve on these potential contracts. Our customers may experience project delays or cancel orders as a result of external market factors and economic or other factors beyond our control.
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Backlog
Backlog represents (i) contracted but unrecognized revenue from third-party projects and services yet to be completed, (ii) unrecognized revenue or other income from IP licensing agreements, and (iii) unrecognized revenue from tolling arrangements for projects operated by Energy Vault or affiliates, in each case, that is associated with contracted bookings and contingent option bookings (as defined above). Backlog includes contracted backlog and contingent option backlog. Contracted backlog reflects unrecognized revenue associated with binding, fully executed agreements. Contingent option backlog reflects unrecognized revenue associated with projects where the Company holds an enforceable exclusive purchase right and intends to exercise that right, even if the option has not been exercised as of period end, and is contingent on the Company exercising the applicable purchase right and subsequent project execution. If the Company does not exercise an option, or if the underlying terms or assumptions change such that inclusion is no longer appropriate, the related contingent option backlog is removed or updated in the period of change.
Backlog includes any potential future variable payments from tolling and offtake arrangements that the Company believes are probable of being realized. Probable future variable payments are forecasted by an independent third-party firm using simulation software that factors in current and projected energy market dynamics, historical and forecasted volatility, and location-specific data. The Company considers the low-end simulation results to be probable. Potential future IP royalties are not included in backlog. Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others.
We cannot guarantee that our bookings, backlog, or developed pipeline will result in actual revenue in the originally anticipated period, or at all. Our customers may experience project delays or cancel orders as a result of external market factors and economic or other factors beyond our control. Many of our projects require government approvals, third-party financing, and other contingencies, many of which are beyond our control. If our bookings, backlog, or developed pipeline fail to result in revenue as anticipated or in a timely manner, we could experience a reduction in revenue, profitability, and liquidity. See Part I, Item 1A. Risk Factors, “Risks Related to Our Financial Condition and Liquidity - Risk Factors - Our total backlog, bookings, and developed pipeline may not be indicative of our future revenue, which could have a material impact on our business, financial condition, and results of operations” in the Annual Report for the year ended December 31, 2025 filed by us with the SEC on March 18, 2026.
Key Components of Results of Operations
Revenue
The Company generates revenue from the sale of our energy storage products, tolling arrangements related to owned projects, the licensing of the Company’s software solutions and IP, and long-term service agreements to operate and maintain customer owned energy systems. To date, the Company has generated revenue primarily from the sale of our BESSs and from licensing our IP.
The Company sells its BESSs under (i) an EPC model and (ii) an EEQ model. When the Company sells a BESS under the EPC model, the Company recognizes revenue over time as we transfer control of our product to the customer. Under an EEQ model, the Company recognizes revenue related to equipment sales upon delivery to the customer and service revenue over time as we provide specialized technical services to the customer.
The Company enters into tolling and power purchase agreements (“PPA”) under which counterparties may sell energy stored in the Company’s energy storage systems or request that the Company dispatch energy on their behalf. Each agreement is evaluated to determine whether it qualifies as a lease under Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) or a customer contract under ASC 606, Revenue from Contracts with Customers (“ASC 606”). As of June 30, 2026, two energy storage systems were operating commercially: one accounted for as an operating lease under ASC 842 and one accounted for as a customer contract under ASC 606.
For the arrangement accounted for under ASC 606, fixed consideration is recognized on a straight-line basis over the contract term. For the arrangement accounted for as a lease under ASC 842, fixed consideration is recognized as operating lease revenue on a straight-line basis over the lease term and variable lease payments are recognized in the period the underlying energy is delivered.
When the Company licenses its IP, revenue is recognized at the point in time at which the customer obtains control of the licensed technology. When the Company licenses its software solutions or provides operation and maintenance services, the transaction price for each contract is recognized as revenue on a straight-line basis over the term of the contract.
Our revenue is affected by changes in the price, volume, and mix of products and services purchased by our customers, which is driven by the demand for our products, geographic mix of our customers, strength of competitors’ product offerings, and the availability of government incentives to the end-users of our products.
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Our revenue growth is dependent on continued growth in the number of energy storage systems constructed each year and our ability to increase our share of demand in the geographic regions where we currently compete and plan to compete in the future. Additionally, our revenue growth is dependent on our ability to find attractive projects to build, own, and operate.
Cost of Revenue
Cost of revenue primarily consists of product costs, materials and supplies, depreciation and amortization, and costs associated with subcontractors, direct labor, and product warranties. Product costs include the cost of purchased equipment, as well as tariffs and shipping costs directly attributable to that equipment.
Our cost of revenue is affected by underlying costs of equipment and materials such as batteries, inverters, enclosures, transformers, and cables, as well as the cost of subcontractors to provide construction services. We do not currently hedge against changes in the price of raw materials as we do not purchase raw materials. We purchase energy storage system components from our suppliers.
Gross Profit and Gross Profit Margin
Gross profit and gross profit margin may vary from period to period due to the timing of transferring control of significant uninstalled equipment to customers under contracts to sell energy storage systems. When control of significant uninstalled equipment is transferred to customers in an EPC project, the Company recognizes revenue in an amount equal to the cost of that equipment. The profit margin inherent in these materials is deferred until the Company fulfills its obligation to install the materials during construction of the energy storage systems. Generally, margins in an EPC project are lower in the beginning and middle stages as the equipment is delivered, and margins are higher in the later stages as the Company performs the construction, installation, and commissioning services. As a result, gross profit and gross profit margin will vary from period to period.
Additionally, gross profit and gross profit margin may vary from period to period due to our sales volume, product prices, product costs, product mix, geographical mix, and change in estimates for warranty liabilities.
Sales and Marketing (“S&M”) Expenses
S&M expenses consist primarily of internal personnel-related costs for marketing, sales, and related support teams, as well as external costs such as professional service fees, trade shows, marketing and sales-related promotional materials, public relations expenses, and website operating and maintenance costs. Personnel-related expenses include salaries, benefits, and stock-based compensation expenses.
Research and Development (“R&D”) Expenses
R&D expenses consist primarily of internal and external expenses incurred in connection with our research activities and development programs that include material costs directly related to product development, testing and evaluation costs, construction costs including labor and transportation of material, overhead related costs and other direct expenses consisting of personnel-related expenses and consulting expenses relating to studies of product safety, reliability and development. Personnel-related expenses consist of salaries, benefits, and stock-based compensation expense.
General and Administrative (“G&A”) Expenses
General and administrative expenses consist primarily of personnel-related expenses for our corporate, executive, finance and other administrative functions; information technology expenses; legal and professional fees; costs related to preliminary project development activities, including feasibility studies, site evaluation, permitting and preliminary engineering; and travel costs. Personnel-related expenses consist of salaries, benefits and stock-based compensation expense. To a lesser extent, general and administrative expenses include investor relations, insurance, rent, office and maintenance costs.
Provision for Credit Losses
Provision for credit losses represents the expense recognized to account for potential losses on accounts receivable, contract assets, and customer financing receivable due to customer defaults or credit deterioration. This provision reflects management’s estimate of expected credit losses based on historical trends and forward-looking assessments.
Depreciation, Amortization, and Accretion Expense (Excluding Amounts Included in Cost of Revenue)
Depreciation, amortization, and accretion expense consists of depreciation associated with property and equipment (excluding energy storage system depreciation which is included in cost of revenue), amortization of intangible assets, and accretion of an asset retirement obligation.
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Change in Fair Value of Financial Instruments Carried at Fair Value
Change in fair value of financial instruments carried at fair value represents a gain or loss from the change in fair value of the Company’s convertible debentures, warrant liabilities, and derivative assets and liabilities.
Interest Expense
Interest expense consists primarily of contractual interest on debt, insurance premium financing obligations, and finance lease liabilities, as well as amortization of debt discounts and debt issuance costs.
Interest Income
Interest income primarily consists of interest income from our money market funds and interest-bearing savings accounts.
Other Expense, Net
Other expense, net includes foreign currency gains and losses and non-recurring non-operating gains and losses.
Results of Operations
Consolidated Comparison of Three and Six Months Ended June 30, 2026 to June 30, 2025
The following table sets forth our results of operations for the periods indicated (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | 2026 | 2025 | $ Change | ||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 17,369 | $ | 8,512 | $ | 8,857 | $ | 39,248 | $ | 17,046 | $ | 22,202 | |||||||||||||||||||||||||||||||||||
| Cost of revenue | 11,993 | 5,996 | 5,997 | 29,084 | 9,654 | 19,430 | |||||||||||||||||||||||||||||||||||||||||
| Gross profit | 5,376 | 2,516 | 2,860 | 10,164 | 7,392 | 2,772 | |||||||||||||||||||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 2,865 | 3,161 | (296) | 5,775 | 7,306 | (1,531) | |||||||||||||||||||||||||||||||||||||||||
| Research and development | 2,546 | 4,074 | (1,528) | 5,136 | 7,898 | (2,762) | |||||||||||||||||||||||||||||||||||||||||
| General and administrative | 22,653 | 19,113 | 3,540 | 43,894 | 36,619 | 7,275 | |||||||||||||||||||||||||||||||||||||||||
| Provision for credit losses | 52 | 3,843 | (3,791) | 77 | 3,832 | (3,755) | |||||||||||||||||||||||||||||||||||||||||
| Depreciation, amortization, and accretion (excluding amounts included in cost of revenue) | 1,919 | 473 | 1,446 | 4,142 | 778 | 3,364 | |||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 30,035 | 30,664 | (629) | 59,024 | 56,433 | 2,591 | |||||||||||||||||||||||||||||||||||||||||
| Loss from operations | (24,659) | (28,148) | 3,489 | (48,860) | (49,041) | 181 | |||||||||||||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (4,192) | (2,516) | (1,676) | (7,658) | (2,611) | (5,047) | |||||||||||||||||||||||||||||||||||||||||
| Interest income | 704 | 312 | 392 | 1,272 | 627 | 645 | |||||||||||||||||||||||||||||||||||||||||
| Change in fair value of financial instruments carried at fair value | 1,489 | — | 1,489 | 1,355 | — | 1,355 | |||||||||||||||||||||||||||||||||||||||||
| Other expense, net | (2,179) | (2,507) | 328 | (7,430) | (2,625) | (4,805) | |||||||||||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | (28,837) | $ | (32,859) | $ | 4,022 | $ | (61,321) | $ | (53,650) | $ | (7,671) | |||||||||||||||||||||||||||||||||||
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Revenue
The Company recognized revenue for the product and service categories as follows for the six months ended June 30, 2026 and 2025 (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sale of energy storage products | $ | 14,696 | $ | 7,711 | $ | 34,406 | $ | 12,602 | |||||||||||||||
| Tolling revenue and PPA revenue | 2,026 | 390 | 3,554 | 390 | |||||||||||||||||||
| Operation and maintenance services | 445 | 277 | 889 | 553 | |||||||||||||||||||
| Software licensing | 187 | 120 | 369 | 232 | |||||||||||||||||||
| IP licensing | 15 | 14 | 30 | 3,269 | |||||||||||||||||||
| Total revenue | $ | 17,369 | $ | 8,512 | $ | 39,248 | $ | 17,046 | |||||||||||||||
Revenue for the three months ended June 30, 2026 was $17.4 million, an increase of $8.9 million from $8.5 million for the same period in 2025. The increase was primarily due to a $7.0 million increase in energy storage product sales and a $1.6 million increase in tolling and PPA revenue. The increase in sales of energy storage products primarily related to progress on the Company’s Australian EPC projects. The increase in tolling and PPA revenue primarily related to the Company’s owned energy storage systems placed in service during the second and third quarters of 2025.
Revenue for the six months ended June 30, 2026 was $39.2 million, an increase of $22.2 million from $17.0 million for the same period in 2025. The increase was primarily due to a $21.8 million increase in energy storage product sales and a $3.2 million increase in tolling and PPA revenue, partially offset by a $3.2 million decrease in IP licensing revenue. The increase in sales of energy storage products primarily related to progress on the Company’s Australian EPC projects. The increase in tolling and PPA revenue primarily related to the Company’s owned energy storage systems placed in service during the second and third quarters of 2025. The decrease in IP licensing revenue primarily reflected revenue recognized in the prior year period that did not recur in the current year period.
Revenue from three customers accounted for 41%, 21%, and 21% of total revenue, respectively, for the three months ended June 30, 2026 and revenue from three customers accounted for 54%, 22%, and 10% of total revenue, respectively, for the six months ended June 30, 2026.
Revenue from three customers accounted for 50%, 31%, and 10% of total revenue, respectively, for the three months ended June 30, 2025 and revenue from three customers accounted for 52%, 19%, and 15% of total revenue, respectively, for the six months ended June 30, 2025.
Cost of Revenue
Cost of revenue for the three months ended June 30, 2026 was $12.0 million, an increase of $6.0 million from $6.0 million for the same period in 2025. Cost of revenue for the six months ended June 30, 2026 was $29.1 million, an increase of $19.4 million from $9.7 million for the same period in 2025.
The increases in cost of revenue for the three and six months ended June 30, 2026 compared to the same periods in 2025 were driven by higher EPC project costs, primarily reflecting increased activity on the Company’s Australian EPC projects. Also contributing to the increases was depreciation expense associated with the Company’s owned energy storage systems, which were placed in service during the second and third quarters of 2025.
Gross Profit and Gross Profit Margin
Gross profit for the three months ended June 30, 2026 was $5.4 million, an increase of $2.9 million from $2.5 million for the same period in 2025. Gross profit for the six months ended June 30, 2026 was $10.2 million, an increase of $2.8 million from $7.4 million for the same period in 2025. The increases in gross profit for both periods in 2026 compared to 2025 were driven primarily by higher gross profit from sales of energy storage products and, to a lesser extent, from the Company’s owned energy storage systems.
Gross profit margin increased to 31.0% for the three months ended June 30, 2026 from 29.6% for the same period in 2025, primarily due to higher gross profit margins on sales of energy storage products. Gross profit margin decreased to 25.9% for the six months ended June 30, 2026 from 43.4% for the same period in 2025, primarily due to lower IP licensing revenue in 2026 than in the prior-year period.
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Sales and Marketing Expenses
Sales and marketing expenses for the three months ended June 30, 2026 were $2.9 million, a decrease of $0.3 million from $3.2 million for the same period in 2025. The decrease was driven primarily by lower headcount within sales and marketing, resulting in a $0.6 million decrease in personnel-related expenses. These cost savings were partially offset by a $0.4 million increase in consulting expenses.
Sales and marketing expenses for the six months ended June 30, 2026 were $5.8 million, a decrease of $1.5 million from $7.3 million for the same period in 2025. The decrease was driven primarily by cost-control measures and lower headcount within sales and marketing, resulting in a $1.2 million decrease in personnel-related expenses and a $0.2 million decrease in external marketing and public relations costs.
Research and Development Expenses
Research and development expenses for the three months ended June 30, 2026 were $2.5 million, a decrease of $1.5 million from $4.1 million for the same period in 2025. The decrease was driven primarily by cost-control measures and lower headcount within research and development, resulting in decreases of $1.0 million in personnel-related expenses and $0.6 million in engineering and development costs.
Research and development expenses for the six months ended June 30, 2026 were $5.1 million, a decrease of $2.8 million from $7.9 million for the same period in 2025. The decrease was driven primarily by cost-control measures and lower headcount within research and development, resulting in decreases of $1.6 million in personnel-related expenses and $1.3 million in engineering and development costs.
General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2026 were $22.7 million, an increase of $3.5 million from $19.1 million for the same period in 2025. The increase was driven primarily by increases of $3.1 million in legal and professional fees, $1.9 million in project development costs, $0.3 million in travel expenses, $0.4 million in property tax and permitting fees, and $0.2 million in operating costs for the Snyder commercial demonstration unit (“Snyder CDU”). These increases were partially offset by a $2.6 million decrease in personnel-related expenses, primarily attributable to a $3.4 million decrease in stock-based compensation expense.
General and administrative expenses for the six months ended June 30, 2026 were $43.9 million, an increase of $7.3 million from $36.6 million for the same period in 2025. The increase was driven primarily by increases of $4.9 million in legal and professional fees, $2.6 million in project development costs, $0.8 million in property tax and permitting fees, $0.6 million in travel expenses, $0.4 million in operating costs for the Snyder CDU, and $0.2 million in insurance costs. These increases were partially offset by a $2.8 million decrease in personnel-related expenses, primarily attributable to a $4.9 million decrease in stock-based compensation expense.
Provision for Credit Losses
Provision for credit losses was $0.1 million for each of the three and six months ended June 30, 2026, compared with $3.8 million for each of the corresponding periods in 2025. The decrease was primarily due to allowances recorded in 2025 for a customer financing receivable and a convertible note receivable, with no comparable allowances recorded in 2026.
Depreciation, Amortization, and Accretion Expense (Excluding Amounts Included in Cost of Revenue)
Depreciation, amortization, and accretion expense (excluding amounts included in cost of revenue) for the three months ended June 30, 2026 was $1.9 million, an increase of $1.4 million from $0.5 million for the same period in 2025. Depreciation, amortization, and accretion expense (excluding amounts included in cost of revenue) for the six months ended June 30, 2026 was $4.1 million, an increase of $3.4 million from $0.8 million for the same period in 2025. The increases were primarily related to depreciation on the Snyder CDU, which was placed in service in the second half of 2025.
Interest Expense
Interest expense for the three months ended June 30, 2026 was $4.2 million, an increase of $1.7 million from $2.5 million for the same period in 2025. Interest expense for the six months ended June 30, 2026 was $7.7 million, an increase of $5.0 million from $2.6 million for the same period in 2025. The increases primarily reflect higher average debt balances in 2026 compared with the corresponding periods in 2025.
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Interest Income
Interest income for the three months ended June 30, 2026 was $0.7 million, an increase of $0.4 million from $0.3 million for the same period in 2025. Interest income for the six months ended June 30, 2026 was $1.3 million, an increase of $0.6 million from $0.6 million for the same period in 2025. The increases primarily reflect higher average interest-earning cash balances that earned interest compared with the corresponding periods in 2025.
Change in Fair Value of Financial Instruments Carried at Fair Value
Change in fair value of financial instruments carried at fair value resulted in gains of $1.5 million and $1.4 million for the three and six months ended June 30, 2026, respectively, with no comparable amount recognized for the corresponding periods in 2025. The gains recognized in 2026 were primarily due to an decrease in the fair value of the Company’s warrant liabilities.
Other Expense, Net
Other expense, net, for the three months ended June 30, 2026 was $2.2 million, a decrease of $0.3 million from $2.5 million for the same period in 2025. The decrease was primarily due to a $1.2 million decrease in loss on debt extinguishment, the absence of $0.9 million of commitment and transaction fees related to the Hudson Equity Purchase Agreement recognized in 2025, and a $0.3 million decrease in foreign exchange losses. These decreases were partially offset by a $2.0 million impairment of the Company’s investment in KORE equity securities recognized in 2026.
Other expense, net, for the six months ended June 30, 2026 was $7.4 million, an increase of $4.8 million from $2.6 million for the same period in 2025. The increase in other expense, net was primarily due to a $4.0 million increase in loss on debt extinguishment and a $2.0 million impairment of the Company’s investment in KORE equity securities, partially offset by the absence of $0.9 million of commitment and transaction fees related to the Hudson Equity Purchase Agreement recognized in 2025.
Liquidity and Capital Resources
Sources of Liquidity
Historically, Energy Vault has financed its net cash used in operating and investing activities primarily through the issuance and sale of equity, proceeds from the reverse recapitalization and private investment in public equity (“PIPE”) transaction completed in 2022, and debt financings. In 2025, we also entered into a preferred equity investment arrangement at Asset Vault to support the development, acquisition, and ownership of energy storage assets.
For corporate-level liquidity, we have accessed both unsecured and secured debt financings. Our indebtedness ranks senior to our common equity. If we raise additional funds through the issuance of debt securities, such instruments could also rank senior to our common equity and may include covenants or other terms that impose restrictions on our operations. Volatility in the credit markets and broader financial services sector could impact the availability and cost of both debt and equity financing in the future.
In addition to corporate-level liquidity, in 2025 we launched Asset Vault, a fully consolidated subsidiary dedicated to developing, building, owning, and operating energy storage assets. In support of this strategy, we entered into a preferred equity investment arrangement with OIC, providing a $300 million capital framework to fund the acquisition and development of a portfolio of energy storage assets. We have raised, and expect to continue to raise, project-level capital to support the development, construction, ownership, and operation of energy storage assets, including through Asset Vault and other project-specific financing vehicles. Such project-level capital has included preferred equity and project-level secured debt incurred by the subsidiaries that hold the applicable project assets (including subsidiaries of Asset Vault). This project-level debt is generally secured by the underlying energy storage systems and related project assets and is intended to be supported by, and repaid from, project cash flows, and may include customary limited-recourse provisions (including specified sponsor or project-party indemnities and other limited obligations) rather than full recourse to Energy Vault Holdings, Inc. While project-level financing can enable us to scale owned-asset deployments and manage corporate liquidity needs, the availability and cost of such financing depend on a variety of factors, including project readiness, permitting and interconnection status, contracted offtake and other revenue arrangements, counterparty credit, market conditions and interest rates, and evolving tax credit eligibility requirements and trade policy.
To support performance bonding and surety obligations required under project agreements, the Company partners with Marsh to access bonding and surety instruments issued by highly rated insurance firms.
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As part of our ongoing business operations, the Company had a sales backlog of $1.5 billion as of June 30, 2026. Management expects this backlog to contribute to the future funding of our business, and we anticipate that future contract awards will add to contracted backlog as new agreements are executed.
Energy Vault has historically incurred negative operating cash flows and operating losses and may continue to incur operating losses in the future. The Company may seek to raise additional capital through combinations of equity and/or debt financings, subject to prevailing market conditions. Issuance of equity securities could result in dilution to existing stockholders and may include rights, preferences, or privileges senior to those of the Company’s common stock. Debt financings, including secured debt financings, may require cash interest, amortization or redemption payments, may be secured by Company or subsidiary assets, and may include financial or operating covenants, borrowing base limitations, mandatory redemption provisions or other restrictions.
Management believes that its cash, cash equivalents, and restricted cash on hand as of the filing date of this Quarterly Report will be sufficient to fund our operating activities and meet our obligations as they become due for at least the next twelve months without regard to any cash proceeds we may receive in the future upon the exercise of outstanding warrants. This assessment reflects the Company’s expected operating cash requirements and the subsequent payments and commitments described below and in Notes 19 and 20 to the condensed consolidated financial statements.
Tax Credit Transfer Commitment
On March 28, 2025, the Company entered into a Tax Credit Transfer Commitment, on behalf of its majority and wholly-owned subsidiary companies, with a third-party purchaser pursuant to which the Company agreed to sell the investment tax credits (“ITC”) generated by the Calistoga Resiliency Center (“CRC”) energy storage system, the Cross Trails energy storage system, and the Snyder CDU. The Company collected $11.8 million in proceeds from the transfer of the Cross Trails ITC on February 26, 2026 and collected $15.4 million in proceeds from the transfer of the CRC ITC on July 24, 2026 to the third-party purchaser. As of the date of the Quarterly Report, the sale of the eligible ITC generated by the Snyder CDU is expected to close following the satisfaction of certain customary closing conditions.
At-the-Market (“ATM”) Facility and Equity Purchase Agreements
On November 12, 2024, we entered into an open market sales agreement (“Sales Agreement”) with Jefferies LLC, as sales agent (the “Sales Agent”), pursuant to which we may, from time to time, sell shares of our common stock, having an aggregate offering price of up to $50.0 million through the Sales Agent under an “at-the-market” equity offering program. As of June 30, 2026, $46.0 million remained available for sale under the program. We may seek, from time to time, to raise additional capital under the Sales Agreement. During the six months ended June 30, 2026, the Company sold 721,185 shares of its common stock under its at-the-market offering program at a weighted-average sales price of $5.61 per share. The Company received net proceeds of $3.9 million after deducting sales agent commissions.
On March 31, 2025, we entered into the Hudson Equity Purchase Agreement. Pursuant to the Hudson Equity Purchase Agreement, the Company has the right at its sole discretion, but not the obligation, to sell to Hudson, and Hudson is obligated to purchase, up to $25.0 million of newly issued shares of the Company’s common stock, from time to time during the term of the Hudson Equity Purchase Agreement, subject to certain limitations and conditions.
In connection with the Hudson Equity Purchase Agreement, the Company entered into a Registration Rights Agreement, pursuant to which the Company agreed to register the Commitment Shares and the shares issuable pursuant to the Hudson Equity Purchase Agreement.
On August 6, 2025, the Company entered into the Helena Purchase Agreement. Pursuant to the Helena Purchase Agreement, the Company has the right, but not the obligation, to sell to Helena, and Helena is obligated to purchase, up to 25.0 million of newly issued shares of the Company’s common stock, from time to time over a 36-month term, subject to certain limitations and conditions. The obligations under the Helena Purchase Agreement are subject to a standstill period and will not commence until the later of (i) ninety days from the execution of the agreement, or (ii) the termination or expiration of the Company's existing Hudson Equity Purchase Agreement.
The Company did not sell any shares under its equity purchase arrangements during the six months ended June 30, 2026 and 2025.
The Company intends to use the net proceeds from the sale of shares under its ATM facility or equity purchase arrangements to invest in the development, construction, and deployment of energy storage-related projects, working capital, and general corporate purposes, including repayment of debt. The Company may find it necessary or advisable to use the net proceeds for other purposes.
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CRC Senior Notes
On April 4, 2025, Calistoga Resiliency Center, LLC (“CRC”), a subsidiary of the Company, entered into a Note Purchase Agreement, as amended by Amendment No. 1 thereto, dated as of August 4, 2025 (the “CRC Note Purchase Agreement”), with Eagle Point Credit Management, LLC, pursuant to which CRC issued $27.8 million of senior notes (“CRC Senior Notes”). The CRC Senior Notes bear interest at 9.5% per annum and are senior secured obligations of CRC, backed by a first-priority pledge of all CRC assets and equity interests. The CRC Senior Notes include customary affirmative and negative covenants, including minimum cash reserves and a minimum debt service coverage ratio. Principal and interest are payable semi-annually, with installments due each February 28 and August 31, and the CRC Senior Notes mature on April 4, 2032.
On June 26, 2026, CRC, the holders party thereto, and Wilmington Trust National Association, as collateral agent, entered into a Consent, Waiver, and Amendment No. 2 to the CRC Note Purchase Agreement (the “CRC Amendment”). Pursuant to the CRC Amendment, the holders, among other items, (i) consented to a voluntary principal prepayment of the CRC Senior Notes in an aggregate principal amount of approximately $4.1 million, (ii) waived the make-whole amount and related certificate delivery requirements otherwise payable in connection with such prepayment, (iii) consented to the release, withdrawal and transfer of excess reserve amounts for application to such prepayment, (iv) deferred the testing date for the debt service coverage ratio covenant to November 30, 2026, (v) consented to a revised amortization schedule, and (vi) consented to a reduction of the operating reserve requirement.
In connection with the CRC Amendment, the Company agreed to pay an amendment fee of $0.4 million to the holders of the CRC Senior Notes. The Company made the prepayment of principal and accrued interest, and the amendment fee in July 2026.
Cross Trails Credit Agreement
On July 23, 2025, Cross Trails Energy Storage Project, LLC (“Cross Trails”), a subsidiary of the Company, entered into a credit agreement (the “Cross Trails Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent, and each of the lenders party thereto.
The Cross Trails Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of approximately $17.8 million. The Cross Trails Credit Agreement is structured as a single-draw term loan, with the full amount funded on July 23, 2025. The borrowing bears interest, at the Company’s election, at (i) the alternate base rate (“ABR”) plus 5.00% or (ii) the term secured overnight financing rate (“SOFR”) plus 6.00%. As of June 30, 2026, the Company was utilizing a SOFR of 3.6%, resulting in an interest rate of 9.6%.
Principal and interest are payable semi-annually, with installments due each February 28 and August 31, beginning on February 28, 2026. The Cross Trails Credit Agreement matures on July 23, 2032
On June 29, 2026, Cross Trails entered into a Waiver, Consent and Amendment No. 1 to the Cross Trails Credit Agreement (the “Cross Trails Consent”) with the lenders. Pursuant to the Cross Trails Consent, the lenders waived any default or event of default under the Cross Trails Credit Agreement arising from Cross Trails’ failure to comply with the debt service coverage ratio requirements for the quarters ended March 31, 2026 and June 30, 2026, and consented to Cross Trails’ application of cash equity contributions from Energy Vault, Inc. in the aggregate amount of $1.2 million, together with a historical revenue credit related to insurance proceeds reasonably expected to be received, to cure the debt service coverage ratio noncompliance.
The amendment also added a prospective equity cure right under which Cross Trails may receive cash equity contributions from the project sponsor or its direct or indirect owners to cure future financial covenant noncompliance, subject to certain limitations. The cure right may be exercised up to four times during the term of the Cross Trails Credit Agreement and once in consecutive fiscal quarters; however, the cure of the March 31, 2026 and June 30, 2026 debt service coverage ratio noncompliance does not count toward the four permitted cure exercises. The amendment provides that the cure right may not be used for the quarter ending September 30, 2026.
As a result of the waiver, consent and amendment, the debt service coverage ratio noncompliance did not result in an event of default or acceleration of amounts outstanding under the Cross Trails Credit Agreement. As of June 30, 2026, the Company classified the outstanding balance under the Cross Trails Credit Agreement based on the contractual payment terms of the amended agreement.
Sale of Future Receipts
On August 29, 2025, the Company, together with Energy Vault, Inc., its wholly-owned subsidiary (collectively with the Company, the “Sellers”), entered into an agreement of sale of future receipts (the “Cedar Arrangement”) with Cedar Advance LLC (“Cedar”). Cedar paid a purchase price of $5.0 million, from which $0.5 million of origination fees were
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deducted, resulting in net proceeds of $4.5 million. Under the agreement, the Sellers remit to Cedar $0.2 million per week, or approximately 27.0% of future receivables collections, until Cedar has received an aggregate amount equal to (i) $5.1 million if fully repaid within 30 days of funding, (ii) $5.2 million if fully repaid after 30 days but within 60 days of funding, or (iii) $6.3 million if not fully repaid within 60 days of funding.
The Company did not fully repay the Cedar Arrangement within 60 days of funding, therefore the applicable aggregate amount remitted to Cedar was $6.3 million. As of June 30, 2026, the Company had remitted the full $6.3 million to Cedar, and no amounts remained outstanding.
Convertible Debentures (collectively, the 2025 and 2026 Debentures)
2025 Debentures
During 2025, the Company issued an aggregate principal amount of $65.0 million of senior unsecured convertible debentures (the “2025 Debentures”) to YA II PN, Ltd. (the “Investor”), consisting of $30.0 million funded on September 22, 2025, $20.0 million funded on December 16, 2025, and $15.0 million funded on December 30, 2025. The 2025 Debentures bear interest at 7.0% per annum, require monthly installment payments of principal and interest, and permit the Company to satisfy such payments in cash, through conversions into shares of the Company’s common stock, or a combination thereof, subject to the terms of the applicable debentures.
During the six months ended June 30, 2026, the Company used $55.6 million of cash, inclusive of accrued interest and cash payment premiums, to partially pay down the 2025 Debentures.
As of June 30, 2026, $3.0 million of principal remained outstanding under the 2025 Debentures, all of which was subject to conversion notices issued to the Investor that have not yet been exercised.
2026 Debentures
On May 18, 2026, the Company entered into a separate securities purchase agreement (“2026 Securities Purchase Agreement”) with the Investor, pursuant to which the Company issued a senior secured convertible debenture in the original principal amount of $42.0 million. The debenture was issued at 95% of principal, and the Company received net proceeds of $39.5 million after deductions for original issue discount and fees.
On June 29, 2026, the Company entered into an amendment to the 2026 Securities Purchase Agreement with the Investor. The amendment increased the maximum aggregate principal amount of convertible debentures issuable under the 2026 Securities Purchase Agreement from $75.0 million to $150.0 million and provided for the issuance of an amended and restated senior secured convertible debenture in the outstanding principal amount of $80.0 million (the “2026 Debentures”), consisting of the original $42.0 million principal amount issued on May 18, 2026 and an additional principal amount of $38.0 million issued on June 29, 2026.
The additional principal amount was issued at 95% of principal for a purchase price of $36.1 million. After deductions for a structuring fee and legal fee reimbursements, the Company received net proceeds of $34.6 million from the additional principal amount. The 2026 Debentures are secured by assets of the Company, Energy Vault, Inc. and certain of the Company’s subsidiaries.
The 2026 Debentures bear interest at 7.5% per annum, or 18.0% upon an uncured event of default, and mature on July 1, 2027. Under the amended and restated redemption schedule, interest-only installments are due in June and July 2026, and monthly principal installments begin on August 29, 2026.
For each installment, the Company may (i) pay cash, (ii) if certain conditions are satisfied, elect to allow the Investor to convert the unpaid installment into shares of the Company’s common stock at a conversion price equal to 97% of the lowest daily VWAP during the four consecutive trading days immediately preceding the conversion date, subject to a floor price of $1.19 per share for the initial tranche, or (iii) satisfy the installment through a combination of cash and conversion. Investor conversions are subject to a beneficial ownership limit of 4.99% of the Company’s common stock and to a limit of 19.99% of the Company’s outstanding common stock as of closing unless stockholder approval to exceed such cap is obtained in accordance with the rules and regulations of the NYSE.
The 2026 Debentures include certain amortization event provisions. An amortization event includes, among other things, (i) the Company’s common stock trading below the floor price for 5 of 7 consecutive trading days, (ii) issuance of more than 99% of the shares available under the exchange cap without stockholder approval, or (iii) from any time after the six-month anniversary of issuance, the Investor being unable to sell its shares pursuant to Rule 144. While an amortization event is in effect, the monthly installment must be paid in cash and the installment amount may increase to the greater of the scheduled amount and 20.0% of then-outstanding principal.
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The 2026 Debentures also include mandatory redemption provisions based on the borrowing base. A mandatory redemption event occurs if the aggregate principal amount outstanding under the 2026 Debentures exceeds the applicable percentage of the borrowing base adjusted amount. Mandatory redemption amounts are required to be paid in cash.
As of June 30, 2026, $80.0 million of principal remained outstanding under the 2026 Debentures.
Senior Convertible Notes
On February 17, 2026, the Company completed a private offering of $140.0 million aggregate principal amount of Senior Convertible Notes due 2031 (the “Senior Convertible Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. In addition, the Company issued an additional $10.0 million aggregate principal amount of Senior Convertible Notes pursuant to the initial purchasers’ option in a transaction that closed on February 27, 2026. The Senior Convertible Notes bear interest at 5.250% per annum, payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026, and mature on March 1, 2031, unless earlier converted, redeemed or repurchased. The Company may redeem for cash all or part of the Senior Convertible Notes, at its option, on or after March 5, 2029. After deducting the 3.25% initial purchasers’ discount, the Company received proceeds of $145.1 million from the issuance of the Senior Convertible Notes.
In connection with the issuance of the Senior Convertible Notes, the Company also entered into capped call transactions with certain option counterparties. The capped call transactions are intended to reduce potential dilution to the Company's common stock upon any conversion of the Senior Convertible Notes, and/or offset any cash payments the Company is required to make in excess of the principal amount upon conversion, with such reduction and/or offset subject to a cap based on the cap price. The Company used $20.5 million of the proceeds from the offering to pay the cost of the capped call transactions.
The Senior Convertible Notes are convertible in certain circumstances and during specified periods, and the Company may settle conversions in cash, shares of the Company’s common stock, or a combination of cash and shares, at its election. The Senior Convertible Notes may be redeemed by the Company on or after March 5, 2029, subject to certain conditions, and holders may require the Company to repurchase the Senior Convertible Notes upon the occurrence of a fundamental change.
Cash, Cash Equivalents, and Restricted Cash
Our cash equivalents are highly liquid investments purchased with original or remaining maturities of three months or less.
The following table summarizes our cash, cash equivalents, and restricted cash balances as of June 30, 2026 and December 31, 2025 (amounts in thousands):
June 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | 93,043 | $ | 58,260 | |||||||
| Restricted cash | 54,978 | 45,183 | |||||||||
| Total cash, cash equivalents, and restricted cash | $ | 148,021 | $ | 103,443 | |||||||
Restricted cash primarily consists of cash deposits held in segregated accounts as collateral for certain debt financing requirements and for guarantees and bonds issued in connection with our customer owned and Company owned projects under development.
Additionally, our contractual arrangements with customers often require us to issue letters of credit, bank guarantees, and performance and payment bonds to secure our performance under those contracts. To collateralize these instruments, we deposit cash in restricted accounts that cannot be used for general corporate purposes until the underlying obligations are settled or the guarantees expire.
The following table summarizes restricted cash balances (amounts in thousands):
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| June 30, 2026 | December 31, 2025 | ||||||||||
| Restricted cash, current portion | $ | 14,309 | $ | 4,717 | |||||||
| Restricted cash, long-term portion | 40,669 | 40,466 | |||||||||
| Total restricted cash | $ | 54,978 | $ | 45,183 | |||||||
| Restricted cash related to debt financing | $ | 10,264 | $ | 9,489 | |||||||
| Restricted cash related to customer and owned projects | 42,355 | 33,002 | |||||||||
| Other | 2,359 | 2,692 | |||||||||
| Total restricted cash | $ | 54,978 | $ | 45,183 | |||||||
Contractual Obligations
Our principal commitments as of June 30, 2026 consisted primarily of obligations under debt financing arrangements, operating leases, finance leases, a deferred pension, warranty liabilities, and issued purchase orders. Our non-cancellable purchase obligations as of June 30, 2026 totaled approximately $6.3 million, which is all expected to be paid in the next twelve months.
The following table summarizes the cash maturities of the Company’s debt instruments as of June 30, 2026 (amounts in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||||||||||||||
Debt obligations | $ | 41,484 | $ | 50,806 | $ | 2,209 | $ | 2,777 | $ | 2,649 | $ | 164,276 | |||||||||||||||||||||||
Cash Flows
The following table summarizes cash flows from operating, investing, and financing activities for the periods indicated (amounts in thousands):
Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by (used in) operating activities | $ | (84,361) | $ | 12,629 | |||||||
| Net cash used in investing activities | (4,441) | (17,336) | |||||||||
| Net cash provided by financing activities | 135,124 | 32,140 | |||||||||
| Effects of exchange rate changes on cash | (1,744) | 593 | |||||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 44,578 | $ | 28,026 | |||||||
Operating Activities
Net cash used in operating activities was $84.4 million for the six months ended June 30, 2026, compared to net cash provided by operating activities of $12.6 million for the same period in 2025.
For the six months ended June 30, 2026, net cash used in operating activities reflects a net loss of $62.2 million, adjusted for $26.5 million of non-cash charges, a $33.8 million decrease in operating liabilities, and a $14.9 million increase in operating assets.
Significant non-cash items consisted of $11.4 million of stock-based compensation expense, $6.8 million of depreciation, amortization, and accretion expense, a $5.4 million loss on debt extinguishment, a $1.4 million gain on the change in fair value of financial instruments carried at fair value, a $2.0 million impairment of equity securities, $1.9 million of non-cash debt and financing costs, and a $0.3 million increase in the deferred tax asset valuation allowance.
The decrease in operating liabilities was driven by a $59.1 million decrease in accounts payable and accrued expenses, partially offset by a $23.3 million increase in contract liabilities, a $1.2 million increase in other current liabilities, and a $0.8 million increase in other long-term liabilities. The decrease in accounts payable and accrued expenses was due to timing of payments. The increase in contract liabilities primarily related to upfront payments received from customers for their respective projects, and the increase in other current liabilities related to a refundable deposit received from a potential customer.
The increase in operating assets was driven by a $16.1 million increase in advances to suppliers, a $12.9 million increase in other assets, a $10.2 million increase in prepaid expenses and other current assets, partially offset by an $18.6 million
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decrease in accounts receivable and a $6.0 million decrease in contract assets. The increase in advances to suppliers primarily related to the Company’s new projects under contract. The increase in other assets primarily related to equipment deposits for the power generation equipment deposit and a long-term battery supply arrangement, and the increase in prepaid expenses and other current assets primarily related to prepaid development expenses for the New Mexico Power and Data Center Project. The decreases in accounts receivable and contract assets primarily related to the timing of customer billings and collections.
The shift to net cash used in operating activities for the six months ended June 30, 2026 from net cash provided by operating activities in the corresponding period in 2025 primarily reflected a higher net loss after adjusting for non-cash charges, increased payments that reduced accounts payable and accrued expenses, and cash used for prepaid project development costs, equipment deposits, and deposits under a long-term battery supply arrangement. The shift also reflected lower upfront customer payments, partially offset by greater collections relative to billings.
Investing Activities
Net cash used in investing activities was $4.4 million for the six months ended June 30, 2026, compared to net cash used in investing activities of $17.3 million for the same period in 2025.
Net cash used in investing activities for the six months ended June 30, 2026 consisted of $16.2 million in purchases of property and equipment, primarily related to the SOSA project, partially offset by $11.8 million in proceeds from the transfer of the Cross Trails ITC to a third-party buyer.
The decrease in net cash used in investing activities compared with the corresponding period in 2025 was primarily driven by the $11.8 million in proceeds from the transfer of the Cross Trails ITC and the absence of the $2.1 million investment in a note receivable made in 2025.
Financing Activities
Net cash provided by financing activities was $135.1 million for the six months ended June 30, 2026, compared to net cash provided by financing activities of $32.1 million for the same period in 2025.
Cash provided by financing activities for the six months ended June 30, 2026 was primarily attributable to $224.1 million in proceeds from the issuance of the Senior Convertible Notes and the 2026 Debentures, $3.9 million of proceeds from the issuance of common stock pursuant to the ATM program, and $1.0 million of proceeds from the exercise of stock options. These cash inflows were partially offset by $59.6 million of debt repayments, $20.5 million paid for capped call transactions in connection with the issuance of the Senior Convertible Notes, $9.8 million of debt issuance costs, and $3.4 million of taxes paid related to the net share settlement of equity awards.
The increase in cash provided by financing activities for the six months ended June 30, 2026, compared to the corresponding period in 2025 was primarily driven by higher proceeds from debt financings and issuances of common stock, partially offset by higher debt repayments and issuance costs, payments for capped call transactions entered into in connection with the issuance of the Senior Convertible Notes, and taxes paid related to the net share settlement of equity awards.
Non-GAAP Financial Measures
To complement our consolidated statements of operations and comprehensive loss, we use non-GAAP financial measures of adjusted gross profit, adjusted gross margin, adjusted operating expenses, adjusted net loss, and adjusted EBITDA. Management believes that these non-GAAP financial measures complement our GAAP amounts and such measures are useful to securities analysts and investors to evaluate our ongoing results of operations when considered alongside our GAAP measures. The presentation of these non-GAAP measures is not meant to be considered in isolation or as an alternative to other measures of financial performance calculated in accordance with GAAP. These non-GAAP measures and their reconciliation to GAAP financial measures are shown below.
The following table provides a reconciliation from GAAP gross profit to non-GAAP adjusted gross profit (amounts in thousands, unaudited):
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Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 17,369 | $ | 8,512 | $ | 39,248 | $ | 17,046 | |||||||||||||||
| Cost of revenue | 11,993 | 5,996 | 29,084 | 9,654 | |||||||||||||||||||
| Gross profit (GAAP) | 5,376 | 2,516 | 10,164 | 7,392 | |||||||||||||||||||
| Gross margin (GAAP) | 31.0 | % | 29.6 | % | 25.9 | % | 43.4 | % | |||||||||||||||
| Non-GAAP adjustment: | |||||||||||||||||||||||
| Add: depreciation and amortization | 1,321 | — | 2,644 | — | |||||||||||||||||||
| Adjusted gross profit (non-GAAP) | $ | 6,697 | $ | 2,516 | $ | 12,808 | $ | 7,392 | |||||||||||||||
| Adjusted gross margin (non-GAAP) | 38.6 | % | 29.6 | % | 32.6 | % | 43.4 | % | |||||||||||||||
The following table provides a reconciliation from GAAP operating expenses to non-GAAP adjusted operating expenses (amounts in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating expenses (GAAP) | $ | 30,035 | $ | 30,664 | $ | 59,024 | $ | 56,433 | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Less: depreciation, amortization, and accretion (excluding amounts included in cost of revenue) | 1,919 | 473 | 4,142 | 778 | |||||||||||||||||||
| Less: stock-based compensation expense | 4,366 | 8,984 | 11,419 | 18,260 | |||||||||||||||||||
| Less: reorganization expenses | — | 1,162 | — | 1,162 | |||||||||||||||||||
| Less: provision for credit losses | 52 | 3,843 | 77 | 3,832 | |||||||||||||||||||
| Adjusted operating expenses (non-GAAP) | $ | 23,698 | $ | 16,202 | $ | 43,386 | $ | 32,401 | |||||||||||||||
The following table provides a reconciliation from net loss attributable to Energy Vault Holdings, Inc. to non-GAAP adjusted net loss (amounts in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss attributable to Energy Vault Holdings, Inc. (GAAP) | $ | (29,692) | $ | (34,927) | $ | (62,177) | $ | (56,063) | |||||||||||||||
| Non-GAAP adjustments: | — | ||||||||||||||||||||||
| Stock-based compensation expense | 4,366 | 8,984 | 11,419 | 18,260 | |||||||||||||||||||
| Reorganization expenses | — | 1,162 | — | 1,162 | |||||||||||||||||||
| Provision for credit losses | 52 | 3,843 | 77 | 3,832 | |||||||||||||||||||
| Change in fair value of financial instruments carried at fair value | (1,489) | — | (1,355) | — | |||||||||||||||||||
| Impairment of equity securities | 2,030 | — | 2,030 | — | |||||||||||||||||||
| Loss on debt extinguishment | 179 | 1,412 | 5,370 | 1,412 | |||||||||||||||||||
| Expenses related to equity purchase agreement | — | 906 | — | 906 | |||||||||||||||||||
| Net loss attributable to non-controlling interest | — | (5) | — | (43) | |||||||||||||||||||
| Foreign exchange losses (gains) | (73) | 216 | (12) | 349 | |||||||||||||||||||
| Adjusted net loss (non-GAAP) | $ | (24,627) | $ | (18,409) | $ | (44,648) | $ | (30,185) | |||||||||||||||
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The following table provides a reconciliation from net loss attributable to Energy Vault Holdings, Inc. to non-GAAP adjusted EBITDA, with net loss attributable to Energy Vault Holdings, Inc. being the most directly comparable GAAP measure (amounts in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss attributable to Energy Vault Holdings, Inc. (GAAP) | $ | (29,692) | $ | (34,927) | $ | (62,177) | $ | (56,063) | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Interest expense | 4,192 | 2,516 | 7,658 | 2,611 | |||||||||||||||||||
| Interest income | (704) | (312) | (1,272) | (627) | |||||||||||||||||||
| Provision for income taxes | 855 | 2,073 | 856 | 2,456 | |||||||||||||||||||
| Depreciation, amortization, and accretion | 3,240 | 473 | 6,786 | 778 | |||||||||||||||||||
| Stock-based compensation expense | 4,366 | 8,984 | 11,419 | 18,260 | |||||||||||||||||||
| Reorganization expenses | — | 1,162 | — | 1,162 | |||||||||||||||||||
| Provision for credit losses | 52 | 3,843 | 77 | 3,832 | |||||||||||||||||||
| Change in fair value of financial instruments carried at fair value | (1,489) | — | (1,355) | — | |||||||||||||||||||
| Impairment of equity securities | 2,030 | — | 2,030 | — | |||||||||||||||||||
| Loss on debt extinguishment | 179 | 1,412 | 5,370 | 1,412 | |||||||||||||||||||
| Expenses related to equity purchase agreement | — | 906 | — | 906 | |||||||||||||||||||
| Net loss attributable to non-controlling interest | — | (5) | — | (43) | |||||||||||||||||||
| Foreign exchange losses (gains) | (73) | 216 | (12) | 349 | |||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | (17,044) | $ | (13,659) | $ | (30,620) | $ | (24,967) | |||||||||||||||
We present adjusted EBITDA, which is net loss excluding adjustments that are outlined in the quantitative reconciliation provided above, as a supplemental measure of our performance and because we believe this measure is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. The items excluded from adjusted EBITDA are excluded in order to better reflect our continuing operations.
Adjusted EBITDA is presented on a consolidated basis. Because our reconciliation starts with net loss attributable to Energy Vault Holdings, Inc., we add back net loss attributable to non-controlling interests to arrive at consolidated Adjusted EBITDA. Non-controlling interest allocations may be significantly impacted by the hypothetical liquidation at book value method to allocate Asset Vault’s income (loss) between the Company and the redeemable non-controlling interest.
In evaluating adjusted EBITDA, one should be aware that in the future we may incur expenses similar to the adjustments noted above. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these types of adjustments. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net loss, operating loss, or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.
Our adjusted EBITDA measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•it does not reflect our cash expenditures, future requirements for capital expenditures, or contractual commitments;
•it does not reflect changes in, or cash requirements for, our working capital needs;
•it does not reflect stock-based compensation, which is an ongoing expense;
•although depreciation, amortization, and accretion are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our adjusted EBITDA measure does not reflect any cash requirements for such replacements;
•it is not adjusted for all non-cash income or expense items that are reflected in our consolidated statements of cash flows;
•it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;
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•it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and
•other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to use to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using adjusted EBITDA only supplementally.
Critical Accounting Estimates
The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
There have not been any changes to our critical accounting policies and estimates as compared to those disclosed under the caption Critical Accounting Estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026.
Emerging Growth Company Accounting Election
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have irrevocably elected to take advantage of the benefits of this extended transition period for new or revised financial accounting standards. We are expected to remain an emerging growth company through the end of 2026 and expect to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
Recently Adopted and Issued Accounting Pronouncements
Recently issued and adopted/unadopted accounting pronouncements are described in Note 2 of the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates.
Foreign Currency Risk
The majority of our contracts with customers are denominated in U.S. dollars, the Australian dollar, the Swiss franc, and the Euro, and certain of our definitive agreements could be denominated in other currencies. A strengthening of the U.S. dollar could increase the cost of our solutions to our international customers, which could adversely affect our business and results of operations.
In addition, a portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, such as the Euro, the Swiss franc, and the Australian dollar, and are subject to fluctuations due to changes in foreign currency exchange rates. If we increase our exposure to foreign currencies and are not able to successfully hedge against the risks associated with currency fluctuations, our results of operations could be adversely affected.
Inflation Risk
Our operations could be adversely impacted by inflation, primarily from higher material, labor, and construction costs. While it is difficult to measure the impact of inflation for such estimates accurately, we believe that, if our costs are affected by significant inflationary pressures, we may not be able to fully offset higher costs through price increases or other corrective measures, which may adversely affect our business, financial condition, and results of operations.
Credit Risk
Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in a loss to us. Our customers include the counterparties for the sale of our energy storage products and solutions and the licensees of our IP. A loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment could harm our business and negatively impact revenue, results of operations, and cash flows. Credit policies have been approved and implemented to assess our existing and potential customers with the objective of mitigating credit losses.
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These policies establish guidelines, controls, and credit limits to manage credit risk within approved tolerances by mandating an appropriate evaluation of the financial condition of existing and potential customers, monitoring agency credit ratings, and by implementing credit practices that limit exposure according to the risk profiles of the counterparties. In addition, customers are required to make milestone payments based on their project’s progress. We may also, at times, require letters of credit, parent guarantees, or cash collateral when deemed necessary.
Our overall exposure may be affected positively or negatively by macroeconomic or regulatory changes that may impact our counterparties. We continuously monitor the creditworthiness of all our customers.
Commodity Price Risk
We are subject to risk from fluctuating market prices of certain commodity raw materials, including cement, steel, aluminum, and lithium, that are used in the components that we purchase from our suppliers and then as inputs to our products. Prices of these raw materials may be affected by supply restrictions, logistics costs, and other market factors from time to time. We do not enter into hedging arrangements to mitigate commodity risk. Significant price changes for these raw materials could reduce our operating margins if suppliers increase component prices and we are unable to recover such increases from our customers and could harm our business, financial condition, and results of operations.
Item 4. Controls and Procedures
Limitations on the Effectiveness of Controls
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation of our disclosure controls and procedures as of June 30, 2026, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II-Other Information
Item 1. Legal Proceedings
Energy Vault has been and continues to be involved in legal proceedings that arise in the ordinary course of business, the outcome of which, if determined adversely to Energy Vault, would not individually or in the aggregate have a material adverse effect on Energy Vault’s business, financial condition, and results of operations. From time to time, Energy Vault may become involved in additional legal proceedings arising in the ordinary course of its business.
Item 1A. Risk Factors
There have not been any material changes to our risk factors as previously disclosed in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026 and Part II, Item 1A. “Risk Factors” of our Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 19, 2026. You should carefully consider the risks set forth in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026 and Part II, Item 1A. “Risk Factors” of our Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 19, 2026, and all other information included in this Quarterly Report before making an investment decision. Our business, financial condition, and results of operations could be materially and adversely affected by any of these risks or uncertainties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Other than as previously described in Current Reports on Form 8-K, there were no unregistered sales of equity securities during the period covered by this report.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
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Item 6. Exhibits
| Exhibit Number | Incorporated by Reference | |||||||||||||||||||||||||||||||
| Description of Document | Schedule/Form | File Number | Exhibit Number | Filing Date | ||||||||||||||||||||||||||||
| 3.1 | Amended and Restated Bylaws of Energy Vault Holdings, Inc. | 8-K | 001-39982 | 3.1 | February 14, 2022 | |||||||||||||||||||||||||||
| 3.2 | Amended and Restated Certificate of Incorporation of Energy Vault Holdings, Inc. | 8-K | 001-39982 | 3.2 | February 14, 2022 | |||||||||||||||||||||||||||
4.1**† | Form of Amended and Restated AR Convertible Debenture, dated June 29, 2026, by and between Energy Vault Holdings, Inc. and YA II PN, LTD. | 8-K | 001-39982 | 4.1 | July 1, 2026 | |||||||||||||||||||||||||||
10.1† | First Amendment to Securities Purchase Agreement, dated June 29, 2026, by and between Energy Vault Holdings, Inc. and YA II PN, LTD. | 8-K | 001-39982 | 10.1 | July 1, 2026 | |||||||||||||||||||||||||||
10.2†# | Consent, Waiver and Amendment No. 2 to Note Purchase Agreement, dated June 26, 2026, by and among Calistoga Resiliency Center, LLC, Wilmington Trust, National Association, as collateral agent, and the holders party thereto | 8-K | 001-39982 | 10.2 | July 1, 2026 | |||||||||||||||||||||||||||
10.3†# | Consent and Waiver to Credit Agreement, dated June 29, 2026, by and among Cross Trails Energy Storage Project, LLC, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party | 8-K | 001-39982 | 10.3 | July 1, 2026 | |||||||||||||||||||||||||||
10.4†#** | Amendment No. 1 to Note Purchase Agreement, dated August 4, 2025, by and between by and among Calistoga Resiliency Center, LLC, Wilmington Trust, National Association, as collateral agent, and the holders party thereto | |||||||||||||||||||||||||||||||
10.5† | Sales Agreement, dated November 12, 2024, between Jefferies LLC and Energy Vault Holdings, Inc. | 10-Q | 001-39982 | 1.1 | November 12, 2024 | |||||||||||||||||||||||||||
| 10.6#** | Offer Letter, dated as of July 14, 2026, by and between Nitin Dahiya and Energy Vault Holdings, Inc. | |||||||||||||||||||||||||||||||
| 10.7#** | 2026 Form of Stock Option Grant Notice and Stock Option Agreement under the 2022 Equity Incentive Plan | |||||||||||||||||||||||||||||||
| 31.1** | Certification of Principal Executive Officer required under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended | |||||||||||||||||||||||||||||||
| 31.2** | Certification of Chief Financial Officer required under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended | |||||||||||||||||||||||||||||||
32.1**^ | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||||||||||||||||||||||||
32.2**^ | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||||||||||||||||||||||||
| 101.INS** | XBRL Instance Document | |||||||||||||||||||||||||||||||
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||
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| Exhibit Number | Incorporated by Reference | |||||||||||||||||||||||||||||||
| Description of Document | Schedule/Form | File Number | Exhibit Number | Filing Date | ||||||||||||||||||||||||||||
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||
| 101.LAB** | XBRL Taxonomy Extension Labels Linkbase Document | |||||||||||||||||||||||||||||||
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||
| 104** | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
_____________________
** Filed herewith
^ The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filings of Energy Vault Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
† Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
# Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted because the Company customarily and actually treats such omitted information as private or confidential and because such omitted information is not material.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Energy Vault Holdings, Inc. | ||||||||
Date: August 11, 2026 | By: | /s/ Robert Piconi | ||||||
| Name: Robert Piconi | ||||||||
| Title: Chairman of the Board and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: August 11, 2026 | By: | /s/ Nitin Dahiya | ||||||
| Name: Nitin Dahiya | ||||||||
| Title: Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
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