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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 17, 2026
Energy
Vault Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-39982 |
85-3230987 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(IRS. Employer
Identification No.) |
| |
|
4165 East Thousand Oaks Blvd., Suite
100
Westlake Village, California 91362 |
| (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 |
| Common stock, par value $0.0001 per share | |
NRGV | |
New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture and Notes
On February 17, 2026, Energy Vault Holdings, Inc.
(the “Company”) completed its previously announced private offering (the “Offering”) of $140.0 million aggregate
principal amount of 5.250% Convertible Senior Notes due 2031 (the “Notes”).
The Notes were issued pursuant to an indenture,
dated February 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as
trustee. The Notes are general unsecured obligations of the Company and will mature on March 1, 2031, unless earlier converted, redeemed,
or repurchased. Interest on the Notes will accrue at a rate of 5.250% per year from February 17, 2026 and will be payable semiannually
in arrears on March 1 and September 1 of each year, beginning on September 1, 2026. The Notes are convertible at the option
of the holders at any time prior to the close of business on the business day immediately preceding September 1, 2030 only under
the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and
only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days
ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion
price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement
Period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the Notes for each
trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion
rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the
scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption
unless the Company makes an “all notes election” (as defined in the Indenture); or (4) upon the occurrence of specified
corporate events as set forth in the Indenture. On or after September 1, 2030 until the close of business on the second scheduled
trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes, at any time,
in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions. Upon conversion,
the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination
of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in
the Indenture.
The conversion rate for the Notes will initially
be 193.1807 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately
$5.1765 per share of Common Stock. The initial conversion price of the Notes represents a premium of approximately 27.5% above the last
reported sale price of the Common Stock on the New York Stock Exchange on February 11, 2026. The conversion rate for the Notes is
subject to adjustment in some events in accordance with the terms of the Indenture but will not be adjusted for any accrued and unpaid
interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers
a notice of redemption in respect of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes
for a holder who (x) elects to convert its Notes in connection with such a corporate event or (y) elects to convert its Notes
called (or deemed called) for redemption or, if the Company makes an “all notes election,” elects to convert its Notes irrespective
of whether such Notes are called (or deemed called) for redemption, in each case, in connection with such notice of redemption, as the
case may be.
The Company may not redeem the Notes prior to
March 5, 2029. The Company may redeem for cash all or any portion of the Notes (subject to certain limitations described in the Indenture),
at its option, on or after March 5, 2029, but
only if the “liquidity condition” (as defined in the Indenture) is satisfied and the last reported sale price of the Common
Stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive)
during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day
immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less
than all the outstanding Notes, at least $75.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption
as of, and after giving effect to, delivery of the relevant notice of redemption (unless the Company makes an “all notes election”
with respect to such partial redemption, in which case such partial redemption limitation shall not apply). No sinking fund is provided
for the Notes.
If the Company undergoes a “fundamental
change” (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders may
require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase 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 Indenture contains certain other customary
terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least
25% in principal amount of the outstanding Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the outstanding
Notes to be due and payable.
The description of the Indenture and the Notes
contained herein is qualified in its entirety by reference to the text of the Indenture (and the Form of Note included therein),
which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Capped Call Transactions
On February 11, 2026, in connection
with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain financial
institutions (the “Option Counterparties”), pursuant to capped call confirmations in substantially the form filed as
Exhibit 10.1 to this Current Report on Form 8-K. The capped call transactions cover, subject to customary
adjustments, the number of shares of Common Stock initially underlying the Notes. The capped call transactions are expected
generally to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or offset any cash payments the
Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or
offset subject to a cap based on a cap price initially equal to $8.12 per share (which represents a premium of 100% over the last
reported sale price of the Common Stock of $4.06 per share on The New York Stock Exchange on February 11, 2026), and is subject
to certain adjustments under the terms of the capped call transactions.
The Capped Call Transactions are separate transactions,
each between the Company and the applicable Option Counterparty, and are not part of the terms of the Notes and will not affect any holder’s
rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
The description of the capped call transactions
contained herein is qualified in its entirety by reference to the text of the form of confirmation for the capped call transactions, which
is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information under Item 1.01 above is incorporated herein by reference.
The shares of Common Stock issuable upon conversion of the Notes have
not been registered under the Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. We do not intend to file a registration statement
for the resale of the Notes or any shares of Common Stock issuable upon conversion of the Notes. We anticipate any such future issuances
will be made in accordance with Section 3(a)(9) under the Securities Act
| Item 3.02 | Unregistered Sales of Equity Securities |
The information under Item 1.01 above is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits.
Exhibit
No. |
|
Description |
| 4.1 |
|
Indenture, dated February 17, 2026, between Energy Vault Holdings, Inc. and U.S. Bank Trust Company as Trustee |
| 10.1 |
|
Form of Confirmation for Capped Call Transactions |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
ENERGY VAULT HOLDINGS, INC. |
| |
|
| Date: February 18, 2026 |
By: |
/s/ Michael Beer |
| |
|
Name: Michael Beer |
| |
|
Title: Chief Financial Officer |
