Energy Vault (NYSE: NRGV) sells future receipts for $7.5M cash upfront

Rhea-AI Filing Summary

Energy Vault Holdings, Inc. entered into Agreements of Sale of Future Receipts with three buyers between August 29 and September 5, 2025, selling rights to future receivables ranging from $7.63 million up to $9.45 million for a purchase price of $7.50 million. After $0.75 million in fees, the company received cash proceeds of $6.75 million.

If the company fully repays the buyers within 30 days of each agreement date, the sold receivables total $7.63 million, rising to $7.8 million if repaid after 30 days but within 60 days. If not fully repaid within 60 days, the company will pay $0.26 million per week, based on 32.94% of future receivables, until $9.45 million has been paid. The arrangements are described as containing customary covenants and are reported as both a material definitive agreement and a direct financial obligation.

Insights

Corporate credit analyst

Energy Vault trades future receivables for immediate cash with escalating payback terms.

Energy Vault has entered into financing arrangements that monetize its future receivables for immediate liquidity. The company receives $6.75 million in cash after $0.75 million in fees on a $7.50 million purchase price, while the buyers obtain rights to future receivables ranging from $7.63 million up to $9.45 million, depending on how quickly the obligations are repaid.

The repayment structure strongly incentivizes early payoff. Full repayment within 30 days of each agreement date limits the receivables sold to $7.63 million, rising modestly to $7.8 million if completed within 60 days. Beyond 60 days, the company must remit weekly payments of $0.26 million, calculated from 32.94% of future receivables, until an aggregate of $9.45 million has been paid. This creates a significant cost of capital if repayment is extended.

The filing characterizes these as material definitive agreements and a direct financial obligation, signaling that management views the structure as important to the company’s capital position. Actual impact will depend on the company’s ability to generate sufficient receivables and manage cash flows to favor the lower repayment tiers rather than the maximum $9.45 million outcome.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001828536FALSE00018285362025-08-292025-08-29

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): August 29, 2025

Energy Vault Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39982

85-3230987

(State or other jurisdiction of incorporation)

(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)

Registrant’s telephone number, including area code: (805) 852-0000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

NRGV

New York Stock Exchange

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  ☒

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.

Between August 29, 2025 and September 5, 2025, Energy Vault Holdings, Inc. (the “Company”), together with Energy Vault, Inc., its wholly-owned subsidiary (collectively with the Company, the “Sellers”), entered into Agreements of Sale of Future Receipts (collectively, the “Financing Arrangements”) with Cedar Advance LLC, Reliance Financial FL LLC, and UFS West LLC (collectively, the “Buyers”). Under the Financing Arrangements, the Sellers sold to the Buyers future receivables in an aggregate amount ranging from $7.63 million up to $9.45 million at the Company’s discretion for a purchase price of $7.50 million. $0.75 million in fees were deducted from the purchase price and the Company received cash proceeds of $6.75 million.

Pursuant to the terms of the Financing Arrangements, if the Company fully repays the Buyers within 30 days of each respective agreement date, the future receivables sold will be equal to an aggregate amount of $7.63 million. If the Company fully repays the Buyers after 30 days but within 60 days of each respective agreement date, the future receivables sold will be equal to an aggregate amount of $7.8 million. If the Company does not fully repay the Buyers within 60 days of each respective agreement date, the Company will pay the Buyers $0.26 million in the aggregate each week based upon an anticipated 32.94% of its future receivables until such time that $9.45 million has been paid.

The Financing Arrangements also contain customary affirmative and negative covenants, representations and warranties, and default and termination provisions.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report about the Financing Arrangements is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.						Description
104						Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: September 5, 2025			By:			/s/ Michael Beer
						Name: Michael Beer
						Chief Financial Officer

FAQ

What financing agreement did Energy Vault Holdings (NRGV) enter into?

Energy Vault Holdings, Inc. and its subsidiary entered into Agreements of Sale of Future Receipts with Cedar Advance LLC, Reliance Financial FL LLC, and UFS West LLC, selling rights to future receivables for an upfront purchase price of $7.50 million.

How much cash did Energy Vault Holdings (NRGV) receive from the future receivables sale?

After deducting $0.75 million in fees from the $7.50 million purchase price, Energy Vault Holdings received cash proceeds of $6.75 million.

What are the repayment tiers in Energy Vault Holdings' future receivables financing?

If fully repaid within 30 days of each agreement date, the future receivables sold total $7.63 million; if repaid after 30 days but within 60 days, they total $7.8 million; after 60 days, weekly payments of $0.26 million continue until $9.45 million has been paid.

How does the weekly repayment obligation work for Energy Vault Holdings (NRGV)?

If the obligations are not fully repaid within 60 days of each agreement date, Energy Vault must pay the buyers $0.26 million per week, based on 32.94% of its future receivables, until a total of $9.45 million has been paid.

How are these financing arrangements classified for Energy Vault Holdings (NRGV)?

The arrangements are reported as a material definitive agreement and also as the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Do Energy Vault’s financing agreements include covenants or default terms?

Yes, the financing arrangements include customary affirmative and negative covenants, representations and warranties, and default and termination provisions.