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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 11, 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 2.02 |
Results of Operations and Financial Condition. |
On February 11, 2026, the Company announced
certain preliminary financial results on a press release titled “Energy Vault Announces Unaudited Preliminary Estimates of Select
Financial Information for Fourth Quarter and Year End 2025.” A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in Item 2.02 of this Form 8-K
(including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated February 11, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
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. |
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 11, 2026 |
By: |
/s/ Michael Beer |
| |
|
Name: Michael Beer |
| |
|
Title: Chief Financial Officer |
Exhibit 99.1
Energy Vault Announces Unaudited Preliminary
Estimates of Select Financial Information for Fourth Quarter and Year End 2025
Q4 2025 Revenue expected to be between $150.0
million and $155.0 million, representing year-over-year (“YoY”) improvement of ~355%, and an increase of ~5x sequentially
from Q3 2025
Q4 2025 GAAP Gross Profit expected to be between
$28 million and $33 million, an increase of ~3x sequentially from Q3 2025, with a Q4 2025 Gross Margin expected to be between 18% and
22%, representing a YoY improvement of ~1,000bps and ~1,400bps,
Positive Q4 2025 Adjusted EBITDA expected to
be between $5.0 million and $10.0 million, versus a loss of $13.4M in Q4 2024; Q4 2025 Net loss expected to be between $22.1 million and
$9.5 million versus $61.8 million in Q4 2024
Cash on hand at year end finished at $103.4
million, a 3x+ increase YoY and up 67% sequentially from Q3 2025
Full Year 2025 Revenue range of $200 million
to $205 million representing YoY increase of ~335% and within original 2025 revenue guidance range
Energy Vault to report complete fourth quarter and full-year 2025
financial results on March 17, 2026
WESTLAKE VILLAGE, Calif., February 11,
2026 - Energy Vault Holdings, Inc. (NYSE: NRGV) (“Energy Vault” or the “Company”), a leader in sustainable, grid-scale
energy storage solutions, today announced preliminary estimates of select financial information as of and for the quarter and year ended
December 31, 2025, in conjunction with its announcement of a convertible securities offering.
Unaudited Preliminary Estimated Results for the Fourth Quarter
and Year Ended December 31, 2025
As of the date hereof, the Company has not finalized its financial
and operational results for the fourth quarter and year ended December 31, 2025. Although such financial and operational results have
not yet been finalized and are therefore subject to change, the information set forth below reflects the Company’s preliminary estimated
results for the period and may be subject to change upon final completion of its standard audit procedures and filing of its Annual Report
on Form 10-K:
Fourth Quarter 2025 Selected and Preliminary Results
| · | Revenue expected to be between $150.0 million and $155.0 million |
| · | GAAP Gross Margin expected to be between 18% and 22% |
| · | Adjusted EBITDA expected to be between $5.0 million and $10.0 million |
Full Year 2025 Selected and Preliminary Results
| · | Revenue expected to be between $200.0 million and $205.0 million |
| · | GAAP Gross Margin expected to be between 22% and 25% |
| · | Adjusted EBITDA expected to be between $(26.0) million and $(21.0) million |
| · | Cash on hand at year end finished at $103.4 million, a 3x+ increase YoY
and up 67% sequentially from Q3 2025 |
| | |
Three
Months Ended December 31, 2025 | | |
Year
Ended December 31, 2025 | |
| | |
LOW
RANGE | | |
HIGH
RANGE | | |
LOW
RANGE | | |
HIGH
RANGE | |
| ($
in 000’s) | |
ESTIMATE | | |
YOY
IMPROVEMENT | | |
ESTIMATE | | |
YOY
IMPROVEMENT | | |
ESTIMATE | | |
YOY
IMPROVEMENT | | |
ESTIMATE | | |
YOY
IMPROVEMENT | |
| Revenue | |
150,000 | | |
348 | % | |
155,000 | | |
363 | % | |
200,000 | | |
333 | % | |
205,000 | | |
344 | % |
| Gross
Profit | |
28,000 | | |
982 | % | |
33,000 | | |
1176 | % | |
45,000 | | |
627 | % | |
50,000 | | |
708 | % |
| Gross
Margin | |
18 | % | |
1,000 | bps | |
22 | % | |
1,400
| bps | |
22 | % | |
900
| bps | |
25 | % | |
1,200
| bps |
| Adjusted
EBITDA (1) | |
5,000 | | |
NA | | |
10,000 | | |
NA | | |
-25,995 | | |
55 | % | |
-20,995 | | |
64 | % |
Total
Cash At 12/31/2025
(includes restricted cash) | |
Total
Cash: 100,000 – 105,000; YoY Improvement: ~3X |
The Company will fully disclose and discuss further details on fourth
quarter and full-year 2025 results, along with its full year 2026 outlook on Tuesday, March 17, 2026.
Conference Call Information
The Company will release its earnings results
for the fourth quarter and full year ended December 31, 2025, on Tuesday, March 17, 2026 followed by a conference call at 4:30 PM ET.
Participants may access the call at 1-877-704-4453, international callers may use 1-201-389-0920, and request to join the Energy Vault
Holdings earnings call. A live webcast will also be available at https://investors.energyvault.com/events-and-presentations/events.
A telephonic replay of the call will be available shortly after the conclusion of the call and until Tuesday, March 31, 2026. Participants
may access the replay at 1-844-512-2921, international callers may use 1-412-317-6671 and enter access code 13758451. An archived replay
of the call will also be available on the investors portion of the Energy Vault website at https://investors.energyvault.com/.
About Energy Vault, Inc.
Energy Vault® develops, deploys and operates
utility-scale energy storage solutions designed to transform the world's approach to sustainable energy storage. The Company's comprehensive
offerings include proprietary battery, gravity and green hydrogen energy storage technologies supporting a variety of customer use cases
delivering safe and reliable energy system dispatching and optimization. Each storage solution is supported by the Company’s technology-agnostic
energy management system software and integration platform. Unique to the industry, Energy Vault’s innovative technology portfolio
delivers customized short, long and multi-day/ultra-long duration energy storage solutions to help utilities, independent power producers,
and large industrial energy users significantly reduce levelized energy costs while maintaining power reliability. Since 2024, Energy
Vault has executed an “Own & Operate” asset management strategy developed to generate predictable, recurring and high
margin tolling revenue streams, positioning the Company for continued growth in the rapidly evolving energy storage asset infrastructure
market.
Forward Looking Statements
This press release includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements we make regarding our anticipated use
of net proceeds from the Notes offering and the terms and size of the Notes offering. These forward-looking statements involve significant
risks and uncertainties that could cause our actual results to differ from those expressed or implied by the forward-looking statements.
These risks include, but are not limited to our ability to complete the Notes offering on favorable terms, if at all, and other important
factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024
filed with the SEC on March 31 2025, as such factors may be updated from time to time in its other filings with the SEC, accessible on
the SEC’s website at www.sec.gov. We undertake no obligation to publicly update or review any forward-looking statement, whether
as a result of new information, future developments or otherwise, except as may be required by any applicable laws. You should not place
undue reliance on our forward-looking statements.
Non-GAAP Financial Measures
In addition to the results presented in accordance with GAAP, this
press release includes a non-GAAP financial measure, 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.
In evaluating adjusted EBITDA, you 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. In addition, other companies in our industry may calculate this measure differently than we do,
limiting its usefulness as a comparative measure
The following table provides a reconciliation from net loss to non-GAAP
adjusted EBITDA, with net loss being the most directly comparable GAAP measure:
| | |
Year Ended December 31, | | |
Three Months Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(Preliminary Estimate) | | |
| | |
(Preliminary Estimate) | | |
| |
| (amounts in thousands, unaudited) | |
| Low | | |
| High | | |
| (Actual) | | |
| Low | | |
| High | | |
| (Actual) | |
| Net loss attributable to Energy Vault Holdings, Inc. (GAAP) | |
$ | (104,934 | ) | |
$ | (92,407 | ) | |
$ | (135,750 | ) | |
$ | (22,054 | ) | |
$ | (9,527 | ) | |
$ | (61,830 | ) |
| Non-GAAP adjustments: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| 8,462 | | |
| 8,462 | | |
| 123 | | |
| 3,070 | | |
| 3,070 | | |
| 34 | |
| Interest income | |
| (1,100 | ) | |
| (1,100 | ) | |
| (5,537 | ) | |
| (269 | ) | |
| (269 | ) | |
| (526 | ) |
| Provision for income taxes | |
| 8,206 | | |
| 7,806 | | |
| 67 | | |
| 215 | | |
| (185 | ) | |
| 67 | |
| Depreciation, amortization, and accretion | |
| 5,727 | | |
| 5,727 | | |
| 1,058 | | |
| 3,464 | | |
| 3,464 | | |
| 233 | |
| Stock-based compensation expense | |
| 36,713 | | |
| 36,713 | | |
| 38,709 | | |
| 8,302 | | |
| 8,302 | | |
| 9,273 | |
| Loss of financial instruments carried at fair value | |
| 4,983 | | |
| 4,483 | | |
| 1,025 | | |
| 4,983 | | |
| 4,483 | | |
| 205 | |
| Reorganization expenses | |
| 1,162 | | |
| 1,162 | | |
| 1,559 | | |
| — | | |
| — | | |
| (127 | ) |
| Impairment of equity securities | |
| 1,650 | | |
| 0 | | |
| 11,730 | | |
| 1,650 | | |
| — | | |
| 11,730 | |
| Provision for credit losses | |
| 8,991 | | |
| 7,491 | | |
| 29,980 | | |
| 5,239 | | |
| 3,739 | | |
| 27,766 | |
| Loss on debt extinguishment | |
| 1,532 | | |
| 1,532 | | |
| — | | |
| 120 | | |
| 120 | | |
| — | |
| Expenses related to equity purchase agreement | |
| 2,072 | | |
| 2,072 | | |
| — | | |
| — | | |
| — | | |
| — | |
| Foreign exchange losses | |
| 1,124 | | |
| 1,124 | | |
| 300 | | |
| 392 | | |
| 392 | | |
| (1 | ) |
| Gain on sale of R&D equipment | |
| (426 | ) | |
| (426 | ) | |
| — | | |
| — | | |
| — | | |
| — | |
| Loss (gain) on impairment and sale of long-lived assets | |
| — | | |
| — | | |
| 336 | | |
| — | | |
| — | | |
| (215 | ) |
| Net loss attributable to NCI | |
| (92 | ) | |
| (3,569 | ) | |
| — | | |
| (47 | ) | |
| (3,524 | ) | |
| — | |
| Gain on contribution to equity method investment | |
| (65 | ) | |
| (65 | ) | |
| — | | |
| (65 | ) | |
| (65 | ) | |
| — | |
| Gain on derecognition of contract liability | |
| — | | |
| — | | |
| (1,500 | ) | |
| — | | |
| — | | |
| — | |
| Adjusted EBITDA (non-GAAP) | |
$ | (25,995 | ) | |
$ | (20,995 | ) | |
$ | (57,900 | ) | |
$ | 5,000 | | |
$ | 10,000 | | |
$ | (13,391 | ) |
Energy Vault Contacts
Investors energyvaultIR@icrinc.com
Media media@energyvault.com
Source: Energy Vault Holdings, Inc.