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Energy Vault Holdings, Inc. 8-K Filings

NRGV NYSE

Every 8-K that Energy Vault Holdings, Inc. (NRGV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow NRGV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NRGV filings page.

Rhea-AI Summary

Energy Vault Holdings, Inc. (NRGV), through its indirect subsidiary Development Vault, LLC, entered into an amended and restated Financing Agreement providing a senior secured delayed draw term loan facility with aggregate commitments of up to $25,000,000. As of the amended and restated effective date, $18 million is outstanding under this facility, which matures on April 16, 2030. Loans bear interest at 10.0% per annum payable in cash plus a 7.0% per annum deferred rate payable in kind. Proceeds may be used to fund portions of the consideration for approved battery energy storage project acquisitions, sponsor equity contributions, transaction costs, and various project-related expenses. The Borrower’s obligations are guaranteed by its subsidiaries and secured by a first priority security interest in substantially all assets of the Borrower and each subsidiary guarantor, including equity interests in the Borrower. The agreement includes customary covenants, mandatory prepayment triggers on specified proceeds events, and standard representations, indemnities, reporting, insurance, and compliance requirements.

Rhea-AI Summary

Energy Vault Holdings, Inc. (NRGV) disclosed that its subsidiaries EV Gen Set 1, LLC as borrower and EV Gen Set I HoldCo, LLC as guarantor entered into a Credit Agreement providing a senior secured term loan facility of approximately $137.5 million. The facility will fund purchases of power generation equipment and related installation and commissioning services under an Equipment Supply Agreement, with borrowings drawn in installments as payments come due.

Loans bear interest at 6.75% per annum for SOFR Loans through December 31, 2026, increasing to 7.50% thereafter, and 5.75% for ABR Loans through December 31, 2026, increasing to 6.50% thereafter. The facility matures on January 2, 2028. Obligations are guaranteed by Holdings and secured by a first priority security interest in substantially all assets of the borrower and Holdings, including contract rights under the Equipment Supply Agreement and the borrower’s membership interests. The agreement requires a debt service reserve account covering three months of debt service, includes customary covenants limiting additional debt, liens, asset sales, investments, affiliate transactions and distributions, and provides for mandatory prepayments from specified proceeds such as insurance, asset sales, non-permitted indebtedness, certain equity issuances, and an Advance Payment Bond.

Rhea-AI Summary

Energy Vault Holdings, Inc. reported strong second-quarter 2026 growth while remaining unprofitable. Revenue for the quarter was $17.4 million, up 104% year-over-year, with GAAP gross profit of $5.4 million and gross margin of 31.0%, up about 140 basis points. Adjusted gross margin reached 38.6%. The company recorded a GAAP net loss of $29.7 million (basic EPS $(0.17)) and adjusted EBITDA loss of $17.0 million.

Backlog expanded to roughly $2 billion, up about 107% year-over-year, including an executed contract for 1.25 GW of AI-related infrastructure expected to generate $500–600 million of revenue through 2027. Total cash and restricted cash rose to $148 million as of June 30, 2026, a 155% year-over-year increase, while long-term debt increased to $165.0 million. Global capacity under operation, construction and control reached about 1.1 GW, which the company expects to support approximately $180 million in annual run-rate EBITDA over the next 18–36 months.

Reflecting higher visibility from its backlog, Energy Vault raised full-year 2026 revenue guidance to $270–310 million and tightened GAAP gross margin guidance to 20–25%, and is targeting $160–200 million in total cash at year-end 2026.

Rhea-AI Summary

Energy Vault Holdings, Inc. appointed Nitin Dahiya as Chief Financial Officer, effective July 27, 2026, while Michael Beer resigned as CFO to pursue other opportunities and will assist with the transition; his departure is stated not to involve disagreements over operations or financial reporting.

Dahiya, a veteran capital-markets investor most recently at BlackRock, will receive a $435,000 annual base salary, 400,000 restricted stock units, 400,000 performance restricted stock units vesting in tranches on share-price targets, an annual performance bonus opportunity equal to 75% of actual regular earnings, and a $100,000 signing bonus. If terminated without Cause or for Good Reason, he is eligible for cash severance and COBRA reimbursement, with enhanced cash, full equity vesting, and extended healthcare if this occurs within 18 months after a Change of Control. A press release notes previously disclosed material increases in Q2 2026 contract backlog and a positive impact on the 2026 financial outlook, to be discussed on the Q2 earnings call scheduled for August 11.

Rhea-AI Summary

Energy Vault Holdings expanded its senior secured convertible debenture financing and obtained key covenant relief on project debt. The company amended its agreement with YA II PN, Ltd. to increase the aggregate principal amount under the facility to $150.0 million, with the Tranche 1 debenture amended to an aggregate principal amount of $80.0 million. The debenture bears interest at 7.50% per annum, now matures on July 1, 2027, and is convertible at 97% of the lowest four-day VWAP, subject to a $1.19 floor and an Exchange Cap of 33,251,333 shares. An additional tranche funded on June 29, 2026 is expected to provide about $34.6 million of net proceeds. Subsidiaries also secured amendments and waivers on the CRC Senior Notes and Cross Trails Credit Agreement, including a $5.0 million voluntary prepayment without make-whole, deferred covenant testing, reduced minimum debt service coverage ratios, and waivers of past DSCR defaults. The company reports that its sales backlog has increased materially from $1.3 billion as of March 31, 2026, while cautioning that backlog may not convert to revenue as expected.

Rhea-AI Summary

Energy Vault Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 29, 2026. Stockholders voted on the election of three Class II directors and on ratifying the company’s independent auditor.

All three Class II director nominees were elected. Stephanie Unwin received 96,797,315 votes for and 791,040 votes withheld, Theresa Fariello received 86,706,051 votes for and 10,882,304 votes withheld, and Thomas Ertel received 87,228,442 votes for and 10,359,913 votes withheld. Each director election also had 30,415,781 broker non-votes.

Stockholders also approved the appointment of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 127,775,985 votes for, 168,810 votes against, and 59,341 votes abstaining.

Rhea-AI Summary

Energy Vault Holdings, Inc. furnished an update for investors by posting a new investor presentation on its website on May 7, 2026. The presentation provides supplemental financial and operational information about the company and is available at https://www.energyvault.com/.

The disclosure is made under Regulation FD as an Item 7.01 current report and is expressly treated as "furnished" rather than "filed," which means it is not subject to certain liability provisions and is not automatically incorporated into other securities law filings.

Rhea-AI Summary

Energy Vault Holdings reported strong top-line growth but continued losses for Q1 2026. Revenue rose to $21.9 million, up 156% from $8.5 million a year earlier, driven by higher energy storage deliveries and initial contributions from owned assets.

Backlog reached $1.35 billion, up 108% year over year, with more than 80% tied to recurring IPP revenue, and total megawatts under management climbed to about 1.1 GW. GAAP gross profit was $4.8 million with a 21.9% margin, while adjusted gross profit was $6.1 million and margin 27.9%.

The company posted a GAAP net loss of $32.5 million and adjusted net loss of $20.0 million, with adjusted EBITDA loss of $13.6 million as it invested in its "Own & Operate" and AI power infrastructure strategy. Cash, cash equivalents and restricted cash totaled $117.1 million, supported by a $150 million senior convertible notes issuance and investment tax credit proceeds, and full-year 2026 guidance was reaffirmed, targeting revenue of $225–$300 million and 15%–25% gross margin.

Rhea-AI Summary

Energy Vault Holdings reported a breakout 2025 with revenue of $203.7 million, up over 340% year-over-year and within its original guidance range. Q4 2025 revenue jumped to $153.3 million, while contract revenue backlog reached $1.3 billion as of December 31, 2025.

GAAP gross profit rose to $48.0 million for 2025, lifting gross margin to 23.6% from 13.4%. The company still posted a 2025 GAAP net loss of $103.6 million, but Q4 adjusted EBITDA turned positive at $9.8 million and Q4 adjusted net income reached $3.7 million.

Cash and restricted cash climbed to $103.4 million at year-end, helped by a $150 million senior convertible notes offering and a $300 million preferred equity fund supporting its Asset Vault platform. Contracted, operating and in-construction capacity grew from 65 MW to 540 MW, and 2026 guidance calls for $225–300 million in revenue, gross margin of 15–25% and year-end cash of $150–200 million.

Rhea-AI Summary

Energy Vault Holdings expanded its recent convertible financing as initial purchasers exercised their option to buy an additional $10.0 million of 5.250% Convertible Senior Notes due 2031, bringing total notes issued to $150.0 million. These notes were sold in a private transaction exempt from Securities Act registration, and neither the notes nor the underlying common stock are registered for resale.

To hedge potential dilution from the extra notes, the company entered into additional capped call transactions covering the shares initially underlying the option notes. The capped calls are designed to reduce dilution or offset cash paid above principal on conversion, with a cap price initially set at $8.12 per share, a 100% premium to the $4.06 share price on February 11, 2026. The company also used part of the initial notes’ net proceeds to redeem $45.0 million of senior unsecured convertible debentures held by YA II PN, Ltd., simplifying its debt structure.

Rhea-AI Summary

Energy Vault Holdings, Inc. completed a private offering of $140.0 million aggregate principal amount of 5.250% Convertible Senior Notes due 2031, which are unsecured and mature on March 1, 2031 unless earlier converted, redeemed, or repurchased.

The Notes pay 5.250% interest semiannually and are initially convertible at 193.1807 shares of common stock per $1,000 principal, implying an initial conversion price of about $5.1765 per share, a 27.5% premium to the $4.06 share price on February 11, 2026. The company can settle conversions in cash, stock, or both and may redeem the Notes for cash on or after March 5, 2029 if stock-price and liquidity conditions are met.

In connection with the pricing, the company entered into capped call transactions that cover the shares initially underlying the Notes, designed to reduce potential dilution or offset cash payments above principal, with an initial cap price of $8.12 per share, a 100% premium to the February 11, 2026 share price.

Rhea-AI Summary

Energy Vault Holdings is raising capital through a private offering of $140.0 million aggregate principal amount of 5.250% convertible senior notes due 2031, sold to qualified institutional buyers. The offering was increased from a previously planned $125.0 million, and initial purchasers have an option for an additional $20.0 million of notes.

The notes mature on March 1, 2031, pay 5.250% interest semiannually, and are initially convertible at 193.1807 shares per $1,000 of notes, equal to a conversion price of about $5.18 per share, a 27.5% premium to the $4.06 stock price on February 11, 2026. Energy Vault expects net proceeds of about $135.5 million, or $154.8 million if the option is fully exercised.

The company plans to use the proceeds to pay for capped call transactions, redeem $35.0 million to $45.0 million of existing senior unsecured convertible debentures issued to YA II PN, Ltd., and for general corporate purposes, including potential additional debt repayment and funding growth initiatives. Capped call transactions, initially capped at $8.12 per share, are intended to reduce potential dilution or higher cash payments if the stock trades above the conversion price, though dilution can still occur above the cap.

Rhea-AI Summary

Energy Vault Holdings released unaudited preliminary results showing a sharp acceleration in growth for the fourth quarter and full year 2025. Q4 2025 revenue is expected between $150.0 million and $155.0 million, about 3.5 times higher than a year earlier and roughly five times Q3 2025, driven by expanding grid-scale energy storage activity.

Q4 GAAP gross profit is expected between $28 million and $33 million, with gross margin between 18% and 22%, implying margin expansion of roughly 1,000–1,400 basis points year over year. Adjusted EBITDA for Q4 is projected to turn positive, between $5.0 million and $10.0 million, compared with a loss of $13.4 million in Q4 2024, while net loss is expected to narrow to between $22.1 million and $9.5 million from $61.8 million a year earlier.

For full year 2025, revenue is expected between $200 million and $205 million, representing about 3.3 times year-over-year growth and falling within the company’s original 2025 guidance range. Full-year GAAP gross margin is projected between 22% and 25%, and adjusted EBITDA between $(26.0) million and $(21.0) million, indicating the business remains loss-making on an adjusted basis but has improved significantly versus 2024. Cash on hand at December 31, 2025 was $103.4 million, more than triple the prior year and up 67% from Q3 2025, strengthening liquidity as the company pursues its energy storage growth strategy. These figures are preliminary and may change when audited results are reported on March 17, 2026.

Rhea-AI Summary

Energy Vault Holdings, Inc. plans to issue $125.0 million of convertible senior notes due 2031 in a private offering to qualified institutional buyers, with an option for initial purchasers to buy up to an additional $25.0 million of notes.

The notes will be senior unsecured obligations, pay interest semiannually, and mature on March 1, 2031, unless earlier converted, redeemed or repurchased. Energy Vault expects to use the net proceeds to fund capped call transactions, redeem $35.0 million to $45.0 million of existing YA II PN, Ltd. convertible debentures, and for general corporate purposes, including potential debt repayment and growth initiatives.

Rhea-AI Summary

Energy Vault Holdings, Inc. updated its financing arrangements and shared strong preliminary 2025 results. The company amended and restated all three tranches of its senior unsecured convertible debentures with YA II PN, Ltd., adding covenant flexibility, extra call protection on Tranche 1 and a requirement to redeem all outstanding debentures upon completion of certain debt financings unless holders waive repayment.

For 2025, Energy Vault expects revenue of $200.0–$205.0 million, up from $46.2 million in 2024, with GAAP gross margin improving to 22–25% from 13.4%. The company projects a narrower net loss of $92.4–$104.9 million versus $135.8 million in 2024 and adjusted EBITDA of $(26.0)–$(21.0) million compared with $(57.9) million. For the fourth quarter of 2025, it estimates revenue of $150.0–$155.0 million, GAAP gross margin of 18–22%, net loss of $9.5–$22.1 million and positive adjusted EBITDA of $5.0–$10.0 million, all preliminary and unaudited.

The company also highlighted project milestones, including starting construction of the 150 MW / 300 MWh SOSA Energy Center in Texas, a 14-year long-term energy service agreement award for the 100 MW / 870 MWh Ebor project in New South Wales, a 1.5 GWh sodium-ion battery supply agreement with Peak Energy, and a framework with Crusoe for modular data centers. As of February 5, 2026, Energy Vault reported cash and cash equivalents of $46.9 million, restricted cash of $47.7 million and total long-term debt of $92.9 million.

Rhea-AI Summary

Energy Vault Holdings, Inc. entered a strategic framework agreement with Crusoe to deploy Crusoe Spark modular AI factory data center units at Energy Vault’s technology center in Snyder, Texas. The multi-year program is scalable up to 25 megawatts of AI compute load beginning in 2026.

Energy Vault will supply modular “powered shell” energy infrastructure while Crusoe provides its proprietary Spark units to expand Crusoe Cloud capacity, including Managed Inference services. The company states that entering the AI infrastructure market is expected to deliver meaningfully higher EBITDA per megawatt, with revenue-per-MW described as up to 20× higher than traditional battery energy storage deployments.

Rhea-AI Summary

Energy Vault Holdings, Inc. reported that its cash and liquidity grew by approximately 65% during the fourth quarter of 2025 to over $100 million, which was above the high end of its guidance range. This indicates a significantly stronger short-term funding position than the company had previously forecast.

The company also announced the start of construction of the SOSA Energy Center, a 150 MW/300 MWh battery energy storage system in Madison County, Texas, and provided updates on its Asset Vault portfolio. Together, the liquidity improvement and new project highlight both stronger finances and continued development activity in its energy storage business.

Rhea-AI Summary

Energy Vault Holdings, Inc. entered into an amendment to its existing Securities Purchase Agreement with YA II PN, Ltd., adding a third closing for an additional $15.0 million of senior unsecured convertible debentures. These new debentures were issued at 98% of principal, bear 7% annual interest (rising to 18% during an uncured event of default), and mature on August 30, 2027. The initial conversion price is $7.41 per share, equal to 150% of the Bloomberg VWAP on December 29, 2025, with a formula-based adjustment for installment conversions and a floor price of $0.60 per share. Installment payments of principal and interest begin on January 26, 2026, with mechanics that can increase required installments and payment premiums upon defined Amortization Events. Conversions are limited by a 19.99% exchange cap and a 4.99% beneficial ownership cap. Net proceeds are intended for working capital and to support development, construction, and investment in energy storage projects. The debentures were sold in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D.

Rhea-AI Summary

Energy Vault Holdings, Inc. created a new direct financial obligation by issuing an additional $20.0 million of senior unsecured convertible debentures to YA II PN, Ltd. under an existing $50.0 million purchase agreement. These debentures were issued at 97% of principal, carry a 7% annual interest rate (rising to 18% during an uncured default), and mature on March 22, 2027.

The debentures have a fixed conversion price of $7.53 per share, equal to 150% of the Bloomberg VWAP on December 12, 2025, with installment conversions subject to a floor price equal to 20% of the VWAP on the trading day before closing. Monthly installments of principal and interest begin on January 26, 2026, with mechanics that can reduce payments when the stock trades sufficiently above the fixed price and that allow payment in cash, stock, or a combination. Conversions are limited by a 19.99% exchange cap and a 4.99% beneficial ownership cap. Net proceeds are expected to fund working capital and energy storage project development and construction.

Rhea-AI Summary

Energy Vault Holdings, Inc. furnished an earnings press release announcing its financial results for the quarter ended September 30, 2025. The company reported these results via a press release dated November 10, 2025, which is attached as Exhibit 99.1 to the current report.

The press release includes forward-looking statements about the company and highlights factors that could cause actual results to differ materially from those expectations. The information in this report and Exhibit 99.1 is being furnished, not filed, meaning it is not subject to certain liability provisions of the Exchange Act and is not automatically incorporated into other SEC filings unless specifically referenced.

Rhea-AI Summary

Energy Vault Holdings (NRGV) furnished an Analyst and Investor Day presentation via an 8-K under Item 7.01. The slide deck, provided as Exhibit 99.1, contains forward-looking statements and corresponding cautionary disclosures.

The furnished status means it is not deemed filed under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference unless specifically stated.

Rhea-AI Summary

Energy Vault Holdings (NRGV) reported it has completed the acquisition of a 150 MW/300 MWh battery energy storage project in Madison County, Texas. The update was disclosed under Item 8.01 in a Form 8-K on October 23, 2025, with a supporting press release furnished as Exhibit 99.1.

The filing emphasizes transaction completion and the project’s scale in megawatts and megawatt-hours, indicating a large-scale storage asset addition in Texas. Additional commercial terms and integration details are referenced to the accompanying press release.

Rhea-AI Summary

Energy Vault (NRGV) created a new joint venture, Asset Vault, with OIC to develop, build, own and operate energy storage assets. OIC agreed to purchase 300,000,000 Series A Preferred Units for an initial cash contribution of $35,000,000 (no later than October 24, 2025) and committed to make additional contributions up to $300,000,000 upon certain conditions. Energy Vault contributed project holding companies and future BESS rights in exchange for 1,200,000,000 common units.

The Series A Preferred Units are non‑voting and carry strong economic protections, including consent rights over seniority, redemptions and adverse amendments, and a mandatory redemption on a sale of Asset Vault at the greater of contributed capital plus accrued preferred distributions or a 1.65x MOIC or 12% IRR. The initial Asset Vault board will have up to four directors designated by Energy Vault, with Akshay Ladwa and Marco Terruzzin named. In connection with OIC’s initial contribution, NRGV issued 5,572,108 warrants with an exercise price set at 1.25 × the five‑day VWAP; warrants are cashless, subject to a three‑year holding period, and exercisable until October 9, 2030. Additional warrants may be issued based on future OIC contributions per disclosed formulas.

Rhea-AI Summary

Energy Vault Holdings, Inc. entered into a Securities Purchase Agreement with YA II PN, Ltd. for up to $50.0 million of senior unsecured convertible debentures issued in multiple tranches. An initial $30.0 million tranche funded at closing, with an additional $20.0 million available after a preferred equity closing and effective resale registration. The debentures were issued at 97% of principal, mature in 18 months, and carry a 7% annual interest rate, with higher interest during an uncured event of default.

The initial conversion price is $4.50 per share, equal to 150% of the prior-day VWAP, with monthly installment payments that may be satisfied in cash (with a payment premium), in stock at a variable conversion price subject to a floor, or a combination. Conversions are limited by a 19.99% exchange cap and a 4.99% beneficial ownership cap, which may increase to 9.99% with consent. Net proceeds are expected to support working capital and energy storage projects.

Separately, on August 18, 2025, the Company privately sold 4,500,000 warrants to purchase Common Stock with exercise prices ranging from $1.50 to $3.00 per share, exercisable on a cashless basis until August 18, 2027.

Rhea-AI 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.

Rhea-AI Summary

Energy Vault Holdings, Inc. announced it has regained compliance with the New York Stock Exchange’s continued listing standards. The NYSE notified the company on September 2, 2025 that it once again meets Section 802.01C of the NYSE Listed Company Manual, which requires a minimum average share price of $1.00 over a consecutive 30‑day trading period. The company had previously been notified on April 16, 2025 that it was not in compliance with this rule. A press release dated September 3, 2025 providing more detail on the return to compliance is attached as an exhibit.

Rhea-AI Summary

Energy Vault entered into an exclusive agreement for a $300 million preferred equity investment to launch "Asset Vault". The Form 8-K states the company signed an exclusive arrangement that provides $300 million of preferred equity capital specifically to support the launch of a new initiative called "Asset Vault." The report attaches the related press release as Exhibit 99.1, supplying the company disclosure for investors. The filing describes a material financing transaction that introduces preferred-equity funding aimed at the Asset Vault initiative; no additional financial terms or investor identity are disclosed in the 8-K.

Rhea-AI Summary

Energy Vault Holdings, Inc. (NRGV) filed an 8-K to report the closing of its acquisition of the 125 MW / 1,000 MWh Stoney Creek battery-energy-storage system (BESS) in Australia. Disclosed under Item 8.01, the event is deemed material and is supported by a press release (Ex. 99.1). No purchase price, financing details, or projected financial impact were included in the filing.

The transaction enlarges Energy Vault’s global storage portfolio and marks the company’s first utility-scale asset in Australia, a rapidly growing BESS market. Common stock continues to trade on the NYSE under ticker NRGV. No other material changes—such as earnings revisions, debt issuances, or leadership transitions—were reported.