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Energy Vault (NRGV) Form 4: RSU Tax-Withholding Reduces Insider Holding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Energy Vault Holdings insider Robert Piconi reported a small disposition of common stock tied to RSU tax withholding and retains substantial ownership. The filing shows a Code F disposition of 10,400 shares on 09/22/2025 at a price of $2.02 per share representing shares withheld to satisfy tax liabilities on vested restricted stock units. After the withholding, the reporting person beneficially owns 20,199,884 shares directly and is advisor to two trusts that each hold 4,307,946 shares, reported as indirect holdings. The Form 4 was signed by the issuer's Chief Legal Officer on 09/24/2025.

Positive

  • Large retained direct ownership of 20,199,884 shares after the transaction
  • Additional indirect holdings of 4,307,946 shares held in each of two trusts advised by the reporting person, indicating substantial overall economic interest
  • Transaction was a tax-withholding on vested RSUs (Code F), which is administrative rather than a discretionary sale

Negative

  • 10,400 shares disposed via withholding on 09/22/2025 at $2.02 per share, reducing the reporting person's direct share count
  • Filing indicates insider is both CEO and a 10% owner, which concentrates control and may raise governance concentration concerns for some investors

Insights

TL;DR: A routine tax-withholding disposition that does not materially change insider stake.

The reported Code F transaction reflects shares withheld to cover tax on vested RSUs rather than an open-market sale, which is typically neutral for market signaling. The withholding of 10,400 shares at $2.02 is immaterial relative to the reporting person's direct holding of 20.2 million shares and the two trusts each holding 4.307.946 shares. From a shareholder dilution and insider-alignment perspective, the insider remains heavily invested, preserving alignment with shareholders.

TL;DR: Disclosure is standard and complete; transaction appears administrative.

The Form 4 discloses relationship statuses (Director, CEO, 10% owner) and clarifies that the disposal relates to tax-withholding on RSU vesting. The filing identifies indirect holdings via two trusts for which the reporting person is investment advisor. Documentation and signature by the Chief Legal Officer indicate procedural compliance. There are no red flags for opportunistic insider selling in this filing.

Insider Piconi Robert
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 10,400 $2.02 $21K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 20,199,884 shares (Direct); Common Stock — 4,307,946 shares (Indirect, See Footnote)
Footnotes (1)
  1. Represents shares withheld by the Issuer to satisfy the reporting person's tax liability on vesting of restricted stock units. Held by Piconi 2021 Delaware Trust for which the Reporting Person serves as investment advisor. Held by Piconi Family 2021 Delaware Trust for which the Reporting Person serves as investment advisor.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Piconi Robert
(Last) (First) (Middle)
4165 EAST THOUSAND OAKS BLVD, SUITE 100
(Street)
WESTLAKE VILLAGE CA 91362
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Energy Vault Holdings, Inc. [ NRGV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/22/2025 F 10,400(1) D $2.02 20,199,884 D
Common Stock 4,307,946 I See Footnote(2)
Common Stock 4,307,946 I See Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares withheld by the Issuer to satisfy the reporting person's tax liability on vesting of restricted stock units.
2. Held by Piconi 2021 Delaware Trust for which the Reporting Person serves as investment advisor.
3. Held by Piconi Family 2021 Delaware Trust for which the Reporting Person serves as investment advisor.
Remarks:
/s/ Brad Eastman, Chief Legal Officer 09/24/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Robert Piconi report on Form 4 for NRGV?

The Form 4 reports a Code F disposition of 10,400 common shares on 09/22/2025 at $2.02 per share, representing shares withheld to satisfy tax liability on vested RSUs.

How many NRGV shares does the reporting person own after the transaction?

After the reported withholding, the reporting person directly beneficially owns 20,199,884 shares.

Are there any indirect holdings disclosed for the reporting person?

Yes. The filing discloses two indirect holdings of 4,307,946 shares each held by two Delaware trusts for which the reporting person serves as investment advisor.

Was this an open-market sale or another type of disposition?

This was not an open-market sale; it was a tax-withholding disposition tied to RSU vesting, reported under Code F.

Who signed the Form 4 filing and when?

The Form 4 includes a signature block signed by Brad Eastman, Chief Legal Officer dated 09/24/2025.