Energy Vault (NRGV) CFO gains PSU shares as price hurdles met, net 1.35M held

Rhea-AI Filing Summary

Energy Vault Holdings Chief Financial Officer Michael Thomas Beer reported stock-based compensation activity tied to performance stock units. On January 30, 2026, he acquired 200,000 shares of common stock at $0 per share in connection with vesting of performance-based restricted stock units, and a separate 200,000-share tranche also vested the same day.

The vested shares relate to a 600,000-share performance RSU award granted on April 15, 2024, which vests in three 200,000-share tranches when stock price hurdles of $3.50, $4.50, and $5.50 are met. The company reached the $3.50 level on December 31, 2025 and $4.50 on January 7, 2026. To cover tax obligations from the January 30, 2026 vesting, 77,046 shares were withheld at $4.61 per share and 103,100 shares were withheld at $5.43 per share, leaving Beer with 1,354,683 shares of common stock beneficially owned directly.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Beer Michael Thomas

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		A(1)		200,000	A	$0	1,334,829	D
Common Stock	01/30/2026		F(2)		77,046	D	$4.61	1,257,783	D
Common Stock	01/30/2026		A(1)		200,000	A	$0	1,457,783	D
Common Stock	01/30/2026		F(2)		103,100	D	$5.43	1,354,683	D

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. On April 15, 2024, the Reporting Person was granted a performance-based restricted stock unit ("PSU") award under the Energy Vault Inc.'s 2022 Equity Incentive Plan covering 600,000 Performance RSUs that will vest immediately upon achievement of the following stock performance objectives: the Company's share price achieving a daily closing trading price at or above certain price levels for 20 trading days within any 30 trading day period during the period beginning on the first anniversary of the date of grant and ending on the fourth anniversary of the date of grant: $3.50, $4.50, and $5.50 per share. Upon the achievement of each price threshold as described in this paragraph, approximately 33% of the Performance RSUs (200,000 shares) shall vest, subject to the Reporting Person's continued service. The company achieved the price threshold of $3.50 on December 31, 2025 and the price threshold of $4.50 on January 7, 2026.

2. Represents shares withheld by the Issuer to satisfy the reporting person's tax liability on vesting of restricted stock units earned on January 30, 2026.

Remarks:

	/s/ Brad Eastman, Chief Legal Officer	01/30/2026
	** 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).
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FAQ

What insider activity did Energy Vault (NRGV) disclose for its CFO?

Energy Vault’s CFO Michael Thomas Beer reported vesting of performance-based restricted stock units and related tax withholding transactions. On January 30, 2026, two 200,000-share tranches vested, with a portion of the shares withheld to satisfy tax liabilities, leaving him with 1,354,683 shares.

How many Energy Vault (NRGV) shares vested for the CFO on January 30, 2026?

Two tranches of 200,000 Energy Vault common shares each vested for CFO Michael Thomas Beer, linked to performance stock unit awards. These 400,000 shares stem from a 600,000-share performance RSU grant tied to specific stock price hurdles achieved in late 2025 and early 2026.

What stock price targets were tied to the Energy Vault (NRGV) performance RSUs?

The 600,000 performance RSUs vest in three 200,000-share tranches at stock price targets of $3.50, $4.50, and $5.50. Each level requires the closing price to meet or exceed the threshold for 20 days within a 30-day trading period during the specified vesting window.

Which Energy Vault (NRGV) stock price hurdles have already been achieved?

Energy Vault reached the $3.50 stock price hurdle on December 31, 2025 and the $4.50 hurdle on January 7, 2026. These achievements triggered vesting of two 200,000-share tranches of performance RSUs for CFO Michael Thomas Beer under the 2022 Equity Incentive Plan.

Why were some Energy Vault (NRGV) shares withheld from the CFO’s award?

Shares were withheld to cover the CFO’s tax obligations arising from RSU vesting on January 30, 2026. Specifically, 77,046 shares were withheld at $4.61 per share and 103,100 shares at $5.43 per share, instead of the executive selling shares separately to pay taxes.

How many Energy Vault (NRGV) shares does the CFO hold after these transactions?

After the January 30, 2026 vesting and tax withholding transactions, CFO Michael Thomas Beer beneficially owns 1,354,683 shares of Energy Vault common stock directly. This figure reflects the net result of RSU share issuances and shares withheld to satisfy associated tax liabilities.