Energy Vault Holdings, Inc. Files 8-K for Material Agreements

TL;DR

Energy Vault signed a big deal and took on debt, plus sold some stock. Details to come.

AI Summary

On September 22, 2025, Energy Vault Holdings, Inc. entered into a material definitive agreement and incurred a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the agreement, financial obligation, and equity sales are not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant new contractual commitments and potential financial obligations for Energy Vault, which could impact its future financial performance and operational strategy.

Risk Assessment

Risk Level: medium — The filing indicates new material agreements and financial obligations, which carry inherent risks that are not yet fully detailed.

Key Players & Entities

• Energy Vault Holdings, Inc. (company) — Registrant
• 0001828536-25-000181 (document_id) — Accession Number
• 20250926 (date) — Filing Date
• 20250922 (date) — Report Date

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share NRGV New York Stock Exchange
• $50.0 million — Company agreed to issue and sell up to $50.0 million in aggregate principal amount of senior
• $30.0 million — res") in multiple tranches. The initial $30.0 million tranche was funded at closing; within t
• $20.0 million — ent, the Company may draw an additional $20.0 million. Key Terms of the Funding Agreement:
• $4.50 — event of default) Conversion price of $4.50 per share for the initial tranche, equa
• $10 million — rincipal and accrued interest. For each $10 million of original principal, the installment
• $0.4 million — , the installment principal amounts are $0.4 million for the first Payment Date, $0.6 millio
• $0.6 million — 0.4 million for the first Payment Date, $0.6 million for the next 13 Payment Dates, $0.8 mil
• $0.8 million — million for the next 13 Payment Dates, $0.8 million for the next Payment Date, and $1.0 mil
• $1.0 million — million for the next Payment Date, and $1.0 million due at maturity. On any Payment Date w
• $1.50 — Stock at an exercise price ranging from $1.50 per share to $3.00 per share to Dorado
• $3.00 — e price ranging from $1.50 per share to $3.00 per share to Dorado Goose LLC, a Puerto

Filing Documents

• nrgv-20250922.htm (8-K) — 43KB
• ex991_yaiipnpressrelease.htm (EX-99.1) — 14KB
• logo002a.jpg (GRAPHIC) — 39KB
• 0001828536-25-000181.txt ( ) — 274KB
• nrgv-20250922.xsd (EX-101.SCH) — 3KB
• nrgv-20250922_def.xml (EX-101.DEF) — 16KB
• nrgv-20250922_lab.xml (EX-101.LAB) — 28KB
• nrgv-20250922_pre.xml (EX-101.PRE) — 16KB
• nrgv-20250922_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 22, 2025 , Energy Vault Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with YA II PN, Ltd. (the "Investor"), pursuant to which the Company agreed to issue and sell up to $50.0 million in aggregate principal amount of senior unsecured convertible debentures (the "Debentures") in multiple tranches. The initial $30.0 million tranche was funded at closing; within ten business days following the closing of a preferred equity investment and subject to the effectiveness of a resale registration statement, the Company may draw an additional $20.0 million. Key Terms of the Funding Agreement: Proceeds to be used for general corporate working capital and to support storage project development, construction, and related growth initiatives. Debentures were issued at 97% of principal 18-month maturity with 7% annual interest rate (18% during an uncured event of default) Conversion price of $4.50 per share for the initial tranche, equal to 150% of the Bloomberg volume-weighted average price ("VWAP") of the Common Stock on the trading day prior to the closing of each tranche (the "Fixed Price") Beginning on the 65th day after the applicable closing and monthly thereafter (each, a "Payment Date"), the Company must satisfy scheduled installments consisting of principal and accrued interest. For each $10 million of original principal, the installment principal amounts are $0.4 million for the first Payment Date, $0.6 million for the next 13 Payment Dates, $0.8 million for the next Payment Date, and $1.0 million due at maturity. On any Payment Date when the daily VWAP has exceeded the Fixed Price by at least 15% for each of the five prior trading days, no installment is due. For any installment, the Company may (i) pay cash plus a payment premium equal to 7% of the principal portion paid (the "Payment Premium"), (ii) elect to allow the Investor to convert t

01 Other Events

Item 8.01 Other Events. On September 25, 2025, the Company issued a press release announcing its entry into the Purchase Agreement and Registration Rights Agreement and the issuance of the Debentures to the Investor. A copy of the press release announcing the transaction is filed herewith as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press release, dated September 26, 2025 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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 25, 2025 By: /s/ Michael Beer Name: Michael Beer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR