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

TL;DR

NRGV filed an 8-K on Oct 9, 2025, detailing material agreements and equity sales.

AI Summary

On October 9, 2025, Energy Vault Holdings, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial developments for Energy Vault Holdings, Inc., which could impact its stock performance and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Energy Vault Holdings, Inc. (company) — Registrant
• October 9, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 4165 East Thousand Oaks Blvd., Suite 100 (address) — Principal executive offices
• Westlake Village, California (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share NRGV New York Stock Exchange
• $35,000,000 — nge for an initial cash contribution of $35,000,000 (to occur no later than October 24, 202
• $300,000,000 — rtain conditions, up to an aggregate of $300,000,000. Further pursuant to the Contribution A
• $125,000,000 — ions in excess of $35,000,000 and up to $125,000,000 in the aggregate, the number of warrant
• $90,000,000 — of such capital contribution divided by $90,000,000. For capital contributions in excess of
• $175,000,000 — capital contribution amount divided by $175,000,000. The exercise price and the number of

Filing Documents

• nrgv-20251009.htm (8-K) — 46KB
• ex991_oicpurchaseagreement.htm (EX-99.1) — 21KB
• logo002.jpg (GRAPHIC) — 39KB
• 0001828536-25-000184.txt ( ) — 288KB
• nrgv-20251009.xsd (EX-101.SCH) — 3KB
• nrgv-20251009_def.xml (EX-101.DEF) — 16KB
• nrgv-20251009_lab.xml (EX-101.LAB) — 28KB
• nrgv-20251009_pre.xml (EX-101.PRE) — 16KB
• nrgv-20251009_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Contribution and Purchase Agreement On October 9, 2025, Energy Vault, Inc. ("Energy Vault"), a wholly-owned subsidiary of Energy Vault Holdings, Inc. (the "Company"), entered into a contribution and purchase agreement (the "Contribution Agreement") with OIC Structured Equity Fund I, L.P., OIC Structured Equity Fund I AUS, L.P., OIC Structured Equity Fund I GPFA, L.P., (collectively, "OIC") and Asset Vault, LLC ("Asset Vault"), a wholly-owned subsidiary of Energy Vault, to establish a joint venture among the Company and OIC dedicated to developing, building, owning and operating energy storage assets globally. Pursuant to the Contribution Agreement, Asset Vault issued to OIC 300,000,000 preferred units in Asset Vault (the "Series A Preferred Units") in exchange for an initial cash contribution of $35,000,000 (to occur no later than October 24, 2025) and a commitment to make further cash contributions upon the satisfaction of certain conditions, up to an aggregate of $300,000,000. Further pursuant to the Contribution Agreement, in exchange for 1,200,000,000 common units of Asset Vault, Energy Vault contributed to Asset Vault: 100% of the equity interests of Calistoga Resiliency Center Holdco, LLC; 100% of the equity interests of Cross Trails Energy Storage Project Holdco, LLC; 100% of the equity interests of Energy Vault Stoney Creek HoldCo Pty Ltd; Energy Vault Stoney Creek Holdings Unit Trust; and 100% of any right, title, and interest in a certain future battery energy storage system. Energy Vault, Asset Vault and OIC have made customary representations and warranties, and have agreed to customary covenants in the Contribution Agreement. The Contribution Agreement also provides for indemnification rights with respect to, among other things, breaches of representations, warranties or covenants by the parties. Furthermore, within 60 days of closing, the parties have agreed to discuss, in good faith, the entry

01 Other Events

Item 8.01 Other Events. On October 9, 2025, the Company issued a press release announcing the closing of the Asset Vault transaction. A copy of the press release is filed as Exhibit 99.1 hereto.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press release, dated October 9 , 2025 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL CAUTIONARY NOTES FORWARD-LOOKING STATEMENTS This filing includes forward-looking statements that reflect the Company's current views with respect to, among other things, the Company's operations and financial performance, including the future revenue and profitability projections, the availability of future draws under the OIC preferred stock commitment to Asset Vault, the timeline to deploy Asset Vault capital, the structure of Asset Vault, and the cost per kilowatt hour achievable by Energy Vault. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "project," "forecast," "estimates," "targets," "projections," "should," "could," "would," "may," "might," "will" and other similar expressions. We base these forward-looking statements or projections on our current expectations, plans, and assumptions, which we have made in light of our experience in our industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at the time. These forward-looking statements are based on our beliefs, assumptions, and expectations of future performance, taking into account the information currently available to us. These forward-looking statements are only predictions based upon our current expectations and projections about future events. These forward-looking statements involve significant risks and uncertainties that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level

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: October 14, 2025 By: /s/ Michael Beer Name: Michael Beer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR