Business Context and Reporting Period
Company: Energy Vault Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2026
Event: Announcement of a proposed private placement of convertible senior notes.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or existing debt levels. The primary financial figure disclosed is the proposed capital raise:
- Proposed Offering Amount: $125.0 million aggregate principal amount.
- Instrument: Convertible senior notes due 2031.
- Transaction Structure: Private placement to qualified institutional buyers under Rule 144A, accompanied by capped call transactions.
Material Changes
The filing discloses a material change in the company's capital structure plans. On February 11, 2026, the company announced its intent to issue new debt securities. This represents a potential increase in liabilities and equity (upon conversion) contingent on market conditions.
Guidance, Outlook, and Risks
Management Commentary: The offering is subject to market conditions and other factors. The company intends to enter into capped call transactions to hedge against potential dilution from the convertible notes.
Risks and Contingencies: The transaction is not guaranteed; it is contingent upon market conditions. The filing incorporates a press release (Exhibit 99.1) for further details but does not explicitly list risk factors within the text of the 8-K itself.
Investor Verification Checklist
- Verify the final terms of the $125.0 million convertible notes offering, including interest rate and conversion price.
- Review the details of the capped call transactions to understand the dilution protection mechanism.
- Confirm whether the offering has been completed or if it remains subject to market conditions.
- Examine the full text of the press release (Exhibit 99.1) for specific use of proceeds.