Energy Vault Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Energy Vault Holdings, Inc. (NYSE: NRGV) on February 9, 2026. The report details the entry into a material definitive agreement involving the amendment of existing debt instruments and provides updated disclosures regarding risk factors, business operations, and financial figures as of February 11, 2026.
Key Financial Metrics and Debt Structure
The filing focuses on the company's senior unsecured convertible debentures issued to YA II PN, Ltd. The total aggregate principal amount of the debentures is now $65.0 million, structured as follows:
- Tranche 1: $30.0 million (issued September 22, 2025).
- Tranche 2: $20.0 million (issued December 16, 2025).
- Tranche 3: $15.0 million (issued December 30, 2025).
The filing does not provide specific values for revenue, net profit, operating cash flow, or liquidity ratios. It notes that updated cash and long-term debt figures are contained in Exhibit 99.1, which updates prior filings (2024 10-K and Q3 2025 10-Q), but the specific numerical values are not present in the text of this 8-K.
Material Changes and Agreements
On February 9, 2026, the Company and the Investor entered into a Second Amendment to the Securities Purchase Agreement. This amendment resulted in the following changes to the existing debt instruments (collectively the "Yorkville Amendments"):
- Amended and Restated Debentures: All three tranches were amended and restated.
- Covenant Flexibility: The amendments provide additional flexibility regarding covenants.
- Call Protection: Additional call protection was added specifically to the Tranche 1 Debentures.
- Redemption Requirement: The Company is required to redeem 100% of the outstanding principal amount of the Debentures upon the completion of certain debt financings. However, holders retain the right to waive payment of the redemption price, in which case the Debentures remain outstanding.
Outlook, Risks, and Disclosures
On February 11, 2026, the Company issued updated disclosures (Exhibit 99.1) to supplement its Annual Report for the year ended December 31, 2024, and its Quarterly Report for the period ended September 30, 2025. These updates include:
- Updated risk factors.
- Updated business disclosures.
- Updated cash and long-term debt figures.
The filing does not contain specific management commentary on future revenue guidance or operational outlook beyond the structural changes to the debt agreement.
Key Facts for Investor Verification
- Debt Obligation: Verify the total outstanding principal of $65.0 million and the specific terms of the redemption trigger upon future debt financings.
- Updated Financials: Review Exhibit 99.1 for the specific updated cash and long-term debt figures, as these are not detailed in the main text of this 8-K.
- Redemption Waiver: Confirm the likelihood of the investor waiving the redemption price if the Company completes future debt financings, as this determines if the debt remains on the balance sheet.
- Covenant Terms: Examine the specific "additional covenant flexibility" granted in the Second Amendment to understand any changes to financial maintenance requirements.