Business Context and Reporting Period
Company: Energy Vault Holdings, Inc. (NRGV)
Filing Type: Form 8-K (Current Report)
Date of Report: December 30, 2025
Event: Amendment to a Securities Purchase Agreement to issue an additional tranche of senior unsecured convertible debentures.
Key Financial Metrics and Transaction Details
This filing details a financing transaction rather than periodic financial performance. Key metrics related to the transaction include:
- Total Debentures Issued: $65.0 million aggregate principal amount ($30.0 million initial, $20.0 million second tranche, $15.0 million third tranche).
- Third Tranche Principal: $15.0 million.
- Issue Price: 98% of principal.
- Interest Rate: 7% annually (increases to 18% during an uncured event of default).
- Maturity Date: August 30, 2027.
- Conversion Price: $7.41 per share (150% of VWAP on December 29, 2025).
- Use of Proceeds: General corporate working capital, storage project development, construction, and growth initiatives.
Material Changes and Terms
The primary material change is the execution of an Amendment on December 30, 2025, authorizing the "Third Closing" of $15.0 million in debentures. Key structural terms include:
- Amortization Schedule: Monthly installments of principal and accrued interest begin January 26, 2026. For every $10 million of principal, the installment is approximately $0.5 million.
- Payment Waiver: No installment is due if the daily VWAP exceeds the Fixed Price ($7.41) by at least 15% for five consecutive prior trading days.
- Payment Options: The Company may pay cash (plus a 4% premium), allow conversion at a discounted price, or use a combination.
- Amortization Events: If specific negative triggers occur (e.g., stock price below floor price for 5 of 7 days), monthly installments increase to the greater of the scheduled amount or 20% of outstanding principal, and the cash premium increases to 10%.
- Ownership Caps: Investor conversion is capped at 19.99% of outstanding stock (Exchange Cap) and 4.99% beneficial ownership.
Guidance, Risks, and Covenants
Covenants and Restrictions:
- Prohibition on variable-rate transactions while debentures are outstanding.
- Limitations on additional indebtedness and liens, with exceptions for specific project-level debt (e.g., Calistoga, Cross Trails).
- Equity Program Restriction: The Company is prohibited from using its at-the-market equity program until all third tranche debentures are repaid.
- Subsidiaries receiving proceeds must guarantee the Company's obligations.
Risks and Contingencies:
- Default Risk: Interest rate jumps to 18% upon an uncured event of default.
- Liquidity Pressure: Mandatory monthly amortization payments could strain cash flow if the stock price does not meet waiver thresholds.
- Dilution: Conversion of debentures will result in equity dilution, subject to the 19.99% cap.
Management Commentary: The filing does not contain explicit forward-looking guidance or management commentary beyond the stated use of proceeds for working capital and project development.
Investor Verification Checklist
- Verify the Company's current cash position and ability to meet the mandatory monthly amortization payments starting January 26, 2026.
- Monitor the stock price relative to the $7.41 Fixed Price to determine if payment waivers are triggered.
- Confirm the status of the registration statement for the resale of shares issuable upon conversion (filed within 10 business days of closing).
- Review the impact of the prohibition on the at-the-market equity program on future capital raising flexibility.
- Assess the potential dilution impact if the Investor exercises conversion rights up to the 19.99% cap.