Business Context and Reporting Period
Company: Energy Vault Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2026
Event: Pricing of a private offering of convertible senior notes.
Key Financial Metrics
This filing reports a capital raising event rather than operational financial results. Specific metrics include:
- Offering Size: $140.0 million aggregate principal amount of convertible senior notes due 2031.
- Upsizing: The offering was increased from a previously announced $125.0 million.
- Over-Allotment Option: Initial purchasers were granted an option to purchase up to an additional $20.0 million of notes.
- Investor Type: Notes offered to qualified institutional buyers under Rule 144A.
Note: The filing text does not provide clear values for revenue, profit, cash flow, margins, existing debt levels, or liquidity ratios.
Material Changes
The primary material change is the execution of the debt offering, which represents a significant increase in the company's capital structure compared to the prior announcement. The aggregate principal amount increased by $15.0 million from the initial $125.0 million target.
Guidance, Outlook, and Risks
Management Commentary: The filing incorporates a press release (Exhibit 99.1) detailing the pricing of the notes but does not contain explicit forward-looking guidance or operational outlook within the text provided.
Risks and Contingencies: The offering is exempt from registration requirements under the Securities Act of 1933. The notes are due in 2031. As an emerging growth company, the registrant may have different reporting obligations, though no specific election regarding extended transition periods is noted in this text.
Investor Verification Checklist
- Verify the final terms of the Convertible Senior Notes due 2031, including interest rate and conversion price, in the accompanying press release (Exhibit 99.1).
- Confirm whether the $20.0 million over-allotment option was exercised by the initial purchasers.
- Review the company's latest 10-K or 10-Q to assess total debt load and liquidity position post-offering.
- Check for any use of proceeds disclosure in the press release to understand capital allocation plans.