Energy Vault Holdings, Inc. 8-K

What Happened

• Energy Vault Holdings, Inc. (NRGV) announced amendments to its securities purchase agreement and the company’s convertible debentures issued to YA II PN, Ltd. The company issued Debentures in three tranches (initial $30.0M on Sept 22, 2025; $20.0M on Dec 16, 2025; and $15.0M added Dec 30, 2025), totaling $65.0 million. On Feb 9, 2026, Energy Vault and YA II PN entered a Second Amendment (the “Yorkville Amendments”) that amended and restated each tranche of the Debentures.
• On Feb 11, 2026, Energy Vault filed updated disclosures (Exhibit 99.1) to revise certain risk factors, business disclosures and updated cash and long-term debt figures previously reported in its 2024 Form 10-K and 2025 Q3 Form 10-Q.

Key Details

• Total Debentures issued to YA II PN: $65.0 million (Tranche 1: $30.0M; Tranche 2: $20.0M; Tranche 3: $15.0M).
• Second Amendment effective Feb 9, 2026: amended and restated the Tranche 1, 2 and 3 Debentures and provided (a) additional covenant flexibility, (b) additional call protection for Tranche 1, and (c) a requirement to redeem 100% of outstanding principal upon completion of certain debt financings (subject to holder waiver).
• Updated disclosures filed Feb 11, 2026 (Exhibit 99.1) include revised risk factors, business disclosures and updated cash and long-term debt figures to be read with the company’s 2024 10-K and 2025 Q3 10-Q.
• The amended and restated debenture documents and the Second Amendment are attached to the 8-K as exhibits.

Why It Matters

• Debt terms changed: the Yorkville Amendments alter covenants, add call protection and impose a potential mandatory redemption on future debt financings — all of which change the company’s financing flexibility and potential cash obligations.
• Dilution and financing risk: convertible debentures can convert into equity, so investors should note potential future dilution and how the redemption provision or holder waivers could affect capital structure.
• Liquidity and leverage updates: the company updated cash and long-term debt figures, which are material for assessing Energy Vault’s near-term liquidity and leverage — investors should review Exhibit 99.1 alongside the 10-K/10-Q.