Energy Vault Holdings, Inc. 8-K

What Happened

• On February 11, 2026, Energy Vault Holdings, Inc. announced it intends to offer, subject to market conditions and other factors, $125.0 million aggregate principal amount of convertible senior notes due 2031 in a private placement to persons reasonably believed to be qualified institutional buyers under Rule 144A. The company also stated its intention to enter into capped call transactions in connection with the offering. The press release describing the plans was furnished as Exhibit 99.1 to the Form 8-K.

Key Details

• Size: $125.0 million aggregate principal amount of convertible senior notes.
• Maturity: Notes due in 2031.
• Placement type: Private placement to qualified institutional buyers under Rule 144A.
• Related hedging: Company intends to enter into capped call transactions alongside the offering.
• Filing date: 8-K filed February 11, 2026; press release included as Exhibit 99.1.
• Condition: Offering is subject to market conditions and other factors; final terms not disclosed in this 8-K.

Why It Matters

• The planned offering is a potential source of capital for Energy Vault; proceeds could affect liquidity and funding for operations or growth depending on how they are used. Convertible notes can lead to equity dilution if investors convert them into shares, while capped call transactions are typically used to limit dilution. The 8-K does not disclose interest rate, conversion price, or expected use of proceeds, so investors should watch for subsequent filings or press releases with final pricing and terms.