Energy Vault Holdings, Inc. 8-K

What Happened Energy Vault Holdings, Inc. filed an 8-K (Item 8.01) reporting that on February 11, 2026 it priced a private offering of $140.0 million aggregate principal amount of convertible senior notes due 2031. The offering was upsized from the previously announced $125.0 million, and the company granted initial purchasers an option to buy up to an additional $20.0 million of notes. The offering is exempt from registration under the Securities Act and is being sold only to purchasers reasonably believed to be qualified institutional buyers under Rule 144A. A press release dated February 11, 2026 was furnished as Exhibit 99.1.

Key Details

• Offering size: $140.0 million aggregate principal amount of convertible senior notes due 2031 (upsized from $125.0M).
• Additional option: Initial purchasers may buy up to an additional $20.0 million of notes.
• Placement: Private Rule 144A offering to qualified institutional buyers; exempt from Securities Act registration.
• Filing date: Form 8-K filed February 12, 2026; press release dated February 11, 2026 (Exhibit 99.1).

Why It Matters This is a capital-raising event that increases the company’s secured convertible debt obligations through 2031. For investors, key considerations include the size and maturity of the debt, potential dilution if the notes convert into equity, and how Energy Vault intends to use the proceeds (not detailed in this 8-K). The private Rule 144A placement means the notes are initially sold to institutional investors rather than the general public.