Energy Vault Holdings, Inc. 8-K

What Happened

• Energy Vault Holdings, Inc. announced on Feb. 17, 2026 that it completed a private offering of $140.0 million aggregate principal amount of 5.250% Convertible Senior Notes due March 1, 2031, issued under an indenture with U.S. Bank Trust Company as trustee.
• Interest accrues at 5.250% per year, payable semiannually beginning Sept. 1, 2026. The notes are unsecured and may be converted, redeemed, or repurchased under the terms of the indenture.
• In connection with the notes pricing, the company entered capped call transactions on Feb. 11, 2026 to reduce potential dilution on conversion; the capped call cap price is initially $8.12 per share.

Key Details

• Principal: $140.0 million; Interest: 5.250% annually (approx. $7.35M per year on principal); Maturity: March 1, 2031.
• Initial conversion rate: 193.1807 shares of common stock per $1,000 principal (initial conversion price ≈ $5.1765/share), ~27.5% premium to the Feb. 11, 2026 NYSE close ($4.06).
• Conversion mechanics: holders may convert under specified conditions before Sept. 1, 2030 (price- and event-based triggers); from Sept. 1, 2030 until shortly before maturity holders can convert at any time. Company may settle conversions in cash, stock, or a combination.
• Redemption: Company may not redeem the notes before March 5, 2029; thereafter it can redeem (subject to a liquidity condition and stock-price tests). Capped calls are separate contracts that generally limit dilution up to a cap ($8.12 initial cap).

Why It Matters

• This transaction raises $140M in financing while creating a fixed cash interest obligation (5.25%) that will affect future cash flows. It also introduces potential equity dilution if holders convert the notes into shares.
• The initial conversion price carries a meaningful premium to recent market price, so immediate dilution is limited unless the stock rises substantially or conversion triggers are met. The capped calls are intended to reduce dilution or offset cash conversion payments but are separate from the notes and do not change holder rights.
• Investors should watch (1) the company’s cash generation relative to interest obligations, (2) the stock’s trading levels versus the conversion and redemption triggers, and (3) any corporate events that could accelerate conversion or repurchase rights.