Energy Vault Holdings, Inc. 8-K

What Happened

• Energy Vault Holdings, Inc. announced issuance of $140.0 million of 5.250% Convertible Senior Notes due 2031 on Feb 17, 2026, under a purchase agreement dated Feb 11, 2026. The initial purchasers (Jefferies LLC, Cantor Fitzgerald & Co. and Citigroup Global Markets Inc.) exercised their option to purchase an additional $10.0 million on Feb 25, 2026, and the Option Notes were issued on Feb 27, 2026 — bringing the total to $150.0 million. The notes and the common stock issuable on conversion are unregistered under the Securities Act; the company does not intend to register a resale and expects any future issuances to rely on Section 3(a)(9).

Key Details

• Total principal: $150.0 million (Initial $140.0M + $10.0M Option Notes).
• Coupon and maturity: 5.250% interest, due 2031.
• Key dates: Purchase Agreement dated Feb 11, 2026; Initial issuance Feb 17, 2026; Option exercised Feb 25, 2026; Option Notes and related capped calls entered Feb 27, 2026.
• Hedging: Company entered additional privately negotiated capped call transactions covering shares underlying the Option Notes; initial cap price $8.12/share (100% premium to the $4.06 NYSE close on Feb 11, 2026).

Why It Matters

• This 8-K reports a new $150M convertible debt obligation that will affect the company’s capital structure and interest expense until maturity in 2031. If holders convert the notes, common shares could be issued, which would dilute existing shareholders; the capped call transactions are intended to reduce that dilution or offset certain cash payments, subject to the cap. The notes and underlying shares are not registered, which limits immediate resale options and means conversions and any related share issuance are governed by the terms disclosed (including the indenture and capped call confirmations). Investors should note the size, maturity, and anti-dilution measures when assessing equity dilution risk and the company’s financing strategy.