Beer Michael Thomas 4

4 · Energy Vault Holdings, Inc. · Filed Jan 30, 2026

AI-generated summary of this filing

Updated Jan 30, 2026

Energy Vault (NRGV) CFO Michael Beer Receives RSU Awards; Shares Withheld

What Happened

Michael Thomas Beer, Chief Financial Officer of Energy Vault Holdings, had two tranches of performance-based restricted stock units vest on January 30, 2026, resulting in acquisitions of 200,000 shares + 200,000 shares (total 400,000 shares) at $0.00 per share.
To satisfy tax withholding, the company withheld 77,046 shares at an effective $4.61/share (≈ $355,182) and 103,100 shares at $5.43/share (≈ $559,833), a total tax-withholding value of ≈ $915,015. After withholding, Beer received approximately 219,854 net shares.
This was not an open-market purchase or sale but the vesting/issuance of performance RSUs; withholding of shares for taxes is a routine administrative action.

Key Details

Transaction date: January 30, 2026.
- Awards (code A): 200,000 shares @ $0.00 (acquired) and 200,000 shares @ $0.00 (acquired).
- Withholding (code F): 77,046 shares disposed @ $4.61 (≈ $355,182) and 103,100 shares disposed @ $5.43 (≈ $559,833).
Net shares retained by the insider: ~219,854 (400,000 granted − 180,146 withheld).
Shares owned after transaction: not specified in the supplied filing excerpt.
Footnotes: F1 — original PSU grant on April 15, 2024 (600,000 PSUs total; ~200,000 vest per price threshold). Company hit the $3.50 threshold on Dec 31, 2025 and the $4.50 threshold on Jan 7, 2026. F2 — withheld shares represent tax withholding on RSU vesting (cashless settlement).
Filing timeliness: Reported for period 2026-01-30 and filed the same day (no late filing indicated).

Context

These were performance-based RSUs that vested when specified stock-price targets were met; Beer did not purchase shares with cash. The share withholding is a common method to satisfy tax liabilities upon vesting (a form of cashless settlement).
Awards and tax withholdings are routine and do not by themselves indicate insider sentiment; purchases by insiders can be more informative about bullishness than awards.

Form 4

Period: 2026-01-30

Chief Financial Officer

Transactions

Award
Common Stock
[F1]
2026-01-30+200,000→ 1,334,829 total
Tax Payment
Common Stock
[F2]
2026-01-30$4.61/sh−77,046$355,182→ 1,257,783 total
Award
Common Stock
[F1]
2026-01-30+200,000→ 1,457,783 total
Tax Payment
Common Stock
[F2]
2026-01-30$5.43/sh−103,100$559,833→ 1,354,683 total

Footnotes (2)

[F1]On April 15, 2024, the Reporting Person was granted a performance-based restricted stock unit ("PSU") award under the Energy Vault Inc.'s 2022 Equity Incentive Plan covering 600,000 Performance RSUs that will vest immediately upon achievement of the following stock performance objectives: the Company's share price achieving a daily closing trading price at or above certain price levels for 20 trading days within any 30 trading day period during the period beginning on the first anniversary of the date of grant and ending on the fourth anniversary of the date of grant: $3.50, $4.50, and $5.50 per share. Upon the achievement of each price threshold as described in this paragraph, approximately 33% of the Performance RSUs (200,000 shares) shall vest, subject to the Reporting Person's continued service. The company achieved the price threshold of $3.50 on December 31, 2025 and the price threshold of $4.50 on January 7, 2026.
[F2]Represents shares withheld by the Issuer to satisfy the reporting person's tax liability on vesting of restricted stock units earned on January 30, 2026.

Signature

/s/ Brad Eastman, Chief Legal Officer|2026-01-30

1 file