Beer Michael Thomas 4

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.