UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On February 11, 2026, Energy Vault Holdings, Inc. (the “Company”) issued a press release announcing that it has priced its private offering (the “Offering”) of $140.0 million aggregate principal amount of convertible senior notes due 2031 (the “Notes”), which Offering is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Offering was upsized from the previously announced offering of $125,000,000 aggregate principal amount of Notes. The Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company also granted the initial purchasers of the Notes an option to purchase up to an additional $20.0 million of aggregate principal amount of the Notes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Pricing Press Release, dated February 11, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGY VAULT HOLDINGS, INC. | ||
| Date: February 12, 2026 | By: | /s/ Michael Beer |
| Name: Michael Beer | ||
| Title: Chief Financial Officer | ||