Energy Vault Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 8, 2025
NRGV$3.24+15.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001828536-25-000063
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-08.
0001828536-25-000107
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 166 previous paragraphs and 200 current paragraphs.
118 unchanged; 34 reworded; 47 added; 14 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (47)
Current report
The imposition of these tariffs materially affected our operations. Several third-party sales projects within our backlog and development pipeline experienced delays or cancellations due to the anticipated increase in costs associated with importing B-Vault products from China. On May 12, 2025, the U.S. and Chinese governments announced a temporary 90-day pause in certain reciprocal tariffs as a measure to de-escalate trade tensions and renew negotiations. This temporary suspension, which became effective May 14, 2025, temporarily lowered the cumulative tariff rate on certain products, including our B-Vault products, during this period. However, there is no assurance that this de-escalation will continue beyond its expiration in mid-August 2025, or that a long-term agreement will be reached. The potential for the tariffs to be fully reinstated following this 90-day period continues to represent a significant risk and creates substantial uncertainty in our supply chain and pricing models.
Current report
Furthermore, on May 28, 2025, the U.S. Court of International Trade issued a ruling in litigation challenging the executive branch's authority to impose the March 4, 2025 tariffs under the IEEPA. While the court ruled against the government, the decision is currently under appeal and its ultimate outcome remains uncertain. The legal and political ambiguity surrounding the status of these tariffs further complicates our ability to forecast costs and secure long-term sales contracts. The Company continues to monitor these trade and legal developments closely, as their resolution could have a material impact on our financial results.
Current report
The OBBBA, which was enacted in July 2025, contains a broad range of changes to U.S. federal income tax laws, including with respect to ITCs. Some of these changes could dampen demand for battery energy storage systems in the U.S., while other changes preserve robust support for standalone battery storage.
Current report
The OBBBA also broadened Prohibited Foreign Entity (“PFE”) restrictions to apply to all technology-neutral credits (§ 45Y, § 48E), the advanced manufacturing credit (§ 45X), and other related incentives. Under these rules, projects or component suppliers with disqualifying foreign-entity ties must satisfy new sourcing and ownership tests or forfeit credit eligibility; however, legacy IRA credits under Sections 45/48 for projects with construction commenced by December 31, 2024 remain fully grandfathered and unaffected by the PFE regime. Final eligibility and compliance will depend on forthcoming Treasury, IRS, and FERC guidance on domestic-content metrics, PFE/material-assistance certifications, and storage-specific interconnection standards. We continue to monitor these developments.
Current report
Creek for total purchase consideration of approximately AUD 4.0 million, (or $2.6 million). The consideration consisted primarily of the assumption of notes receivable owed by Stoney Creek to the Company and a nominal cash payment. The acquisition was made to expand the Company’s portfolio of BESS projects in Australia. The acquisition provides the Company with project rights to a 125 MW / 1,000 MWh BESS in Narrabri, New South Wales, including land use rights and a long-term energy service agreement.
Current report
On May 31, 2025, the Cross Trails BESS, a 57 MW two-hour BESS, began commercial operations. The project marks the first fully executed asset under the Company’s “Own and Operate” growth strategy, which is supported by a 10-year tolling (offtake) agreement with Gridmatic, an AI-enabled power marketer.
Current report
The Company enters into tolling agreements under which counterparties may sell energy stored in the Company’s energy storage systems or request that the Company dispatch energy on their behalf. Each agreement is evaluated to determine whether it qualifies as a lease under ASC 842 or a customer contract under ASC 606. As of June 30, 2025, one system had commenced commercial operations and was classified as an operating lease under ASC 842. Fixed fees for operating leases under ASC 842 are recognized on a straight-line basis over the contract term, and variable fees are recognized in the period in which the related energy is delivered.
Current report
Provision for Credit Losses
Current report
Interest expense consists of contractual interest expense and amortization of non-cash debt and financing costs related to short and long-term loans, insurance premium financings, and finance leases.
Current report
Other income (expense)
Current report
Other income (expense) includes foreign currency gains and losses and non-recurring non-operating gains and losses.
Current report
Revenue increased by $4.7 million to $8.5 million for the three months ended June 30, 2025, compared to $3.8 million for the same period in 2024. The increase was driven by a $4.8 million increase in energy storage product sales, reflecting the ramp-up of an EPC project in 2025 and the recognition of $2.6 million in nonrefundable deposits upon cancellation of an EEQ contract. In addition, the Cross Trails BESS began commercial operations in May 2025, contributing $0.4 million in tolling revenue. In the comparable 2024 quarter, EPC projects were either substantially complete or in early stages, resulting in minimal revenue.
Current report
Revenue increased by $5.5 million to $17.0 million for the six months ended June 30, 2025, compared to $11.5 million for the same period in 2024. The increase was driven by a $3.2 million increase in IP licensing revenue following the B-Vault licensing agreement signed in the first quarter of 2025, and a $1.9 million increase in energy storage product sales, which includes $2.6 million of nonrefundable deposits recognized upon cancellation of an EEQ contract in the second quarter of 2025.
Current report
Cost of revenue increased by $3.3 million to $6.0 million for the three months ended June 30, 2025, compared to $2.7 million for the same period in 2024. The increase was driven by increased EPC project costs as EPC activity accelerated in the second quarter of 2025.
Current report
Cost of revenue increased by $1.2 million to $9.7 million for the six months ended June 30, 2025, compared to $8.4 million for the same period in 2024. The increase was driven by increased EPC project costs as EPC activity accelerated in the second quarter of 2025.
Current report
Gross profit increased by $1.5 million to $2.5 million for the three months ended June 30, 2025, compared to $1.0 million for the same period in 2024, driving gross profit margin to 29.6% from 27.8%. This improvement primarily reflects higher contributions from energy storage product sales and reduced warranty expenses compared to the prior-year period.
Current report
Gross profit increased by $4.3 million to $7.4 million for the six months ended June 30, 2025, compared to $3.1 million for the same period in 2024, driving gross profit margin to 43.4% from 27.0%. This improvement primarily reflects higher margin IP licensing revenue, which carries no associated cost of revenue, and reduced warranty expenses compared to the prior-year period.
Current report
Sales and marketing expenses decreased by $1.7 million to $3.2 million for the three months ended June 30, 2025, compared to $4.9 million for the same period in 2024. The decrease was driven by cost-control measures and lower S&M headcount, which together reduced personnel-related expenses by $0.8 million, consulting fees by $0.6 million, and marketing and public relation costs by $0.2 million.
Current report
Sales and marketing expenses decreased by $1.7 million to $7.3 million for the six months ended June 30, 2025, compared to $9.0 million for the same period in 2024. The decrease was driven by cost-control measures and lower S&M headcount, which together reduced personnel-related expenses by $0.9 million, consulting fees by $0.4 million, and marketing and public relations costs by $0.3 million.
Current report
Research and development expenses decreased by $6.0 million to $7.9 million for the six months ended June 30, 2025, compared to $13.9 million for the same period in 2024. The decrease was driven by cost-control measures and lower R&D headcount, which together reduced personnel-related expenses by $4.3 million, engineering and development costs by $0.9 million, and software costs by $0.5 million.
Current report
General and administrative expenses increased by $3.3 million to $19.1 million for the three months ended June 30, 2025, compared to $15.8 million for the same period in 2024. The increase primarily reflects higher personnel-related costs due to expanded G&A headcount, which added $2.0 million, along with a $0.5 million increase in legal and professional fees and a $0.4 million increase in consulting costs.
Current report
General and administrative expenses increased by $5.4 million to $36.6 million for the six months ended June 30, 2025, compared to $31.2 million for the same period in 2024. The increase primarily reflects higher personnel-related costs due to expanded G&A headcount, which added $4.2 million, along with a $0.4 million increase in legal and professional fees and a $0.4 million increase in consulting costs.
Current report
Provision for Credit Losses
Current report
Provision for credit losses increased by $3.4 million to $3.8 million for the three months ended June 30, 2025, compared to $0.4 million for the same period in 2024. Provision for credit losses increased by $3.5 million to $3.8 million for the six months ended June 30, 2025, compared to $0.4 million for the same period in 2024.
Current report
The increase in provision for credit losses for the three and six months ended June 30, 2025 was driven by an increase in the allowance for credit losses related to the customer financing receivable and DG Fuels convertible note receivable compared to the same periods in 2024.
Current report
Depreciation and amortization expense increased by $0.2 million to $0.5 million for the three months ended June 30, 2025, compared to $0.3 million for the same period in 2024. Depreciation and amortization expense increased by $0.2 million to $0.8 million for the six months ended June 30, 2025, compared to $0.6 million for the same period in 2024.
Current report
The increase in depreciation and amortization expense for the three and six months ended June 30, 2025 primarily reflects depreciation on the Cross Trails BESS, which was placed into service in May 2025, and higher amortization of capitalized software assets compared to the same periods in 2024.
Current report
Interest expense increased by $2.5 million to $2.5 million for the three months ended June 30, 2025, compared to $38 thousand for the same period in 2024. Interest expense increased by $2.6 million to $2.6 million for the six months ended June 30, 2025, compared to $46 thousand for the same period in 2024.
Current report
The increase in interest expense for the three and six months ended June 30, 2025 reflects the interest on debt financings obtained in 2025, whereas in the comparable 2024 periods the Company’s borrowings were limited to insurance premium financing arrangements with minimal interest costs.
Current report
The decrease in interest income for three and six months ended June 30, 2025 reflects lower average interest-bearing cash balances compared to the same periods in 2024.
Current report
Other expense, net was $2.5 million for the three months ended June 30, 2025, compared to other income, net of $22 thousand for the same period in 2024, representing a year-over-year change of $2.5 million. The change primarily reflects a $1.4 million loss on the extinguishment of debt incurred upon early repayment of the CRC Bridge Loan prior to its maturity date in the second quarter of 2025 and $0.9 million in commitment and transaction fees related to the Hudson Equity Purchase Agreement.
Current report
During the six months ended June 30, 2025, the Company received proceeds of $1.2 million related to the sale of common stock under the Hudson Equity Purchase Agreement.
Current report
On August 6, 2025, the Company entered into the Helena Purchase Agreement. Pursuant to the Helena Purchase Agreement, the Company has the right, but not the obligation, to sell to Helena, and Helena is obligated to purchase, up to $25.0 million of newly issued shares of the Company’s common stock, from time to time over a 36-month term, subject to certain limitations and conditions. The obligations under the Helena Purchase Agreement are subject to a standstill period and will not commence until the later of (i) ninety days from the execution of the agreement, or (ii) the termination or expiration of the Company's existing Hudson Equity Purchase Agreement.
Current report
Proceeds from the CRC Senior Notes are held as restricted cash until the CRC HESS reaches pre-agreed milestones. Subsequent to June 30, 2025, $13.0 million of the previously restricted proceeds was released from restriction and became available for general corporate purposes.
Current report
On May 12, 2025, the Company entered into a secured bridge loan with Crescent Cove for $10.0 million, bearing interest at 24% per annum and with a maturity date of July 14, 2025. The loan was issued net of a 5% original issue discount and a structuring fee of $0.2 million, for gross proceeds of $9.3 million. Total interest expense on the loan of $0.4 million was deducted from the loan proceeds. On July 14, 2025, the Company repaid $5.0 million of principal and simultaneously amended the loan to extend the maturity of the remaining $5.0 million to July 21, 2025. In connection with the extension, the Company paid a $0.2 million amendment fee. The remaining principal and additional interest for the extension were paid on July 18, 2025.
Current report
Cross Trails Senior Notes
Current report
On July 23, 2025, Cross Trails, a wholly-owned subsidiary of the Company, entered into a credit agreement with Wilmington Trust, National Association, as administrative agent and collateral agent, and Jefferies Capital Services, LLC, as initial lender.
Current report
The Cross Trails Senior Note provides for a senior secured term loan facility in an aggregate principal amount of approximately $17.8 million. The proceeds are intended to support the Cross Trails energy storage project, including payment of operating costs, funding of required reserve accounts, payment of fees and expenses related to the transaction, and certain distributions to the project sponsor or its designee at closing. The Cross Trails Senior Note is structured as a single-draw term loan, with the full amount funded on July 23, 2025. Loans under the Cross Trails Senior Note bear interest at a rate per annum equal to 5.00% for loans bearing interest at the ABR and 6.00% for loans bearing interest at the SOFR and has a maturity date of July 23, 2032, with principal amortization in accordance with a pre-agreed schedule. Loans under the Cross Trails Senior Note may be repaid at any time, subject to payment of accrued interest, breakage costs and a repayment premium. Mandatory prepayments are required upon the occurrence of certain customary events, including the receipt of insurance or condemnation proceeds (subject to customary reinvestment rights), asset sales above specified thresholds, the incurrence of additional non-permitted indebtedness, or the non-permitted issuance of new equity interests by the borrower, and are subject to the payment of accrued interest, breakage costs and a repayment premium.
Current report
The obligations under the Cross Trails Senior Note are secured by a first priority security interest in substantially all of the assets of the Cross Trails Borrower, including the project assets, accounts, and related collateral, as well as the membership interests in the Cross Trails Borrower. The Cross Trails Senior Note contains customary affirmative and negative covenants for a project financing of this type, including limitations on additional indebtedness, liens, asset sales, investments, affiliate transactions, and distributions. The Cross Trails Borrower is also required to maintain certain financial ratios, including a minimum debt service coverage ratio of 1.10:1.00, and to maintain of insurance, deliver certain financial and other reports, and comply with applicable laws and permits.
Current report
The Cross Trails Senior Note also includes customary representations and warranties, indemnification provisions and requirements for the maintenance of insurance and compliance with applicable laws and permits.
Showing the first 40 of 47 passages. Open the source sections for the rest.
Removed paragraphs (14)
Previous report
We believe we may be positioned to benefit from the bonus credits related to the energy storage systems we intend to own and operate and will stimulate demand for our customers to invest in more energy storage systems. To date, the IRA regulations, proposed regulations and/or guidance issued by the U.S. Department of Treasury and Internal Revenue Service associated with these various tax credits, including but not limited to the ITC, domestic content bonus credit, energy community bonus credit, and manufacturing production tax credit have provided some substantive clarity. However, we are continuing to seek additional clarity on certain aspects of IRA guidance and/or regulation via updated guidance and future proposed and/or final regulations. The potential impact from the change in the U.S. presidential administration to any existing regulations, including any potential ramifications for the IRA and the various tax incentive provisions as well as other government and tax incentives for clean energy and energy storage in the United States, is uncertain at this stage. Some of the guidance and rulemaking enacted under the Biden Administration could be changed or modified by the Trump Administration, creating uncertainty with respect to implementation of the IRA. It remains uncertain whether Congress will modify or repeal the IRA in connection with the budget reconciliation process or otherwise. Accordingly, no assurance can be given that our projects will be eligible for tax credits or other benefits under the IRA.
Previous report
Provision (Benefit) for Credit Losses
Previous report
Revenue increased by $0.8 million to $8.5 million for the three months ended March 31, 2025, compared to $7.8 million for the same period in 2024. The increase was driven by $3.6 million in revenue generated from IP licensing, operation and maintenance services, and software licensing as those revenue streams did not have comparable amounts in the prior-year period. The IP licensing revenue relates to the Company’s agreement to license its B-Vault IP to an Indian infrastructure company. These increases were partially offset by a decline of $2.8 million in energy product storage sales.
Previous report
Cost of revenue decreased by $2.0 million to $3.7 million for the three months ended March 31, 2025, compared to $5.7 million for the same period in 2024. The decrease was primarily due to lower sales of energy storage products.
Previous report
Gross profit was $4.9 million and $2.1 million for the three months ended March 31, 2025 and 2024, respectively, and gross profit margin was 57.1% and 26.7%, respectively. The improvement in gross profit and gross margin was primarily driven by IP licensing revenue, which did not incur any cost of sales.
Previous report
Sales and marketing expenses remained relatively flat at $4.1 million for the three months ended March 31, 2025, compared to $4.2 million for the same period in 2024.
Previous report
General and administrative expenses increased by $2.2 million to $17.5 million for the three months ended March 31, 2025, compared to $15.4 million for the same period in 2024. The increase was primarily due to a $2.2 million increase in personnel-related expenses resulting from higher G&A headcount and retention bonuses.
Previous report
Benefit for Credit Losses
Previous report
Benefit for credit losses was relatively flat at $11 thousand and $0.1 million for the three months ended March 31, 2025 and 2024, respectively.
Previous report
Depreciation and amortization expense was $0.3 million for each of the three months ended March 31, 2025 and 2024.
Previous report
On May 12, 2025, the Company entered into a credit agreement with Crescent Cove Opportunity Lending, LLC (“Crescent Cove”) as lender and administrative agent, providing for a short-term loan in an aggregate principal amount of $10.0 million (Cross Trails Bridge Loan”). The Cross Trails Bridge loan bears interest at an annual rate of 24% and matures on July 13, 2025. The Cross Trails Bridge Loan includes an original issue discount equal to 5% of the principal amount and a structuring fee of $0.2 million. The loan is secured by substantially all of the Company’s assets in the U.S., primarily the Cross Trails BESS and excludes the Calistoga hybrid energy system, and is guaranteed by all of the Company’s U.S. subsidiaries except for CRC. Proceeds will be used for general corporate purposes and working capital.
Previous report
During the three months ended March 31, 2025 and 2024, cash used in investing activities totaled $7.3 million and $8.8 million, respectively.
Previous report
During the three months ended March 31, 2025, cash provided by financing activities totaled $27.1 million, compared to cash used in financing activities of $0.7 million for the three months ended March 31, 2024.
Previous report
For the three months ended March 31, 2025, cash provided by financing activities was primarily attributable to $26.8 million in net proceeds from the CRC Bridge loan and $1.5 million in proceeds from insurance premium financings, partially offset by the payment of $0.7 million in debt issuance costs for the CRC Bridge Loan and $0.5 million in insurance premium financing repayments. The year-over-year change in financing cash flows primarily reflects the proceeds from the new financing transactions in the first quarter of 2025. There were no such comparable transactions in the first quarter of 2024.
Reworded paragraphs (34)
Previous wording
The following discussion and analysis provide information which Energy Vault’s management believes is relevant to an assessment and understanding of Energy Vault’s condensed consolidated results of operations and financial condition. The discussion should be read together with our unaudited interim condensed consolidated financial statements, the respective notes thereto, and other financial information included elsewhere in this Quarterly Report. The discussion and analysis should also be read together with the audited consolidated financial statements, the respective notes thereto, and other financial information included elsewhere in the Annual Report for the year ended December 31, 2024 filed by us with the SEC on April 1, 2025. This discussion may contain forward-looking statements based upon Energy Vault’s current expectations that involve risks, uncertainties, and assumptions. Energy Vault’s actual results may differ materially from those anticipated in these forward-looking statements. You should review the section titled “Cautionary Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors,” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report. Energy Vault’s historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless the context otherwise requires, all references in this Quarterly Report to “we,” “our,” “us,” “the Company,” or “Energy Vault” refer to Energy Vault Holdings, Inc., a Delaware corporation, and its subsidiaries both prior to the consummation of and following the Merger (as defined below).
Current wording
The following discussion and analysis provide information which Energy Vault’s management believes is relevant to an assessment and understanding of Energy Vault’s condensed consolidated results of operations and financial condition. The discussion should be read together with our unaudited interim condensed consolidated financial statements, the respective notes thereto, and other financial information included elsewhere in this Quarterly Report. The discussion and analysis should also be read together with the audited consolidated financial statements, the respective notes thereto, and other financial information included elsewhere in the Annual Report for the year ended December 31, 2024 filed by us with the SEC on April 1, 2025. This discussion may contain forward-looking statements based upon Energy Vault’s current expectations that involve risks, uncertainties, and assumptions. Energy Vault’s actual results may differ materially from those anticipated in these forward-looking statements. You should review the section titled “Cautionary Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors,” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report. Energy Vault’s historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless the context otherwise requires, all references in this Quarterly Report to “we,” “our,” “us,” “the Company,” or “Energy Vault” refer to Energy Vault Holdings, Inc., a Delaware corporation, and its subsidiaries..
Previous wording
We incorporate a customer-centric, solutions-based approach toward helping utilities, independent power producers (“IPP”), and large industrial energy users reduce their energy costs while maintaining power reliability. As the global demand for electricity increases and the world transitions to an economy powered by increasingly intermittent renewable energy such as solar and wind, the ability to provide clean, reliable, and affordable electricity to a growing global population will depend heavily on the ability to store and distribute energy at appropriate times. We are striving to create a world powered by renewable resources so that everyone will have access to clean, reliable, sustainable, and affordable energy.
Current wording
We incorporate a customer-centric, solutions-based approach toward helping utilities, independent power producers, and large industrial energy users reduce their energy costs while maintaining power reliability. As the global demand for electricity increases and the world transitions to an economy powered by increasingly intermittent renewable energy such as solar and wind, the ability to provide clean, reliable, and affordable electricity to a growing global population will depend heavily on the ability to store and distribute energy at appropriate times. We are striving to create a world powered by renewable resources so that everyone will have access to clean, reliable, sustainable, and affordable energy.
Previous wording
Effective March 4, 2025, the U.S. government implemented a 20% tariff under the International Emergency Economic Powers Act (“IEEPA”) on imports from China, including lithium-ion batteries. Subsequently, on April 10, 2025, an additional 125% reciprocal tariff was imposed on Chinese-origin goods. These tariffs are in addition to the preexisting 3.4% Most-Favored-Nation (MFN) base tariff and the 7.5% Section 301 tariff applicable to lithium-ion batteries imported from China. As a result, our B-Vault products, all of which have been sourced and manufactured in China, are now subject to a cumulative U.S. import tariff burden of approximately 155.9%.
Current wording
Effective March 4, 2025, the U.S. government implemented a 20% tariff under the International Emergency Economic Powers Act (“IEEPA”) on imports from China, including lithium-ion batteries. Subsequently, on April 10, 2025, an additional 125% reciprocal tariff was imposed on Chinese-origin goods. These tariffs are in addition to the preexisting 3.4% Most-Favored-Nation (MFN) base tariff and the 7.5% Section 301 tariff applicable to lithium-ion batteries imported from China. As a result, our B-Vault products, all of which have been sourced and manufactured in China, became subject to a cumulative U.S. import tariff burden of approximately 155.9%.
Previous wording
The imposition of these tariffs has materially affected our operations. Several third-party sales projects within our backlog and development pipeline have experienced delays or cancellations due to the increased costs associated with importing B-Vault products from China. In response, we are actively exploring alternative sourcing options, including vendors with manufacturing capabilities outside of China, to mitigate the impact of these tariffs. As of the filing date of this Quarterly Report, we have not successfully imported our B-Vault products from non-Chinese suppliers on an economical basis.
Current wording
In response, we are actively exploring alternative sourcing options, including vendors with manufacturing capabilities outside of China, to mitigate the impact of these tariffs. As of the filing date of this Quarterly Report, we have not successfully imported our B-Vault products from non-Chinese suppliers on an economical basis.
Previous wording
The U.S. Congress is continuously reviewing and passing various climate change proposals, incentives, regulations, and legislation that may support the energy storage industry, including in the form of tax credits and incentives. The implementation of these laws can vary greatly across administrations and take long periods of time before the full extent of regulations are adopted. We cannot guarantee we will realize any or all of the anticipated benefits or incentives under any such enacted regulations or legislation, including the IRA. IRS private letter ruling 201809003 clarified that energy storage is eligible for federal tax credits if charged primarily by qualifying renewable resources.
Current wording
The U.S. Congress and state legislatures are continuously reviewing and passing various climate change proposals, incentives, regulations, and legislation that may support the energy storage industry, including in the form of tax credits and incentives. The implementation of these laws can vary greatly across administrations and take long periods of time before the full extent of regulations are adopted. We cannot guarantee we will realize any or all of the anticipated benefits or incentives under any such enacted regulations or legislation.
Previous wording
The IRA adopted in August 2022 contains a number of tax incentive provisions that directly support the adoption of energy storage solutions and services. Before the enactment of the IRA, the Section 48 ITC did not apply to standalone energy storage projects. The IRA added Section 48(a)(3)(A)(ix) to allow a taxpayer that placed in service a standalone energy storage technology with a minimum capacity of 5 kWh to claim the ITC, if certain requirements are met. Energy storage technology that is placed in service after December 31, 2022 and started construction for U.S. federal income tax purposes prior to January 1, 2025, may claim the ITC under Section 48(a). To qualify for the full ITC rate of 30%, an energy storage project will need to satisfy certain labor requirements relating to the payment of prevailing wages and use of apprentices, or have started construction for U.S. federal income tax purposes prior to January 29, 2023. If these requirements are not met, the project may be eligible only for a base rate of 6%. The existing energy ITC will be replaced by a CEITC or “tech neutral” regime, which is available for any investment in a qualified storage facility that is placed in service after calendar year 2024 (certain labor requirements will still apply). The IRA also included bonus credits associated with the ITC, which may be relevant to our business. There is a 10% bonus credit for projects located in certain areas designated as energy communities, an additional 10% bonus credit for projects utilizing products which collectively meet certain minimum domestic content requirements, and a 10% or 20% bonus credit for certain projects less than 5 MW located in a low-income community or that serve low-income community members. Finally, the IRA included a manufacturing production tax credit for specific renewable energy and battery storage related products and components manufactured in the U.S.
Current wording
The IRA, adopted by the U.S. Congress in August 2022, contained a number of tax incentive provisions that directly support the adoption of energy storage solutions and services. Before the enactment of the IRA, the Section 48 ITC did not apply to standalone energy storage projects. The IRA added Section 48(a)(3)(A)(ix) to allow a taxpayer that placed in service a standalone energy storage technology with a minimum capacity of 5 kWh to claim the ITC, if certain requirements are met.
Previous wording
Each of our owned installations or our customer installations must be designed, constructed, and operated in compliance with applicable federal, state and local regulations, codes, standards, guidelines, policies, and laws. To install and operate energy storage systems on its platform, we, our customers or our partners, as applicable, are required to obtain applicable permits and approvals from local authorities having jurisdiction to install energy storage systems and to interconnect the systems with the local electrical utility.
Current wording
Each of our owned installations or our customer installations must be designed, constructed, and operated in compliance with applicable federal, state and local regulations, codes, standards, guidelines, policies, and laws. To install and operate energy storage systems on its platform, we, our customers or our partners, as applicable, are required to obtain applicable permits and approvals from applicable federal, state, and local authorities having jurisdiction to install energy storage systems and to interconnect the systems with the local electrical utility.
Previous wording
Between October 2024 and March 2025, the Company agreed to loan Stoney Creek BESS Pty Ltd (“Stoney Creek”) up to AUD 8.8 million (or $5.5 million) to assist them in paying for BESS project development related costs. The Company also agreed to provide Stoney Creek a bank guarantee of up to AUD 2.5 million (or $1.6 million) as security for a performance bond. On March 17, 2025, the Company entered into a share purchase agreement to acquire Stoney Creek for a nominal purchase price of one hundred Australian dollars. The closing of the acquisition is subject to regulatory review and approval in Australia. Upon closing of the acquisition, the carrying value of the note receivable is expected to be incorporated as part of the total consideration.
Current wording
Between October 2024 and March 2025, the Company agreed to loan Stoney Creek BESS Pty Ltd (“Stoney Creek”) up to AUD 8.8 million (or $5.5 million) to assist them in paying for BESS project development related costs. The Company also agreed to provide Stoney Creek a bank guarantee of up to AUD 2.5 million (or $1.6 million) as security for a performance bond. On March 17, 2025, the Company entered into a share purchase agreement to acquire Stoney Creek for a nominal purchase price of one hundred Australian dollars. On August 5, 2025, the Company completed the acquisition of Stoney
Previous wording
The following tables present our key operating metrics for the periods presented (amounts in thousands unless otherwise noted):
Current wording
The following tables present our key operating metrics for the periods presented (amounts in thousands):
Previous wording
Backlog represents contracted but unrecognized revenue from projects and services yet to be completed, unrecognized revenue or other income from IP licensing agreements, and unrecognized revenue from tolling arrangements for projects operated by Energy Vault or affiliates. Backlog includes any potential future variable payments from tolling and offtake arrangements that the Company believes is probable of being realized. Probable future variable payments are forecasted by an independent third-party firm using simulation software that factors in current and projected energy market dynamics, historical and forecasted volatility, and location specific data. The Company considers the low-end simulation results to be probable. Potential future IP royalties are not included in backlog. Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others.
Current wording
Backlog represents contracted but unrecognized revenue from third-party projects and services yet to be completed, unrecognized revenue or other income from IP licensing agreements, and unrecognized revenue from tolling arrangements for projects operated by Energy Vault or affiliates. Backlog includes any potential future variable payments from tolling and offtake arrangements that the Company believes is probable of being realized. Probable future variable payments are forecasted by an independent third-party firm using simulation software that factors in current and projected energy market dynamics, historical and forecasted volatility, and location specific data. The Company considers the low-end simulation results to be probable. Potential future IP royalties are not included in backlog. Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others.
Previous wording
The Company generates revenue from the sale of our energy storage products, the licensing of the Company’s software solutions and IP, and from long-term service agreements to operate and maintain customer owned energy systems. To date, the Company has primarily generated revenue from the sale of our BESSs and from licensing our EVx technology. In addition to these sources of revenue, in the future we expect to generate revenue from tolling arrangements in connection with energy storage systems that we intend to own and operate.
Current wording
The Company generates revenue from the sale of our energy storage products, tolling arrangements related to owned projects, the licensing of the Company’s software solutions and IP, and from long-term service agreements to operate and maintain customer owned energy systems. To date, the Company has primarily generated revenue from the sale of our BESSs and from licensing our IP.
Previous wording
S&M expenses consist primarily of internal personnel-related costs for marketing, sales, and related support teams, as well as external costs such as professional service fees, trade shows, marketing and sales-related promotional materials, public relations expenses, website operating and maintenance costs. Personnel-related expenses include salaries, benefits, and stock-based compensation expenses.
Current wording
S&M expenses consist primarily of internal personnel-related costs for marketing, sales, and related support teams, as well as external costs such as professional service fees, trade shows, marketing and sales-related promotional materials, public relations expenses, and website operating and maintenance costs. Personnel-related expenses include salaries, benefits, and stock-based compensation expenses.
Previous wording
Provision (Benefit) for credit losses represents the expense (benefit) recognized to account for potential losses on accounts receivable, contract assets, and customer financing receivable due to customer defaults or credit deterioration. This provision reflects management’s estimate of expected credit losses based on historical trends and forward-looking assessments.
Current wording
Provision for credit losses represents the expense recognized to account for potential losses on accounts receivable, contract assets, and customer financing receivable due to customer defaults or credit deterioration. This provision reflects management’s estimate of expected credit losses based on historical trends and forward-looking assessments.
Previous wording
Consolidated Comparison of Three Months Ended March 31, 2025 to March 31, 2024
Current wording
Consolidated Comparison of Three and Six Months Ended June 30, 2025 to June 30, 2024
Previous wording
The Company recognized revenue for the product and service categories as follows for the three months ended March 31, 2025 and 2024 (amounts in thousands):
Current wording
The Company recognized revenue for the product and service categories as follows for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):
Previous wording
Revenue from two customers accounted for 55% and 38% of total revenue for the three months ended March 31, 2025 and revenue from two customers accounted for 80% and 14% of total revenue for the three months ended March 31, 2024.
Current wording
Revenue from three customers accounted for 50%, 31%, and 10% of total revenue, respectively, for the three months ended June 30, 2025 and revenue from three customers accounted for 52%, 19%, and 15% of total revenue, respectively, for the six months ended June 30, 2025. Revenue from three customers accounted for 46%, 30%, and 14% of total revenue, respectively, for the three months ended June 30, 2024 and revenue from two customers accounted for 69% and 19% of total revenue, respectively, for the six months ended June 30, 2024.
Previous wording
Research and development expenses decreased by $3.1 million to $3.8 million for the three months ended March 31, 2025, compared to $7.0 million for the same period in 2024. The decrease was primarily due to reductions of $2.4 million in personnel-related expenses, $0.5 million in software expenses, and $0.1 million in engineering costs, driven mainly by cost-control measures and lower R&D headcount.
Current wording
Research and development expenses decreased by $2.9 million to $4.1 million for the three months ended June 30, 2025, compared to $7.0 million for the same period in 2024. The decrease was driven by cost-control measures and lower R&D headcount, which together reduced personnel-related expenses by $1.9 million and engineering and development costs by $0.8 million.
Previous wording
Interest income decreased by $1.5 million to $0.3 million for the three months ended March 31, 2025, compared to $1.8 million for the same period in 2024. The decrease was primarily due to lower average cash balances during the three months ended March 31, 2025, compared to the same period in 2024.
Current wording
Interest income decreased by $1.4 million to $0.3 million for the three months ended June 30, 2025, compared to $1.7 million for the same period in 2024. Interest income decreased by $2.9 million to $0.6 million for the six months ended June 30, 2025, compared to $3.6 million for the same period in 2024.
Previous wording
Other expense, net was $0.1 million for the three months ended March 31, 2025, compared to other income, net of $1.7 million for the same period in 2024, representing a year-over-year change of $1.8 million. The change was primarily due to a $1.5 million gain recognized in the first quarter of 2024 related to the derecognition of a related-party contract liability, for which there was no comparable gain the first quarter of 2025.
Current wording
Other expense, net was $2.6 million for the six months ended June 30, 2025, compared to other income, net of $1.6 million for the same period in 2024, representing a year-over-year change of $4.3 million. The change primarily reflects a $1.4 million loss on debt extinguishment related to the early repayment of the CRC Bridge Loan, $0.9 million in commitment and transaction fees related to the Hudson Equity Purchase Agreement, and the absence of a $1.5 million gain on derecognition of a related-party contract liability that was recorded in the prior-year period.
Previous wording
As part of our ongoing business operations, the Company had a sales backlog of $648.0 million as of March 31, 2025. Management expects this backlog to contribute to the future funding of our business, supported by a robust developed pipeline, which we anticipate to convert into additional contracted backlog as new agreements are executed.
Current wording
As part of our ongoing business operations, the Company had a sales backlog of $682.2 million as of June 30, 2025. Management expects this backlog to contribute to the future funding of our business, supported by a robust developed pipeline, which we anticipate to convert into additional contracted backlog as new agreements are executed.
Previous wording
To support non-cash backed performance bonding and surety obligations required under project EPC agreements, the Company partners globally with Marsh to access bonding and surety instruments issued by top-rated insurance firms. As of March 31, 2025, Energy Vault maintained a bonding capacity exceeding $1.0 billion for new projects.
Current wording
To support non-cash backed performance bonding and surety obligations required under project EPC agreements, the Company partners globally with Marsh to access bonding and surety instruments issued by top-rated insurance firms.
Previous wording
On March 28, 2025, the Company entered into a Tax Credit Transfer Commitment, on behalf of its wholly owned subsidiary companies, with a third-party purchaser pursuant to which the Company agreed to sell certain ITCs generated by the Calistoga Resiliency Center hybrid energy storage system, the Cross Trails BESS, and the Snyder CDU that are anticipated to be placed in service in 2025. The Tax Credit Transfer commitment is subject to certain conditions set forth therein, and requires the Company to incur the remaining associated capital expenditures to complete the projects (via internal sources or external sources such as project financing). The third-party purchaser has agreed to purchase on or before December 15, 2025, all the eligible ITCs generated by these projects, in an amount to be finalized subject to final cost segregation reports, which management believes will be approximately $39.9 million, net of fees, across all three projects.
Current wording
Credit Transfer commitment is subject to certain conditions set forth therein, and requires the Company to incur the remaining associated capital expenditures to complete the projects (via internal sources or external sources such as project financing). The third-party purchaser has agreed to purchase on or before December 15, 2025, all the eligible ITCs generated by these projects, in an amount to be finalized subject to final cost segregation reports, which management believes will be approximately $39.9 million, net of fees, across all three projects.
Previous wording
ATM Facility and Equity Purchase Agreement
Current wording
ATM Facility and Equity Purchase Agreements
Previous wording
On March 31, 2025, we entered into an Equity Purchase Agreement with an Equity Investor. Pursuant to the Equity Purchase Agreement, the Company has the right at its sole discretion, but not the obligation, to sell to the Equity Investor, and the Equity Investor is obligated to purchase, up to $25.0 million of newly issued shares of the Company’s common stock, from time to time during the term of the Equity Purchase Agreement, subject to certain limitations and conditions. The Company expects to issue the Equity Investor shares of our common stock equivalent to 0.3% of our outstanding common stock as of March 31, 2025 to maintain the right to sell shares to the Equity Investor at a market discount (the “Commitment Shares”). The Equity Purchase Agreement contains customary representations, warranties and agreements by us, as well as customary indemnification obligations of the Company. Pursuant to the terms of the Equity Purchase Agreement, we have agreed to enter into a Registration Rights Agreement with the Equity Investor, pursuant to which, among other things, the Company will provide the Equity Investor with customary registration rights with respect to the Commitment Shares and the shares issuable pursuant to the Equity Purchase Agreement.
Current wording
On March 31, 2025, we entered into the Hudson Equity Purchase Agreement. Pursuant to the Hudson Equity Purchase Agreement, the Company has the right at its sole discretion, but not the obligation, to sell to Hudson, and Hudson is obligated to purchase, up to $25.0 million of newly issued shares of the Company’s common stock, from time to time during the term of the Hudson Equity Purchase Agreement, subject to certain limitations and conditions.
Previous wording
The securities to be offered pursuant to the Equity Purchase Agreement will be offered pursuant to our effective S-3/A shelf registration statement (File No. 333-273089), which was filed with the SEC on July 14, 2023 and declared effective on July 20, 2023, or a registration statement that will be filed with the SEC promptly after the execution of the Registration Rights Agreement.
Current wording
In connection with the Hudson Equity Purchase Agreement, the Company entered into a Registration Rights Agreement, pursuant to which the Company agreed to register the Commitment Shares and the shares issuable pursuant to the Hudson Equity Purchase Agreement. The securities to be offered pursuant to the Hudson Equity Purchase Agreement will be offered pursuant to our effective shelf registration statement on Form S-3/A (File No. 333-273089), which was filed with the SEC on July 14, 2023 and declared effective on July 20, 2023.
Previous wording
On April 4, 2025, CRC issued $27.8 million of senior notes (“CRC Senior Notes”), with Eagle Point Credit as lender and Jefferies serving as agent for the transaction. The CRC Senior Notes were priced at 99.25% of par, resulting in net proceeds of $27.6 million.
Current wording
On April 4, 2025, CRC issued $27.8 million of senior notes (“CRC Senior Notes”), with Eagle Point Credit as lender and Jefferies serving as agent for the transaction. The CRC Senior Notes were priced at 99.25% of par, resulting in gross proceeds of $27.6 million. After deducting debt issuance costs, net proceeds totaled $23.2 million.
Previous wording
The Company may, at its option, redeem all or a portion of the CRC Senior Notes prior to maturity, subject to specified call protection provisions and any prepayment premiums set forth in the agreement. In the event of a change of control, the Company may be required to offer to repurchase the notes at a specified price. The proceeds of the CRC Senior Notes are restricted until the hybrid energy storage system in Calistoga, California is placed into service.
Current wording
The Company may, at its option, redeem all or a portion of the CRC Senior Notes prior to maturity, subject to specified call protection provisions and any prepayment premiums set forth in the agreement. In the event of a change of control, the Company may be required to offer to repurchase the notes at a specified price.
Previous wording
Our cash equivalents are highly liquid investments purchased with an original or remaining maturities of three months or less.$26.3 million of our restricted cash balance as of March 31, 2025 was attributable to the CRC Bridge Loan. The remaining restricted cash balance was primarily held by banks as collateral for the Company’s letters of credit.
Current wording
Our cash equivalents are highly liquid investments purchased with an original or remaining maturities of three months or less. $22.1 million of our restricted cash balance as of June 30, 2025 was attributable to the CRC Bridge Loan. The remaining restricted cash balance was primarily held by banks as collateral for the Company’s letters of credit, bank guarantees, and performance and payment bonds.
Previous wording
Our principal commitments as of March 31, 2025 consisted primarily of obligations under operating leases, finance leases, a deferred pension, warranty liabilities, and issued purchase orders. Our non-cancellable purchase obligations as of March 31, 2025 totaled approximately $7.6 million.
Current wording
Our principal commitments as of June 30, 2025 consisted primarily of obligations under debt financing arrangements, operating leases, finance leases, a deferred pension, warranty liabilities, and issued purchase orders. Our non-cancellable purchase obligations as of June 30, 2025 totaled approximately $5.0 million.
Previous wording
Cash used in operating activities was $2.7 million for the three months ended March 31, 2025, compared to cash provided by operating activities of $0.9 million for the same period in 2024.
Current wording
Cash provided by operating activities was $12.6 million for the six months ended June 30, 2025, compared to cash used in operating activities of $11.8 million for the same period in 2024.
Previous wording
For the three months ended March 31, 2025, cash used in operating activities reflected a net loss of $21.2 million, adjusted for $9.6 million in non-cash charges, a $6.2 million increase in operating liabilities, and a $2.6 million decrease in operating assets. Significant non-cash items included $9.3 million in stock-based compensation expense and $0.3 million in depreciation and amortization expense. The increase in operating liabilities was driven by a $15.0 million customer deposit and a $1.6 million increase in deferred revenue, partially offset by a $9.9 million decrease in accounts payable and accrued expenses. The customer deposit relates to potential third-party projects to sell B-Vaults, but the deposit is refundable if Energy Vault or the potential customer choose not to proceed with the projects. The increase in deferred revenue relates to advance customer payments for ongoing projects. The decrease in operating assets was driven by a $10.6 million decrease in accounts receivable, partially offset by a $5.6 million increase in advances to suppliers and a $1.7 million increase in prepaid and other current assets. The change in cash flows from operating activities for the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to lower cash collections from customers, as our beginning accounts receivable balance in the first quarter of 2025 was significantly lower than it was in the first quarter of 2024.
Current wording
For the six months ended June 30, 2025, cash provided by operating activities reflects a net loss of $56.1 million, adjusted for $26.3 million in non-cash charges, a $52.5 million increase in operating liabilities, and a $10.1 million increase in operating assets. Significant non-cash items include $18.3 million in stock-based compensation expense, $3.8 million in provision for credit losses, $1.4 million in loss on debt extinguishment, $1.4 million in non-cash debt and financing costs, and $0.8 million in depreciation and amortization expense. The increase in operating liabilities was driven by a $56.1 million increase in contract liabilities, partially offset by a $3.3 million decrease in accounts payable and accrued expenses. The increase in contract liabilities relate to advance customer payments for ongoing projects. The increase in operating assets was driven by an $18.1 million increase in advances to suppliers and a $1.9 million increase in prepaid and other current assets, partially offset by a $10.2 million decrease in accounts receivable.
Previous wording
Cash used in investing activities for the three months ended March 31, 2025 consisted of $6.8 million for the purchase of property and equipment, primarily related to the construction of the Snyder CDU, Cross Trails BESS, and the hybrid energy storage system being constructed in Calistoga, California. Additionally, the Company loaned Stoney Creek $0.5 million during the three months ended March 31, 2025.
Current wording
Cash used in investing activities for the six months ended June 30, 2025 consisted of $15.2 million for the purchase of property and equipment, primarily for the construction of the Snyder CDU, Cross Trails BESS, and the Calistoga HESS and $2.1 million of loans extended to Stoney Creek.
Previous wording
The decrease in cash used in investing activities for the three months ended March 31, 2025, compared to the same period in 2024, is due to a decrease in cash outflows for the purchase of property and equipment.
Current wording
The decrease in cash used in investing activities for the six months ended June 30, 2025, compared to the same period in 2024, was driven by lower property and equipment expenditures.
Previous wording
There have not been any changes to our critical accounting policies and estimates as compared to those disclosed under the caption Critical Accounting Policies and Use of Estimatesin Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2024 Annual Report on Form 10-K filed with the SEC on April 1, 2025.
Current wording
There have not been any changes to our critical accounting policies and estimates as compared to those disclosed under the caption Critical Accounting Estimatesin Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2024 Annual Report on Form 10-K filed with the SEC on April 1, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On March 28, 2025, the Company entered into a Tax Credit Transfer Commitment, on behalf of its wholly owned subsidiary companies, with a third-party purchaser pursuant to which the Company agreed to sell certain ITCs generated by the Calistoga Resiliency Center hybrid energy storage system, the Cross Trails BESS, and the Snyder CDU. The Tax