Energy Vault Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 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.
Sep 30, 2025 · Filed Nov 10, 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 2025-06-30; filed 2025-08-08.
0001828536-25-000107
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001828536-25-000203
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 200 previous paragraphs and 230 current paragraphs.
130 unchanged; 47 reworded; 51 added; 21 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 13 previous and 14 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 (51)
Current report
In addition to tariffs, in October 2025, the People’s Republic of China announced new export-control licensing requirements on certain lithium-ion battery cells, graphite anode materials, and high-performance battery manufacturing equipment, effective November 8, 2025. These controls are expected to further tighten the availability of battery components sourced from China and may increase lead times and costs for imports into the United States.
Current report
On August 27, 2025, the CRC HESS, a 293 MWh microgrid system enables the isolated Calistoga, California community microgrid to maintain power during safety shutoffs began commercial operations, which is supported by a contract with The Pacific Gas and Electric Company.
Current report
On October 9, 2025, Energy Vault, Inc, a wholly-owned subsidiary of the Company, entered into a Contribution Agreement with OIC and Asset Vault, which at the time was a wholly-owned subsidiary of the Company, to establish a joint venture among the Company and OIC dedicated to developing, building, owning and operating energy storage assets globally. Pursuant to the Contribution Agreement, Asset Vault issued to OIC 300 million Series A preferred units in Asset Vault in exchange for an initial cash contribution of $35.0 million and a commitment to make further cash contributions upon the satisfaction of certain conditions in an amount up to an aggregate of $300.0 million. Additionally, pursuant to the Contribution Agreement, in exchange for 1.2 billion common units of Asset Vault, Energy Vault contributed to Asset Vault:
Current report
•100% of the equity interests of Calistoga Resiliency Center Holdco, LLC;
Current report
•100% of the equity interests of Cross Trails Energy Storage Project Holdco, LLC;
Current report
•100% of the equity interests of Energy Vault Stoney Creek HoldCo Pty Ltd;
Current report
•100% of the equity interests of Energy Vault Stoney Creek Holdings Unit Trust;
Current report
•and 100% of any right, title, and interest in a certain future battery energy storage system following its acquisition by Energy Vault.
Current report
Pursuant to the Contribution Agreement, in connection with OIC’s initial contribution of $35.0 million with respect to its Series A Preferred Units, the Company issued to OIC an aggregate of 5.6 million warrants to purchase common stock of the Company at an exercise price of $4.24 per share. OIC’s warrants are entitled to a cashless exercise, are subject to a three-year holding period, and are exercisable until October 9, 2030.
Current report
On October 23, 2025, the Company acquired 100% of the membership interests of SOSA from Savion. SOSA has the rights to build a 150 MW/300 MWh BESS project located in Madison County, Texas and represents the first project formally acquired under the Company’s Asset Vault platform.
Current report
Under the membership interest purchase agreement, consideration is defined as a capacity-based purchase price equal to the project’s MWs at the commercial operate date, multiplied by a fixed per-MW rate, subject to a cap that uses the greater of 150.54 MW or the ERCOT-allowed MW discharge limit. The agreement requires (i) a closing payment at signing of $4.7 million and (ii) a true-up within 30 days after the project’s COD based on Project Capacity as of COD. If the Project Capacity increases after COD, an additional payment is due within 30 days, subject to an aggregate 150 MW limit for that post-COD true-up. If the COD calculation is negative, no payment is due and no refund is owed.
Current report
Assuming project capacity of 150 MW at COD, the capacity-based purchase price would be $5.7 million if COD occurs after June 1, 2026 and $6.3 million if COD occurs on or before June 1, 2026. After applying the $4.7 million payment made at closing, the additional amount payable within 30 days after COD would therefore be approximately $1.0 million or $1.6 million, respectively. The ultimate amount will depend on Project Capacity at COD and COD timing.
Current report
Concurrently with the SOSA acquisition, the Company entered into equipment purchase agreements with Savion to acquire specific project equipment for aggregate fixed consideration of $3.4 million.
Current report
Provision for (Benefit from) Credit Losses
Current report
Depreciation, Amortization, and Accretion Expense (Excluding Amounts Included in Cost of Revenue)
Current report
Depreciation, amortization, and accretion expense consists of depreciation associated with property and equipment (excluding energy storage system depreciation which is included in cost of revenue), amortization of intangible assets, and accretion of an asset retirement obligation.
Current report
Gross profit for the quarter ended September 30, 2025 was $9.0 million, an increase of $8.5 million from $0.5 million for the same period in 2024. The increase primarily reflects higher contributions from energy storage product sales and lower warranty expenses versus the prior-year period, including a favorable adjustment in the current quarter from a change in estimated warranty costs.
Current report
Gross profit for the nine months ended September 30, 2025 was $16.4 million, an increase of $12.8 million from $3.6 million for the same period in 2024. The increase primarily reflects higher contributions from energy storage product sales, higher-margin IP licensing revenue, and lower warranty expenses versus the prior-year period, including a favorable adjustment in the current period from a change in estimated warranty costs.
Current report
Gross profit margin decreased to 27.0% for the quarter ended September 30, 2025 from 40.3% in the same period in 2024, primarily reflecting a shift in mix to lower-margin energy storage product sales in the current quarter versus higher-margin service revenue in the prior-year period.
Current report
Gross profit margin increased to 32.6% for the nine months ended September 30, 2025 from 28.3% in the same period in 2024, primarily reflecting a higher mix of IP licensing revenue in 2025, which carries no associated cost of revenue, and lower warranty expenses versus the prior-year period, including a favorable adjustment in the current period from a change in estimated warranty costs.
Current report
Provision for (Benefit from) Credit Losses
Current report
Benefit from credit losses for the quarter ended September 30, 2025 was $0.1 million, an improvement of $1.9 million, compared to a provision for credit losses of $1.9 million for the same period in 2024. During the quarter ended September 30, 2024, the Company increased its allowance for credit losses related to the Company’s refundable contribution contract asset and customer financing receivable.
Current report
Depreciation, Amortization, and Accretion Expense (Excluding Amounts Included in Cost of Revenue)
Current report
Depreciation, amortization, and accretion expense (excluding amounts included in cost of revenue) was $0.3 million for both the quarter ended September 30, 2025 and September 30, 2024. Depreciation, amortization, and accretion expense (excluding amounts included in cost of revenue) for the nine months ended September 30, 2025 was $1.1 million, an increase of $0.3 million from $0.8 million for the same period in 2024.
Current report
Interest expense for the quarter ended September 30, 2025 was $2.8 million, an increase of $2.7 million from $43 thousand for the same period in 2024. Interest expense for the nine months ended September 30, 2025 was $5.4 million, an increase of $5.3 million from $0.1 million for the same period in 2024.
Current report
Interest income for the quarter ended September 30, 2025 was $0.2 million, a decrease of $1.2 million from $1.4 million for the same period in 2024. Interest income for the nine months ended September 30, 2025 was $0.8 million, a decrease of $4.2 million from $5.0 million for the same period in 2024.
Current report
Other expense, net for the quarter ended September 30, 2025 was $1.1 million, an increase of $0.2 million from $0.9 million for the same period in 2024. Other expense, net for the quarter ended September 30, 2025 primarily reflects $1.2 million in costs related to selling shares under the Hudson Equity Purchase Agreement and $0.4 million in foreign exchange losses, partially offset by a $0.4 million gain on the sale of R&D equipment. Other expense, net for the quarter ended September 30, 2024 primarily reflects a $0.8 million loss related to the change in the value of Company’s conversion option in DG Fuels and $0.2 million in foreign exchange losses.
Current report
The Company’s Convertible Debentures restrict the Company from selling shares under the Hudson and Helena Equity Purchase Agreements unless the Investor provides consent.
Current report
Cross Trails Senior Note
Current report
The Cross Trails Senior Note is structured as a single-draw term loan, with the full amount funded on July 23, 2025. The borrowing bears interest, at the Company’s election, at (i) the ABR plus 5.00% or (ii) the term SOFR plus 6.00%. Principal and interest are payable semi-annually, with installments due each February 28 and August 31, beginning on February 28, 2026. The Cross Trails Senior Note matures on July 23, 2032.
Current report
Sale of Future Receipts
Current report
On August 29, 2025, the Company, together with Energy Vault, Inc., its wholly-owned subsidiary entered into an agreement of sale of future receipts with Cedar. Cedar paid a purchase price of $5.0 million, from which $0.5 million of origination fees were deducted, resulting in net proceeds of $4.5 million. Under the agreement, the Sellers remit to Cedar $0.2 million per week, or approximately 27.0% of future receivables collections, until Cedar has received an aggregate amount equal to (i) $5.1 million if fully repaid within 30 days of funding, (ii) $5.2 million if fully repaid after 30 days but within 60 days of funding, or (iii) $6.3 million if not fully repaid within 60 days of funding.
Current report
The Company did not fully repay the Cedar Arrangement within 60 days of funding, therefore the applicable aggregate amount to be remitted to Cedar will be $6.3 million. Through September 30, 2025, the Company had remitted $0.5 million to Cedar, with $5.8 million remaining.
Current report
On September 2, 2025, the Sellers entered into an agreement of sale of future receipts with UFS. UFS paid a purchase price of $1.0 million, from which $0.1 million of origination fees were deducted, resulting in net proceeds of $0.9 million. Under the agreement, the Sellers remit to UFS $35 thousand per week, or approximately 4.9% of future receivables collections, until UFS has received an aggregate amount equal to (i) $1.0 million if fully repaid within 30 days of funding, (ii) $1.0 million if fully repaid after 30 days but within 60 days of funding, or (iii) $1.3 million if not fully repaid within 60 days of funding.
Current report
The Company fully repaid the UFS Arrangement on November 4, 2025, which was within 60 days of funding, therefore the applicable aggregate amount remitted was $1.0 million. Through September 30, 2025, the Company had remitted $0.1 million to UFS, with $0.9 million remaining.
Current report
On September 4, 2025, the Sellers entered into an agreement of sale of future receipts with Reliance. Reliance paid a purchase price of $1.5 million, from which $0.2 million of origination fees were deducted, resulting in net proceeds of $1.3 million. Under the agreement, the Sellers remit to Reliance $0.1 million per week, or approximately 1.0% of future receivables collections, until Reliance has received an aggregate amount equal to (i) $1.5 million if fully repaid within 30 days of funding, (ii) $1.6 million if fully repaid after 30 days but within 60 days of funding, or (iii) $1.9 million if not fully repaid within 60 days of funding.
Current report
The Company fully repaid the Reliance Arrangement on November 4, 2025, which was within 60 days of funding, therefore the applicable aggregate amount remitted was $1.6 million. Through September 30, 2025, the Company had remitted $0.2 million to Reliance, with $1.4 million remaining.
Current report
Convertible Debentures
Current report
On September 22, 2025, the Company entered into a Purchase Agreement with an Investor pursuant to which the Company agreed to issue senior unsecured Convertible Debentures in multiple tranches with an aggregate principal amount of up to $50.0 million. The initial tranche of $30.0 million was funded at closing and net proceeds were $29.1 million after deductions for an original issue discount and origination fees. The proceeds are to be used for general corporate working capital and to support storage project development, construction, and related growth initiatives.
Current report
The Convertible Debentures were issued at 97% of par, bear interest at 7.0% per annum (18.0% upon an uncured event of default), and mature on March 22, 2027. Beginning on the 65th day after the applicable closing and monthly thereafter, scheduled installments of principal and accrued interest are due as follows (per $10.0 million of original principal): $0.4 million on the first Payment Date, $0.6 million on each of the next 13 Payment Dates, $0.8 million on the next Payment Date, and $1.0 million at maturity.
Showing the first 40 of 51 passages. Open the source sections for the rest.
Removed paragraphs (21)
Previous report
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 report
Provision for Credit Losses
Previous report
Depreciation and Amortization Expense
Previous report
Depreciation and amortization expense consists of costs associated with property and equipment, and amortization of intangibles. We expect to invest in additional property, equipment, and other assets as we construct and own energy storage systems, which will result in additional depreciation expense in the future.
Previous 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.
Previous 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.
Previous report
Provision for Credit Losses
Previous 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.
Previous report
Depreciation and Amortization Expense
Previous 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.
Previous 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.
Previous 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.
Previous report
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 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.
Previous report
The exercise price for our private warrants is $11.50 per warrant, subject to certain specified adjustments. To the extent that the price of our common stock exceeds $11.50 per share, it is more likely that our private warrant holders will exercise their warrants. To the extent that the price of our common stock declines, including a decline below $11.50 per share, it is less likely that our private warrant holders will exercise their warrants.
Previous report
Principal and interest are payable semi-annually, with installments due each February 28 and August 31. The first principal payment of $12.9 million is due on August 31, 2025, with subsequent payments as set forth in the financing agreement. A final balloon payment of $7.0 million is due at maturity on April 4, 2032.
Previous 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.
Previous report
Cross Trails Senior Notes
Previous report
The Cross Trails Senior Note was issued net of a $0.3 million financing fee, resulting in gross proceeds of $17.6 million. After deducting debt issuance costs, net proceeds totaled $14.7 million. Upon issuance of the note, $7.2 million of the proceeds became unrestricted for general use and $7.5 million of the proceeds remained restricted to satisfy minimum reserve requirements.
Previous report
Cash used in investing activities was $17.3 million for the six months ended June 30, 2025, compared to $20.8 million, for the same period in 2024
Previous report
Cash provided by financing activities was $32.1 million for the six months ended June 30, 2025, compared to $0.4 million for the six months ended June 30, 2024.
Reworded paragraphs (47)
Previous wording
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 wording
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. On August 12, 2025, the U.S. and China agreed to extend the temporary tariff suspension for another 90 days, postponing the scheduled jump in reciprocal tariffs. Under this extension, Chinese-origin goods remain subject to an approximately 30% tariff (versus the previously threatened approximately 145%), and U.S. goods remain subject to an approximate 10% tariff from China. Notwithstanding the extension, the agreement is time-limited and remains subject to numerous conditions. Importantly for our supply chain, the November 10, 2025 expiration date of this extension means that the previously elevated duty levels could resume unless a longer-term deal is reached.
Previous wording
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 wording
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 U.S. Supreme Court is scheduled to begin hearing oral arguments on November 5, 2025, with a ruling on the challenges potentially expected at the end of 2025. The legal and political ambiguity surrounding the status of these tariffs further complicates our ability to forecast costs and secure long-term sales contracts. Further, the Company continues to monitor these trade and legal developments closely, as their resolution could have a material impact on our financial results.
Previous wording
On April 16, 2025, the Company was notified by the NYSE that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period. The notice did not result in the immediate delisting of the Company’s common stock from the NYSE. Under NYSE rules, Energy Vault has a period of six months from receipt of the notice to regain compliance with the NYSE minimum stock price listing requirement. The Company intends to consider available alternatives, subject to stockholder approval, to cure the stock price non-compliance. Under the NYSE’s rules, if Energy Vault determines that it will cure the stock price deficiency by taking an action that will require stockholder approval, the price condition will be deemed cured if the average closing price exceeds $1.00 per share over a 30-day trading period and the Company has a closing share price of at least $1.00 on the last day of the cure period. Energy Vault’s common stock will continue to be listed and trade on the NYSE during this cure period.
Current wording
On April 16, 2025, the Company was notified by the NYSE that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period. On September 3, 2025, the Company received written notice from the NYSE stating that the Company regained compliance with the minimum continued listing criteria set forth in Section 802.01C of the NYSE Listed Company Manual, based upon an average share price for the trailing 30-consecutive trading days above $1.00.
Previous wording
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 wording
On August 5, 2025, the Company completed the acquisition of Stoney Creek for total purchase consideration of AUD 4.3 million (or approximately $2.9 million), consisting of the settlement of the Company’s loan receivable and accrued interest due from Stoney Creek, plus transaction costs incurred for the acquisition. 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 to be located in Narrabri, New South Wales, Australia.
Previous wording
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 wording
The Company enters into tolling and power purchase 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.
Previous wording
Cost of revenue primarily consists of product costs, materials and supplies, and costs associated with subcontractors, direct labor, and product warranties. Product costs include the cost of purchased equipment, as well as tariffs and shipping costs directly attributable to that equipment.
Current wording
Cost of revenue primarily consists of product costs, materials and supplies, depreciation and amortization, and costs associated with subcontractors, direct labor, and product warranties. Product costs include the cost of purchased equipment, as well as tariffs and shipping costs directly attributable to that equipment.
Previous 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.
Current wording
Provision for (benefit from) 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.
Previous wording
Consolidated Comparison of Three and Six Months Ended June 30, 2025 to June 30, 2024
Current wording
Consolidated Comparison of Three and Nine Months Ended September 30, 2025 to September 30, 2024
Previous 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):
Current wording
The Company recognized revenue for the product and service categories as follows for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):
Previous wording
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 wording
Revenue for the quarter ended September 30, 2025 was $33.3 million, an increase of $32.1 million from $1.2 million for the same period in 2024. The increase was driven by a $30.9 million increase in energy storage product sales, reflecting the ramp-up of the Company’s EPC projects in Australia in 2025. In addition, the Cross Trails BESS and CRC HESS commenced commercial operations in 2025, contributing $1.1 million of tolling and PPA revenue. In the comparable 2024 quarter, the Company’s EPC projects were either substantially complete or in early stages, resulting in minimal revenue.
Previous wording
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 wording
Revenue for the nine months ended September 30, 2025 was $50.4 million, an increase of $37.6 million from $12.7 million in the same period in 2024. The increase reflects a $32.9 million increase in energy storage product sales due to the ramp-up of the Company’s EPC projects in Australia in 2025, a $3.2 million increase in IP licensing revenue following the B-Vault licensing agreement executed in the first quarter of 2025, and $1.5 million of tolling and PPA revenue from the Cross Trails BESS and CRC HESS, which both began commercial operations in 2025.
Previous 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.
Current wording
Revenue from two customers accounted for 70% and 23% of total revenue, respectively, for the three months ended September 30, 2025 and revenue from two customers accounted for 64% and 15% of total revenue, respectively, for the nine months ended September 30, 2025. Revenue from two customers accounted for 51% and 35% of total revenue, respectively, for the three months ended September 30, 2024 and revenue from two customers accounted for 59% and 38% of total revenue, respectively, for the nine months ended September 30, 2024.
Previous wording
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 wording
Cost of revenue for the quarter ended September 30, 2025 was $24.3 million, an increase of $23.6 million from $0.7 million for the same period in 2024. The increase was driven by higher EPC project costs as Australian EPC activity accelerated during the quarter and by the commencement of depreciation for the Cross Trails BESS and CRC HESS placed into service in 2025.
Previous wording
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 wording
Cost of revenue for the nine months ended September 30, 2025 was $34.0 million, an increase of $24.8 million from $9.1 million for the same period in 2024. The increase was driven by higher EPC project costs as Australian EPC activity accelerated during the period and by the commencement of depreciation for the Cross Trails BESS and CRC HESS placed into service in 2025.
Previous wording
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 wording
Sales and marketing expenses for the quarter ended September 30, 2025 were $3.2 million, a decrease of $1.1 million from $4.3 million for the same period in 2024. The decrease reflects cost-control measures and lower S&M headcount, which together reduced personnel-related expenses by $0.6 million, external marketing and public relation costs by $0.3 million, and consulting fees by $0.1 million.
Previous wording
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 wording
Sales and marketing expenses for the nine months ended September 30, 2025 were $10.5 million, a decrease of $2.9 million from $13.4 million for the same period in 2024. The decrease reflects cost-control measures and lower S&M headcount, which together reduced personnel-related expenses by $1.4 million, consulting fees by $0.6 million, and external marketing and public relations costs by $0.6 million.
Previous 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.
Current wording
Research and development expenses for the quarter ended September 30, 2025 were $3.4 million, a decrease of $2.3 million from $5.7 million for the same period in 2024. The decrease reflects cost-control measures and lower R&D headcount, which reduced personnel-related expenses by $1.5 million and engineering and development costs by $0.5 million.
Previous wording
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 wording
Research and development expenses for the nine months ended September 30, 2025 were $11.3 million, a decrease of $8.4 million from $19.6 million for the same period in 2024. The decrease reflects cost-control measures and lower R&D headcount, which reduced personnel-related expenses by $5.8 million, engineering and development costs by $1.4 million, and software costs by $0.5 million.
Previous wording
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 wording
General and administrative expenses for the quarter ended September 30, 2025 were $19.8 million, an increase of $4.4 million from $15.4 million for the same period in 2024. The increase reflects higher personnel-related costs of $2.7 million due to expanded G&A headcount, a $1.6 million increase in legal and professional fees primarily due to the Dorado Goose Warrants, and a $0.6 million increase in project development costs associated with the Company’s shift toward an own-and-operate business model. These increases were partially offset by a $0.4 million decrease in office-related costs.
Previous wording
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 wording
General and administrative expenses for the nine months ended September 30, 2025 were $56.4 million, an increase of $9.8 million from $46.6 million for the same period in 2024. The increase reflects higher personnel-related costs of $6.8 million due to expanded G&A headcount, a $2.0 million increase in legal and professional fees, a $0.6 million increase in project development costs, and a $0.5 million increase in software costs.
Previous wording
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 wording
Provision for credit losses for the nine months ended September 30, 2025 was $3.8 million, an increase of $1.5 million from $2.2 million for the same period in 2024. The increase relates to the Company increasing its allowance for credit losses related to the customer financing receivable and the DG Fuels convertible note in the current year.
Previous wording
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 wording
The increase in interest expense for the three and nine months ended September 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.
Previous wording
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 wording
The decrease in interest income for three and nine months ended September 30, 2025 reflects lower average interest-bearing cash balances compared to the same periods in 2024.
Previous 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.
Current wording
Other expense, net for nine months ended September 30, 2025 was $3.7 million, a change of $4.5 million from other income, net of $0.7 million for the same period in 2024. Other expense, net for the nine months ended September 30, 2025 primarily reflects $2.1 million in costs related to selling shares under the Hudson Equity Purchase Agreement and a $1.4 million loss on early debt extinguishment, partially offset by a $0.4 million gain on the sale of R&D equipment. Other income, net for the nine months ended September 30, 2024 primarily reflects a $1.5 million gain recognized on the derecognition of a related-party contract liability, partially offset by a $0.8 million loss related to the change in the value of Company’s conversion option in DG Fuels and $0.3 million in foreign exchange losses.
Previous wording
Since inception, Energy Vault has financed its net cash used in operating and investing activities primarily through the issuance and sale of equity, as well as proceeds from the reverse recapitalization and private investment in public equity transaction completed in 2022.
Current wording
Since inception, Energy Vault has financed its net cash used in operating and investing activities primarily through the issuance and sale of equity, proceeds from the reverse recapitalization and private investment in public equity transaction completed in 2022, and debt financings.
Previous 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.
Current wording
As part of our ongoing business operations, the Company had a sales backlog of $919.7 million as of September 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
Energy Vault has historically incurred negative operating cash flows and operating losses and may continue to incur operating losses in the future. The Company may seek to raise additional capital through combinations of equity and/or debt financings, subject to prevailing market conditions. Issuance of equity securities could result in dilution to existing stockholders and may include rights, preferences, or privileges senior to those of the Company’s common stock. Separately, the Company has announced its intention to raise preferred equity in connection with project-specific financing vehicles. These vehicles are expected to be non-dilutive to common stockholders and would be directly tied to individual project cash flows.
Current wording
Energy Vault has historically incurred negative operating cash flows and operating losses and may continue to incur operating losses in the future. The Company may seek to raise additional capital through combinations of equity and/or debt financings, subject to prevailing market conditions. Issuance of equity securities could result in dilution to existing stockholders and may include rights, preferences, or privileges senior to those of the Company’s common stock. Separately, the Company has raised and expects to continue to raise preferred equity in connection with project-specific financing vehicles. These vehicles are expected to be non-dilutive to common stockholders and would be directly tied to individual project cash flows.
Previous wording
The Company has raised funds through debt financing secured by one project owned by the Company, and the resulting debt ranks senior to the Company’s common equity. If the Company raises additional funds through the issuance of debt securities, such instruments could also rank senior to common equity and may include covenants or terms that impose significant restrictions on operations. Volatility in the credit markets and broader financial services sector could impact the availability and cost of both debt and equity financing in the future.
Current wording
The Company has raised funds through unsecured debt financings and through debt financings secured by the energy storage systems we own. The Company’s debt ranks senior to the Company’s common equity. If the Company raises additional funds through the issuance of debt securities, such instruments could also rank senior to common equity and may include covenants or terms that impose significant restrictions on operations. Volatility in the credit markets and broader financial services sector could impact the availability and cost of both debt and equity financing in the future.
Previous wording
Management believes that its cash, cash equivalents, and restricted cash on hand as of the filing date of this Quarterly Report will be sufficient to fund our operating activities for at least the next twelve months without regard to any cash proceeds we may receive in the future upon the exercise of our private warrants.
Current wording
Management believes that its cash, cash equivalents, and restricted cash on hand as of the filing date of this Quarterly Report will be sufficient to fund our operating activities for at least the next twelve months without regard to any cash proceeds we may receive in the future upon the exercise of outstanding warrants.
Previous 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.
Current 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. 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 $40.6 million, net of fees, across all three projects. On July 18, 2025, the Company’s wholly-owned subsidiaries related to the Calistoga Resiliency Center entered into a Tax Credit Purchase Agreement with Vitol, Inc. for the sale of certain ITCs generated at the Calistoga Resiliency Center.
Previous wording
ATM Facility and Equity Purchase Agreements
Current wording
At-the-Market Facility and Equity Purchase Agreements
Previous wording
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 wording
During the nine months ended September 30, 2025, the Company received proceeds of $6.8 million from the sale of common stock under the Hudson Equity Purchase Agreement.
Previous wording
On March 31, 2025, CRC, a wholly-owned subsidiary of the Company, entered into a $27.8 million credit agreement with Jefferies, as administrative agent, collateral agent, and lender. The CRC Bridge Loan was intended to provide interim financing until long-term debt could be arranged. The CRC Bridge Loan carried a 9.5% annual interest rate and had a scheduled maturity date of April 23, 2025. After deducting closing fees, net proceeds totaled $26.8 million. The loan proceeds were included in the line item, restricted cash, current portion in the condensed consolidated balance sheet as of March 31, 2025.
Current wording
On March 31, 2025, CRC, a wholly-owned subsidiary of the Company, entered into a $27.8 million credit agreement with Jefferies, as administrative agent, collateral agent, and lender. The CRC Bridge Loan was intended to provide interim financing until long-term debt could be arranged. The CRC Bridge Loan carried a 9.5% annual interest rate and had a scheduled maturity date of April 23, 2025. After deducting closing fees, net proceeds totaled $26.8 million. On April 4, 2025, the Company refinanced the full outstanding balance of the CRC Bridge Loan through the issuance of $27.8 million in CRC Senior Notes (as described below).
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 gross proceeds of $27.6 million. After deducting debt issuance costs, net proceeds totaled $23.2 million.
Current wording
On April 4, 2025, CRC issued $27.8 million of 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.
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.
Current wording
Principal and interest are payable semi-annually, with installments due each February 28 and August 31. 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
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 wording
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 net 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.
Previous wording
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 wording
The Cross Trails Senior Note provides for a senior secured term loan facility in an aggregate principal amount of approximately $17.8 million. After origination costs were deducted from the loan proceeds by the lender, net proceeds from the Cross Trails Senior Note were $17.6 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.
Previous 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.
Current wording
Our cash equivalents are highly liquid investments purchased with an original or remaining maturities of three months or less.
Previous 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.
Current wording
Our principal commitments as of September 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 September 30, 2025 totaled approximately $4.0 million.
Previous 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.
Current wording
Cash provided by operating activities was $0.9 million for the nine months ended September 30, 2025, compared to cash used in operating activities of $21.0 million for the same period in 2024.
Showing the first 40 of 47 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
However, there is no assurance that this de-escalation will continue beyond November 2025, or that a long-term agreement will be reached. The potential for tariffs to be fully reinstated following this period continues to represent a significant risk and creates substantial uncertainty in our supply-chain sourcing and pricing models.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (2)
Previous report — wording carried 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
Previous report — wording carried elsewhere
On April 4, 2025, the Company refinanced the full outstanding balance of the CRC Bridge Loan through the issuance of $27.8 million in CRC Senior Notes (as described below).