Energy Vault Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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FY2025 · Filed Mar 18, 2026
NRGV$3.53-2.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) The financial statements filed as part of this Annual Report are listed in Item 8 of this Annual Report.
(a)(2) No financial statement schedules are required to be filed as part of this Annual Report because all such schedules have been omitted. Such omission has been made on the basis that information provided in the financial statements, or in the related notes thereto, in Item 8 of this Annual Report or is not required to be filed as the information is not applicable.
(a)(3) The exhibits listed on the Exhibit Index to this Annual Report are incorporated herein by reference.
Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Document | Schedule/Form | File Number | Exhibit Number | Filing Date |
| 3.1 | Amended and Restated Bylaws of Energy Vault Holdings, Inc. | 8-K | 001-39982 | 3.1 | February 14, 2022 |
| 3.2 | Amended and Restated Certificate of Incorporation of Energy Vault Holdings, Inc. | 8-K | 001-39982 | 3.2 | February 14, 2022 |
| 4.1 | Description of Securities | 10-K | 001-39982 | 4.1 | March 12, 2024 |
| 4.2 | Warrant to Purchase Common Stock, issued to Dorado Goose LLC on August 18, 2025 | 10-Q | 001-39982 | 4.1 | November 10, 2025 |
| 4.3 | Convertible Debenture, dated September 22, 2025, between Energy Vault Holdings, Inc. and YA II PN, LTD. | 10-Q | 001-39982 | 4.2 | November 10, 2025 |
| 4.4 | Form of Warrant to Purchase Common Stock, issued to OIC Structured Equity Fund I AUS, L.P, on October 9, 2025 | 10-Q | 001-39982 | 4.3 | November 10, 2025 |
| 4.5 | Form of Warrant to Purchase Common Stock, issued to OIC Structured Equity Fund I GPFA, L.P, on October 9, 2025 | 10-Q | 001-39982 | 4.4 | November 10, 2025 |
| 4.6 | Form of Warrant to Purchase Common Stock, issued to OIC Structured Equity Fund I, L.P, on October 9, 2025 | 10-Q | 001-39982 | 4.5 | November 10, 2025 |
| 4.7 | Convertible Debenture, dated December 30, 2025, between Energy Vault Holdings, Inc. and YA II PN, LTD. | S-3 | 001-39982 | 4.2 | January 9, 2026 |
| 4.8 | Amended and Restated Convertible Debenture, dated February 11, 2026, between Energy Vault Holdings, Inc. and YA II PN, LTD. | 8-K | 001-39982 | 4.1 | February 11, 2026 |
| 4.9 | Amended and Restated Convertible Debenture, dated February 11, 2026, between Energy Vault Holdings, Inc. and YA II PN, LTD. | 8-K | 001-39982 | 4.2 | February 11, 2026 |
| 4.10 | Amended and Restated Convertible Debenture, dated February 11, 2026, between Energy Vault Holdings, Inc. and YA II PN, LTD. | 8-K | 001-39982 | 4.3 | February 11, 2026 |
| 4.11 | Indenture, by and among Energy Vault Holdings, Inc. and U.S. Bank Trust Company, National Association, dated February 17, 2026 | 8-K | 001-39982 | 4.1 | February 18, 2026 |
| 10.1 | Amended and restated Registration Rights Agreement, by and among the Company and certain stockholders and equity holders of the Company | 8-K | 001-39982 | 10.2 | February 14, 2022 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Document | Schedule/Form | File Number | Exhibit Number | Filing Date |
| 10.2 | Sponsor Restricted Stock Agreement by and among Novus, Novus Initial Stockholders and Energy Vault | 8-K | 001-39982 | 10.5 | February 14, 2022 |
| 10.3 | Note Purchase Agreement, dated April 4, 2025, by and between Calistoga Resiliency Center, LLC and Eagle Point Credit Management, LLC | 10-Q | 001-39982 | 10.4 | May 13, 2025 |
| 10.4 | Equity Purchase Agreement, dated March 31, 2025, by and between Energy Vault Holdings, Inc. and Hudson Global Ventures, LLC | 10-Q | 001-39982 | 10.5 | May 13, 2025 |
| 10.5 | Form of Credit Agreement, dated May 12, 2025, by and between Energy Vault Holdings, Inc. and Crescent Cove Opportunity Lending, LLC | 10-Q | 001-39982 | 10.6 | May 13, 2025 |
| 10.6 | Equity Purchase Agreement, dated August 6, 2025, by and between Energy Vault Holdings, Inc. and Helena Global Investment Opportunities I LTD | 10-Q | 001-39982 | 10.4 | August 8, 2025 |
| 10.7 | Credit Agreement, dated as of July 23, 2025, by and among Cross Trails Energy Storage Project, LLC, Wilmington Trust, National Association, as administrative agent and collateral agent, and each of the lenders party thereto | 8-K | 001-39982 | 10.1 | July 28, 2025 |
| 10.8 | Standard Merchant Cash Advance Agreement, dated August 28, 2025, by and between Energy Vault Holdings, Inc., Energy Vault Inc., and Cedar Advance LLC. | 10-Q | 001-39982 | 10.6 | November 10, 2025 |
| 10.9 | Securities Purchase Agreement, dated September 22, 2025, between Energy Vault Holdings, Inc. and YA II PN, LTD. | 10-Q | 001-39982 | 10.7 | November 10, 2025 |
| 10.10 | Registration Rights Agreement, dated September 22, 2025, between Energy Vault Holdings, Inc. and YA II PN, LTD. | 10-Q | 001-39982 | 10.8 | November 10, 2025 |
| 10.11 | Tax Credit Purchase Agreement, dated July 18, 2025, by and between Calistoga Resiliency Center, LLC, Calistoga Resiliency Center HoldCo, and Vitol Inc. | 10-Q | 001-39982 | 10.9 | November 10, 2025 |
| 10.12 | Amended and Restated Limited Liability Company Agreement of Asset Vault, LLC, dated October 9, 2025 | 10-Q | 001-39982 | 10.10 | November 10, 2025 |
| 10.13 | Contribution and Purchase Agreement, by and among Energy Vault, Inc., OIC Structured Equity Fund I, L.P., OIC Structured Equity Fund I AUS, L.P., OIC Structured Equity Fund I GPFA, L.P. and Asset Vault, LLC | 10-Q | 001-39982 | 10.11 | November 10, 2025 |
| 10.14 | First Amendment to Securities Purchase Agreement, dated December 30, 2025, by and between Energy Vault Holdings, Inc. and YA II PN, LTD. | S-3 | 001-39982 | 10.2 | January 9, 2026 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Document | Schedule/Form | File Number | Exhibit Number | Filing Date |
| 10.15 | Amended and Restated Registration Rights Agreement, dated December 30, 2025, by and between Energy Vault Holdings, Inc. and YA II PN, LTD. | S-3 | 001-39982 | 10.3 | January 9, 2026 |
| 10.16 | Form of Capped Call Transactions | 8-K | 001-39982 | 10.1 | February 18, 2026 |
| 10.17# | Offer Letter, dated November 11, 2022, by and between Energy Vault Holdings, Inc. and Robert Piconi | 10-Q | 001-39982 | 10.1 | November 14, 2022 |
| 10.18# | Offer Letter, dated as of April 4, 2024, by and between Michael T. Beer and Energy Vault Holdings, Inc | 8-K | 001-39982 | 10.1 | April 4, 2024 |
| 10.19# | Employment Agreement by and between Energy Vault, Inc. and Akshay Ladwa, dated as of October 6, 2023 | 10-Q | 001-39982 | 10.1 | May 8, 2024 |
| 10.20# | Employment Agreement by and between Energy Vault, Inc. and Christopher Wiese, dated as of November 10, 2022 | 10-K | 001-39982 | 10.8 | April 1, 2025 |
| 10.21# | Retention Bonus Agreement by and between Energy Vault Holdings, Inc. and Robert Piconi, dated as of April 5, 2024 | 10-Q | 001-39982 | 10.2 | May 8, 2024 |
| 10.22# | Retention Bonus Agreement by and between Energy Vault Holdings, Inc. and Akshay Ladwa, dated as of April 5, 2024 | 10-Q | 001-39982 | 10.3 | May 8, 2024 |
| 10.23# | Energy Vault Holdings, Inc. 2022 Equity Incentive Plan | 10-Q | 001-39982 | 10.4 | November 14, 2022 |
| 10.24# | 2022 Employment Inducement Award Plan | 10-Q | 001-39982 | 10.5 | May 16, 2022 |
| 10.25# | 2025 Employment Inducement Award Plan | 10-Q | 001-39982 | 10.1 | May 13, 2025 |
| 10.26# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2022 Employment Inducement Award Plan | 10-Q | 001-39982 | 10.6 | November 14, 2022 |
| 10.27# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2022 Employment Inducement Award Plan | 10-Q | 001-39982 | 10.7 | November 14, 2022 |
| 10.28# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2022 Equity Incentive Plan | 10-Q | 001-39982 | 10.8 | November 14, 2022 |
| 10.29# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2022 Equity Incentive Plan | 10-Q | 001-39982 | 10.9 | November 14, 2022 |
| 10.30# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2017 Stock Incentive Plan | 10-K | 001-39982 | 10.10 | March 12, 2024 |
| 10.31# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Stock Plan | 10-K | 001-39982 | 10.11 | March 12, 2024 |
| 10.32#** | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2025 Employment Inducement Award Plan | ||||
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Document | Schedule/Form | File Number | Exhibit Number | Filing Date |
| 10.33#** · Form of Indemnity Agreement | |||||
| 10.34 | Non-Employee Director Compensation Policy | 10-K | 001-39982 | 10.14 | April 13, 2023 |
| 10.35** | Schedule of Director Indemnification Agreements Identical in All Material Respects to the Form of Director and Officer Indemnification Agreement Filed as Exhibit 10.33 to this Annual Report pursuant to Instruction 2 to Item 601 of Regulation S-K | ||||
| 19.1 | Energy Vault Holdings, Inc. Insider Trading Policy | 10-K | 001-39982 | 19.1 | April 1, 2025 |
| 21.1** | List of Subsidiaries of Energy Vault Holdings, Inc. | ||||
| 23.1** | Consent of Independent Registered Public Company Accounting Firm | ||||
| 31.1** | Certification of Principal Executive Officer required under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended | ||||
| 31.2** | Certification of Chief Financial Officer required under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended | ||||
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97 | Policy Relating to Recovery of Erroneously Awarded Compensation | 10-K | 001-39982 | 10.10 | March 12, 2024 |
| 101.INS** | XBRL Instance Document | ||||
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.SCH** | XBRL Taxonomy Extension Schema Document | ||||
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB** | XBRL Taxonomy Extension Labels Linkbase Document | ||||
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104** | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
** Filed herewith
^ The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filings of Energy Vault Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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