Energy Vault Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 19, 2026.
View on SEC.govAbout this filing
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.
Mar 31, 2026 · Filed May 19, 2026
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 2025-09-30; filed 2025-11-10.
0001828536-25-000203
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-19.
0001828536-26-000050
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 230 previous paragraphs and 222 current paragraphs.
97 unchanged; 54 reworded; 68 added; 79 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 14 previous and 15 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 (68)
Current report
Energy Vault is an integrated power infrastructure platform that builds, owns and operates flexible, reliable energy systems designed to accelerate time-to-power for utilities, independent power producers, industrial customers and the artificial intelligence and data center market. At the core of our platform is a technology-agnostic, software-enabled architecture that is designed to accelerate project delivery, optimize performance and drive faster time-to-revenue. Energy Vault’s integrated solutions combine energy storage, generation, and advanced energy management to deliver scalable infrastructure tailored to customer needs. Our portfolio spans short-, long-, and multi-day duration storage, engineered to enable reliability, flexibility and cost efficiency across applications.
Current report
Through this integrated model, we offer utilities, independent power producers, and large energy users solutions that may include standalone energy storage, integrated generation and storage configurations, and related power infrastructure. We manage projects across the lifecycle, from sourcing and development through permitting and interconnection, engineering and construction management, commissioning, and operations, and we provide software enabled monitoring, controls, and services intended to support asset availability, operational efficiency, and lifecycle performance.
Current report
U.S. trade policy and tariff actions have affected the cost and availability of certain inputs used in our B-VAULT products and related project delivery. Beginning February 4, 2025, the United States imposed additional duties on imports from China and Hong Kong under the International Emergency Economic Powers Act (“IEEPA”), which were increased effective March 4, 2025. In parallel, the United States imposed additional IEEPA based reciprocal duties on China origin goods in April 2025, which escalated to significantly higher levels by April 10, 2025. The United States and China subsequently announced tariff reductions and pauses beginning in mid-May 2025, and in November 2025 the United States implemented additional executive actions that (i) reduced the IEEPA fentanyl related additional duty rate on China origin imports and (ii) extended the reduced reciprocal duty framework through November 10, 2026, subject to the terms and conditions of the arrangement.
Current report
These tariff actions and related uncertainty materially affected our operations. Several third party sales projects within our backlog and developed pipeline experienced delays or cancellations due to the anticipated increase in costs associated with importing B-VAULT products from China. In addition, separate from IEEPA based duties, tariff rates under Section 301 of the Trade Act of 1974 (“Section 301 tariffs”) applicable to certain China origin products continued to evolve. For example, pursuant to U.S. Trade Representative actions finalized in 2024, the Section 301 duty rate applicable to lithium ion non electric vehicle batteries increased to 25% effective January 1, 2026. Depending on product classification and the interaction of applicable tariff programs, cumulative duty burdens can be significant and can materially affect project pricing and competitiveness.
Current report
On February 20, 2026, the U.S. Supreme Court held that IEEPA does not authorize the President to impose tariffs, and IEEPA based tariffs were invalidated. The decision does not affect Section 301 tariffs or tariffs under Section 232 of the
Current report
Trade Expansion Act of 1962. The Supreme Court decision did not address the process for obtaining refunds of IEEPA based duties previously paid, and the timing and availability of any potential duty relief remain uncertain. In response, President Trump promptly implemented a wide sweeping 10% import surcharge on goods under Section 122 of the Trade Act of 1974, which is scheduled to expire in July 2026 unless otherwise extended. These new tariffs target various categories of imports, including several raw materials used in our operations, such as core metals used in our grid-scale infrastructure. While the full scope, duration, and economic impact of these new tariffs remain uncertain, they could result in higher input costs, supply chain disruptions, and potential retaliatory measures from affected trading partners. We continue to monitor these developments closely and evaluate their potential effects on our cost structure and customer demand.
Current report
U.S. federal, state, and local authorities continue to review, implement, and modify policies, incentives, regulations, and legislation that can affect the economics and deployment of energy storage, including through tax credits, permitting and interconnection rules, and wholesale market participation frameworks. The timing, interpretation, and implementation of these programs can vary across administrations and may involve phased guidance and rulemaking over time. As a result, there can be uncertainty regarding eligibility, compliance requirements, and the timing and magnitude of benefits available to any particular project. We cannot guarantee we will realize any or all of the anticipated benefits or incentives under any such enacted regulations or legislation. These uncertainties can affect customer decision timelines, the ability to structure and finance projects, and the documentation required to support credit eligibility and monetization.
Current report
Projects may also qualify for increased credit amounts and bonus credits, subject to detailed requirements. For example, projects may be eligible for increased credit amounts where prevailing wage and apprenticeship requirements are satisfied, and certain projects may qualify for bonus credits, including domestic content, subject to applicable rules and certification requirements. The Internal Revenue Service (“IRS”) continues to publish and update guidance and resources that can affect the application of these rules to energy storage projects.
Current report
In 2025, Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which introduced additional changes and compliance considerations affecting energy related tax incentives. Among other items, the OBBBA imposed new foreign entity of concern (“FEOC”) and prohibited foreign entity (“PFE”) concepts and related restrictions that apply to technology-neutral credits under Sections 45Y and 48E of the Code (“Technology Neutral Credits”) and the advanced manufacturing credit under Section 45X of the Code, including ownership, debt, and effective control restrictions (including through the grant of rights through various agreements or licensing rights that are otherwise retained by such entities) in respect of PFEs. The OBBBA also limits the availability of Technology Neutral Credits for projects that receive material assistance from a PFE. The applicability of the FEOC/PFE restrictions is dependent on statutory effective dates and project timing, including beginning of construction dates. Legacy credits under Sections 45 and 48 of the Code for projects that began construction by December 31, 2024 are generally governed under the prior framework, subject to applicable rules, and are not subject to the FEOC/PFE restrictions. The U.S. Department of Treasury and IRS guidance in this area continues to evolve, including guidance addressing FEOC/PFE restrictions. Additional rulemaking and market practice may affect how these requirements are applied and documented. We cannot guarantee we will realize any or all of the anticipated benefits or incentives under any such enacted regulations or other guidance. We continue to monitor these developments.
Current report
Third-Party Project Delivery
Current report
Recent reliability sector publications, including the North American Electric Reliability Corporation 2025 Long Term Reliability Assessment published in January 2026, indicate that load growth expectations have increased meaningfully, with data centers, electrification, and new large industrial and manufacturing facilities among the most cited drivers of incremental demand.
Current report
In December 2025, the Australian Energy Market Operator published the Draft 2026 Integrated System Plan, which describes development pathways for the National Electricity Market through 2050. The Draft 2026 Integrated System Plan indicates that material growth in dispatchable capacity and energy storage is expected to be required to support reliability and the integration of higher levels of renewable generation over time, reflecting ongoing expansion in the market for utility scale energy storage.
Current report
Regulatory Environment and Compliance
Current report
Federal, state, and local statutes and regulations concerning electricity materially influence the market for our products and services. These requirements directly affect our owned asset business and indirectly affect our third party sales business, particularly with respect to permitting, siting, and interconnection of energy storage systems, as well as compliance with applicable codes and safety standards. Regulatory frameworks also affect how energy storage participates in wholesale markets, including market rules administered by regional transmission organizations and independent system operators and related Federal Energy Regulatory Commission oversight, which can influence dispatch, revenues, and operational requirements for storage resources.
Current report
EBOR New South Wales Project
Current report
In February 2026, our Australian development partner, Bridge Energy Pty Ltd, was awarded a 14-year Long-Term Energy Service Agreement by AusEnergy Services for the Ebor Battery Energy Storage System project in New South Wales, Australia. The 100 MW / 870 MWh project is expected to provide eight hours of dispatchable capacity and is expected to commence operations in 2028, subject to obtaining necessary contractual and regulatory approvals. We hold an exclusive option to acquire and construct the project, which will utilize our proprietary B-VAULT technology and energy management system, and will be owned and operated under our Asset Vault platform.
Current report
Strategic Development Agreement with Peak Energy
Current report
On February 9, 2026, we announced that we executed a definitive supply agreement with Peak Energy securing 1.5 gigawatt-hours of Peak Energy's U.S. manufactured sodium-ion battery systems.
Current report
Strategic Framework Agreement with Crusoe
Current report
On February 11, 2026, we announced a strategic framework agreement with Crusoe, Inc. ("Crusoe") for the phased deployment of Crusoe Spark modular data centers at Energy Vault’s technology center in Snyder, Texas. The initial program is scalable up to 25 MW of total load to be operated inside Crusoe’s proprietary Spark modular AI factory product, with planned deployments expected in 2026.
Current report
Issuance of Senior Convertible Notes
Current report
On February 17, 2026, we closed an upsized offering of $140.0 million of our 5.250% Senior Convertible Notes due 2031 (the “Senior Convertible Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offering was upsized from the previously announced offering size of $125.0 million aggregate principal amount of Senior Convertible Notes. The initial purchasers subsequently exercised their option to purchase an additional $10.0 million of Senior Convertible Notes, in a transaction that closed on February 27, 2026. Refer to “Liquidity and Capital Resources—Sources of Liquidity— Senior Convertible Notes” below for more information.
Current report
McMurtre Project
Current report
On March 24, 2026, the Company acquired rights to the McMurtre Battery Energy Storage System (“BESS”), a 175 MW / 350 MWh BESS project to be located near Dallas, Texas. The Company paid $0.3 million for the rights to the project and will owe the seller an additional $5.6 million if the project reaches the notice to proceed milestone and $1.4 million if the project reaches commercial operation.
Current report
Japan BESS Market
Current report
On April 9, 2026, the Company announced that it had entered into a binding agreement, subject to certain closing conditions, to acquire an 850 MW BESS development portfolio in Japan from a domestic energy storage developer. The portfolio includes 350 MW of advanced stage projects and 500 MW of early stage projects. The Company expects this transaction, if completed, to expand its geographic presence and support the continued execution of its Own and Operate strategy.
Current report
Issuance of Senior Secured Convertible Debentures
Current report
On May 18, 2026, we issued senior secured convertible debentures (the “Senior Secured Convertible Debentures”) in multiple tranches with an aggregate principal amount of up to $75.0 million. The initial tranche of $42.0 million will be funded at closing and net proceeds are expected to be $39.6 million after deductions for an original issue discount and origination fees. Refer to “Liquidity and Capital Resources—Sources of Liquidity— Senior Secured Convertible Debentures” below for more information.
Current report
Net bookings represent the sum of contracted bookings and contingent option bookings, net of cancellations, measured in total aggregate contract value and total MWhs. Contracted bookings are from customer contracts signed during the period. Contingent option bookings are from projects where the Company holds an enforceable exclusive purchase right and intends to exercise that right, even if the option has not been exercised as of period end.
Current report
Backlog represents (i) contracted but unrecognized revenue from third party projects and services yet to be completed, (ii) unrecognized revenue or other income from IP licensing agreements, and (iii) unrecognized revenue from tolling arrangements for projects operated by Energy Vault or affiliates, in each case, that is associated with contracted bookings and contingent option bookings (as defined above). Backlog includes contracted backlog and contingent option backlog. Contracted backlog reflects unrecognized revenue associated with binding, fully executed agreements. Contingent option backlog reflects unrecognized revenue associated with projects where the Company holds an enforceable exclusive purchase right and intends to exercise that right, even if the option has not been exercised as of period end, and is contingent on the Company exercising the applicable purchase right and subsequent project execution. If the Company does not exercise an option, or if the underlying terms or assumptions change such that inclusion is no longer appropriate, the related contingent option backlog is removed or updated in the period of change.
Current report
For the arrangement accounted for under ASC 606, fixed consideration is recognized on a straight-line basis over the contract term. For the arrangement accounted for as a lease under ASC 842, fixed consideration is recognized as operating lease revenue on a straight-line basis over the lease term and variable lease payments are recognized in the period the underlying energy is delivered.
Current report
Change in Fair Value of Financial Instruments Carried at Fair Value
Current report
Change in fair value of financial instruments carried at fair value represents a gain or loss from the change in fair value of the Company’s convertible debentures, warrant liabilities, and derivative assets and liabilities.
Current report
Other Expense, Net
Current report
Revenue for the three months ended March 31, 2026 was $21.9 million, an increase of $13.3 million from $8.5 million in the same period in 2025. The increase was primarily due to a $14.8 million increase in energy storage product sales and a $1.5 million increase in tolling and PPA revenue, partially offset by a $3.2 million decrease in IP licensing revenue. The increase in sales of energy storage products primarily related to progress on the Company’s Australian EPC projects. The increase in tolling and PPA revenue primarily related to the Company’s owned energy storage systems placed in service during the second and third quarters of 2025. The decrease in IP licensing revenue primarily reflected revenue recognized in the prior year period that did not recur in the current year period.
Current report
Cost of revenue for the three months ended March 31, 2026 was $17.1 million, an increase of $13.4 million from $3.7 million for the same period in 2025. The increase was driven by higher EPC project costs, primarily reflecting increased activity on the Company’s Australian EPC projects during the first quarter of 2026 as compared to the same period in 2025.
Current report
Gross profit for the three months ended March 31, 2026 was $4.8 million, a decrease of $0.1 million from $4.9 million for the same period in 2025. The decrease in gross profit was driven primarily by the decrease in IP licensing revenue, which had no associated cost of revenue, partially offset by an increase in gross profit from the sale of energy storage products.
Current report
General and administrative expenses for the three months ended March 31, 2026 were $21.2 million, an increase of $3.7 million from $17.5 million for the same period in 2025. The increase was driven primarily by a $1.8 million increase in legal and professional fees, a $0.7 million increase in project development costs, a $0.4 million increase in property tax and permitting fees, a $0.3 million increase in travel expenses, a $0.2 million increase in operating costs for the Snyder commercial demonstration unit (“CDU”), and a $0.2 million increase in insurance costs.
Current report
Provision for credit losses for the three months ended March 31, 2026 was $25 thousand, a change of $36 thousand from an $11 thousand benefit for the same period in 2025.
Current report
Depreciation, amortization, and accretion expense (excluding amounts included in cost of revenue) for the three months ended March 31, 2026 was $2.2 million, an increase of $1.9 million from $0.3 million for the same period in 2025. The increase primarily related to depreciation on the Snyder CDU, which was placed in service in the second half of 2025.
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Removed paragraphs (79)
Previous report
Energy Vault provides a diverse technology portfolio of turnkey energy storage platforms, including proprietary gravity, battery, and green hydrogen energy storage hardware technologies, supported by our technology-agnostic energy management system software and integration platform. In 2024, we began a multi-year transition from providing this technology portfolio solely to third parties through a build-and-transfer model or licensing model, to also taking an ownership interest in energy storage assets in select attractive markets. We believe that our experience in the build-and-transfer business, combined with our proprietary energy storage technologies and geographical footprint, uniquely positions us to build and operate storage projects with superior efficiency and reliability.
Previous report
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 report
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 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. 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 report
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.
Previous 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 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 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.
Previous report
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 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.
Previous 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.
Previous report
Development and Deployment Plan for Energy Storage Products
Previous report
According to a report from the U.S. Department of Energy in December 2024, electricity demand is forecasted to grow substantially in the United States over the next few decades. Electricity demand is expected to be driven primarily by new data centers, artificial intelligence, new manufacturing facilities, electric vehicles, and sector-wide electrification. In June 2024, the Australian Energy Market Operator (“AEMO”) released their Integrated System Plan (“ISP”), a development path to transition their national electricity market to net-zero by 2050. Between 2024 and 2050, the ISP anticipates that electricity consumption from the Australian electric grid will increase by approximately 80% and energy storage capacity will increase by approximately 1,500%.
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Increasing Deployment of Renewable Energy
Previous report
Deployment of renewable energy resources has accelerated over the last decade, and solar and wind have become a low cost energy source. Energy storage is critical to reducing the intermittency and volatility of renewable energy generation. However, there is no guarantee that the deployment of renewable energy will occur at the rate that is expected. Inflationary pressures, supply chain disruptions, geopolitical conflicts, government regulations, and other factors could result in fluctuations in demand for and deployment of renewable energy resources, adversely affecting our revenue and ability to generate profits in the future.
Previous report
Inflation
Previous report
In the markets in which we operate, there have been higher rates of inflation in recent years. If inflation continues to increase in our markets, it may increase our expenses that we may not be able to pass through to customers. It may also increase the costs of our products that could negatively impact their competitiveness.
Previous report
Government Regulation and Compliance
Previous report
Federal, state, and local government statutes and regulations concerning electricity heavily influence the market for our product and services. These statutes and regulations directly affect our owned asset business and indirectly affect our third-party sales business. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation, competition with utilities and the interconnection of customer-owned electricity generation. In the United States, governments continuously modify these statutes and regulations. Governments, often acting through state utility or public service commissions, change and adopt different rates for commercial customers on a regular basis. These changes could affect our ability to deliver cost savings to our current and future customers for the purchase of electricity.
Previous report
On March 31, 2025, the Company entered into a license and royalty agreement with a publicly listed infrastructure development company in India. The agreement is expected to accelerate the manufacturing and deployment of Energy Vault’s B-Vault BESS technology alongside the Company’s VaultOS EMS software, in the Indian market. The agreement includes upfront licensing fees paid to Energy Vault, in addition to long-term recurring royalty revenue streams.
Previous report
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 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.
Previous report
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.
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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.
Previous 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:
Previous report
•100% of the equity interests of Calistoga Resiliency Center Holdco, LLC;
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•100% of the equity interests of Cross Trails Energy Storage Project Holdco, LLC;
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•100% of the equity interests of Energy Vault Stoney Creek HoldCo Pty Ltd;
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•100% of the equity interests of Energy Vault Stoney Creek Holdings Unit Trust;
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•and 100% of any right, title, and interest in a certain future battery energy storage system following its acquisition by Energy Vault.
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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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
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Other income (expense)
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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 report
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 report
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 report
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 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.
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Reworded paragraphs (54)
Previous wording
We believe that our performance and future success depend upon several factors that present significant opportunities for us, but also pose risks and challenges including those discussed below and in Part I, Item 1A. “Risk Factors” of our 2024 Annual Report on Form 10-K filed with the SEC on April 1, 2025 and Part II, Item 1A. “Risk Factors” in this Quarterly Report.
Current wording
We believe that our performance and future success depend upon several factors that present significant opportunities for us, but also pose risks and challenges including those discussed below and in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026.
Previous 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.
Current wording
In addition to U.S. tariffs, China has implemented and proposed export control measures affecting certain upstream materials and manufacturing inputs relevant to batteries, including graphite related controls that can affect availability, lead times, and cost. In response to the evolving trade environment, we are actively exploring alternative sourcing options, including vendors with manufacturing capabilities outside of China, to mitigate tariff and trade restriction impacts. 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
Should trade tensions escalate further or if additional tariffs, trade restrictions, or retaliatory measures are implemented on our products or components originating from countries outside the U.S., our ability to source B-Vault products or sell them at competitive prices could be adversely affected. Such developments may have a material and adverse impact on our business operations, financial results, and cash flows.
Current wording
If the current tariff relief, exclusions or suspension periods expire, are not extended or are replaced with less favorable measures, or if additional tariffs, trade restrictions, export controls or retaliatory measures are implemented or reinstated, our ability to source B-VAULT products or sell them at competitive prices could be adversely affected, which could have a material adverse impact on our business, results of operations, and cash flows.
Previous 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.
Current wording
The Inflation Reduction Act (“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) of the Internal Revenue Code of 1986, as amended (the “Code”) 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
In our third-party business, we primarily rely on two models for project delivery, which are (i) EPC delivery and (ii) EEQ delivery. Under the EPC model, we generally rely on third-party EPC firms to construct our storage systems, under our supervision with dedicated teams tasked with project management. Under the EEQ model, we are responsible for the delivery of the equipment we provide, as well as resolving issues within our scope of supply.
Current wording
In our third-party business, we primarily rely on two models for project delivery, which are (i) engineering, procurement, and construction (“EPC”) delivery and (ii) engineered equipment (“EEQ”) delivery. Under the EPC model, we generally rely on third-party EPC firms to construct our storage systems, under our supervision with dedicated teams tasked with project management. Under the EEQ model, we are responsible for the delivery of the equipment we provide, as well as resolving issues within our scope of supply.
Previous wording
Our cost projections for our third-party business and for our owned projects are heavily dependent upon raw materials (such as steel), equipment (such as motors, batteries, inverters, and power electronic devices), and technical and construction service providers (such as engineering, procurement, construction firms).
Current wording
Our cost projections for our third-party business and for our owned projects are heavily dependent upon raw materials (such as steel), equipment (such as motors, batteries, inverters, and power electronic devices), and technical and construction service providers (such as engineering, procurement, construction firms). Changes in the cost or availability of these inputs, including due to tariffs, supply constraints, or inflation, can affect project pricing, delivery schedules, and margins, depending on contract terms and the timing of procurement.
Previous wording
The utility-scale energy storage industry is increasing at a rapid pace, driven by increased demand for electricity, global transitions toward renewable energy, and increased focus on grid resilience.
Current wording
The utility scale energy storage industry continues to expand, driven by increased demand for electricity, global transitions toward renewable energy, and increased focus on grid resilience.
Previous wording
Our expansion of revenue depends on the ongoing adoption of energy storage solutions by our customers and our ability to source, execute, and operate energy storage projects with attractive economics. The growth of the energy storage market that we address is primarily driven by the decreasing cost of energy storage technologies, government mandates, financial incentives to reduce GHG emissions, and efforts to enhance grid stability and efficiency. These dynamics are driving demand for increased energy storage capacity and duration.
Current wording
Our expansion of revenue depends on the ongoing adoption of energy storage solutions by our customers and our ability to source, execute, and operate energy storage projects with attractive economics. The growth of the energy storage market that we address is primarily driven by the decreasing cost of energy storage technologies, government mandates, financial incentives to reduce greenhouse gas emissions, industry-wide decarbonization objectives, and efforts to enhance grid stability and efficiency. These dynamics are driving demand for increased energy storage capacity and duration.
Previous wording
The market for our products is competitive, and we may face increased competition as new and existing competitors introduce energy storage solutions and components. Furthermore, as we expand our services and digital applications in the future, we may face other competitors including software providers and hardware manufacturers that offer software solutions. If our market share declines due to increased competition or if we are not able to compete as we expect, our revenue and ability to generate profits in the future may be adversely affected.
Current wording
The market for our products and services is competitive, and we may face increased competition as new and existing competitors introduce energy storage solutions, components, project delivery models, owned asset development platforms, AI compute infrastructure solutions, powered land, powered shell infrastructure, and related energy infrastructure solutions. Competitive dynamics in the battery energy storage market continue to be influenced by manufacturing scale, changes in battery and component pricing, vertical integration, and evolving trade and supply chain conditions, which can increase pricing pressure, compress margins, and affect delivery timelines. In addition, as we expand our Own and Operate activities through Asset Vault, we also compete with existing and emerging independent power producers, developers, and asset owners for project sites, interconnection capacity, offtake arrangements, and project financing. As we pursue opportunities involving AI compute infrastructure, powered land, powered shell infrastructure, modular data center deployments, and related energy infrastructure, we may also compete with power infrastructure developers, generation asset owners, data center developers and operators, and other participants seeking access to power, land, interconnection capacity, customers and project capital. As we expand our software and services offerings, we also face competition from software providers, original equipment manufacturers, and integrators that offer software enabled controls, optimization, and asset management solutions. If we are not able to compete effectively, if our market share declines due to increased competition, or if competition reduces margins or delays project execution, our revenue, results of operations, and ability to generate profits and cash flows could be adversely affected.
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 applicable federal, state, and 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 and our customers’ installations must be designed, constructed, and operated in compliance with applicable federal, state, and local regulations, codes, standards, guidelines, and laws. To develop, install, and operate energy storage systems, we, our customers, or our partners, as applicable, are required to obtain permits and approvals from authorities having jurisdiction, including zoning and land use approvals, building and electrical permits, fire and life safety approvals, and environmental permits where applicable. Energy storage systems typically require interconnection studies and agreements with the applicable transmission provider or local utility, and interconnection timelines and requirements may be affected by evolving interconnection processes and reforms.
Previous wording
The following tables present our key operating metrics for the periods presented (amounts in thousands):
Current wording
The following tables present our key operating metrics for the periods presented (dollar values in thousands):
Previous wording
Net bookings represent the total aggregate contract value and total MWhs to be delivered from customer contracts signed during the period (i.e., gross bookings), net of the total aggregate value and total MWhs of contracts that were cancelled during the period. The aggregate contract value includes any potential future variable payments from tolling and offtake arrangements that the Company believes are 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 bookings. Due to the long-term nature of our contracts, bookings are a key metric that allows us to understand and evaluate the growth of our Company and our estimated future revenue related to our customer contracts.
Current wording
The aggregate contract value includes any potential future variable payments from tolling and offtake arrangements that the Company believes are 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 bookings. Due to the long-term nature of our contracts, bookings are a key metric that allows us to understand and evaluate the growth of our Company and our estimated future revenue related to our customer contracts.
Previous 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.
Current wording
Backlog includes any potential future variable payments from tolling and offtake arrangements that the Company believes are 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, 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.
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 generated revenue primarily from the sale of our BESSs and from licensing our IP.
Previous 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.
Current wording
The Company enters into tolling and power purchase agreements (“PPA”) 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 Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) or a customer contract under ASC 606, Revenue from Contracts with Customers (“ASC 606”). As of March 31, 2026, two energy storage systems were operating commercially: one accounted for as an operating lease under ASC 842 and one accounted for as a customer contract under ASC 606.
Previous wording
Gross profit and gross profit margin may vary from period to period due to the timing of transferring control of significant uninstalled equipment to customers under contracts to sell energy storage systems. When control of significant uninstalled equipment is transferred to customers in a EPC project, the Company recognizes revenue in an amount equal to the cost of that equipment. The profit margin inherent in these materials is deferred until the Company fulfills its obligation to install the materials during construction of the energy storage systems. Generally, margins in an EPC project are lower in the beginning and middle stages as the equipment is delivered, and margins are higher in the later stages as the Company performs the construction, installation, and commissioning services. As a result, gross profit and gross profit margin will vary from period to period.
Current wording
Gross profit and gross profit margin may vary from period to period due to the timing of transferring control of significant uninstalled equipment to customers under contracts to sell energy storage systems. When control of significant uninstalled equipment is transferred to customers in an EPC project, the Company recognizes revenue in an amount equal to the cost of that equipment. The profit margin inherent in these materials is deferred until the Company fulfills its obligation to install the materials during construction of the energy storage systems. Generally, margins in an EPC project are lower in the beginning and middle stages as the equipment is delivered, and margins are higher in the later stages as the Company performs the construction, installation, and commissioning services. As a result, gross profit and gross profit margin will vary from period to period.
Previous wording
R&D expenses consist primarily of internal and external expenses incurred in connection with our research activities and development programs that include materials costs directly related to product development, testing and evaluation costs, construction costs including labor and transportation of material, overhead related costs and other direct expenses consisting of personnel-related expenses and consulting expenses relating to study of product safety, reliability and development. Personnel-related expenses consist of salaries, benefits, and stock-based compensation expense.
Current wording
R&D expenses consist primarily of internal and external expenses incurred in connection with our research activities and development programs that include material costs directly related to product development, testing and evaluation costs, construction costs including labor and transportation of material, overhead related costs and other direct expenses consisting of personnel-related expenses and consulting expenses relating to study of product safety, reliability and development. Personnel-related expenses consist of salaries, benefits, and stock-based compensation expense.
Previous 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.
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
Interest income consists of interest income from our money market funds, interest-bearing savings accounts, customer financing receivable, and convertible note receivable.
Current wording
Interest income primarily consists of interest income from our money market funds and interest-bearing savings accounts
Previous wording
Consolidated Comparison of Three and Nine Months Ended September 30, 2025 to September 30, 2024
Current wording
Consolidated Comparison of Three Months Ended March 31, 2026 to March 31, 2025
Previous 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):
Current wording
The Company recognized revenue for the product and service categories as follows for the three months ended March 31, 2026 and 2025 (amounts in thousands):
Previous 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.
Current wording
Revenue from one customer accounted for 81% of total revenue for the three months ended March 31, 2026, and revenue from two customers accounted for 55% and 38% of total revenue, respectively, for the three months ended March 31, 2025.
Previous wording
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 wording
Gross profit margin decreased to 21.9% for the three months ended March 31, 2026 from 57.1% in the same period in 2025, primarily due to lower IP licensing revenue in 2026, compared to the prior year period.
Previous 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.
Current wording
Sales and marketing expenses for the three months ended March 31, 2026 were $2.9 million, a decrease of $1.2 million from $4.1 million for the same period in 2025. The decrease was driven primarily by cost control measures and lower S&M headcount, which together reduced personnel-related expenses by $0.6 million, consulting fees by $0.4 million, and external marketing and public relations costs by $0.2 million.
Previous 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.
Current wording
Research and development expenses for the three months ended March 31, 2026 were $2.6 million, a decrease of $1.2 million from $3.8 million for the same period in 2025. The decrease was driven primarily by cost control measures and lower R&D headcount, which reduced engineering and development costs by $0.7 million and personnel-related expenses by $0.6 million.
Previous 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.
Current wording
Interest expense for the three months ended March 31, 2026 was $3.5 million, an increase of $3.4 million from $0.1 million for the same period in 2025. The increase primarily reflected higher interest costs associated with debt financings obtained during 2025 and the first quarter of 2026, whereas during the first quarter of 2025, the Company’s borrowings were limited to insurance premium financing arrangements with minimal interest costs.
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, proceeds from the reverse recapitalization and private investment in public equity transaction completed in 2022, and debt financings.
Current wording
Historically, 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 (“PIPE”) transaction completed in 2022, and debt financings. In 2025, we also entered into a preferred equity investment arrangement at Asset Vault to support the development, acquisition, and ownership of energy storage assets.
Previous 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.
Current wording
For corporate-level liquidity, we have accessed unsecured debt financings. Our indebtedness ranks senior to our common equity. If we raise additional funds through the issuance of debt securities, such instruments could also rank senior to our common equity and may include covenants or other terms that impose restrictions on our 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
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.
Current wording
To support non-cash backed performance bonding and surety obligations required under project EPC agreements, the Company partners with Marsh to access bonding and surety instruments issued by top-rated insurance firms.
Previous 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.
Current wording
As part of our ongoing business operations, the Company had a sales backlog of $1.3 billion as of March 31, 2026. 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 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.
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.
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 outstanding 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 and meet our obligations as they become due 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. This assessment reflects the Company’s expected operating cash requirements and the subsequent payments and commitments described below and in Notes 19 and 20 to the condensed consolidated financial statements.
Previous wording
At-the-Market Facility and Equity Purchase Agreements
Current wording
At-the-Market (“ATM”) Facility and Equity Purchase Agreements
Previous wording
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 wording
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.
Previous 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.
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.
Previous wording
The CRC Senior Notes bear interest at 12.5% per annum until the earlier of (i) the Company’s receipt of any tax credit transfer proceeds and (ii) December 31, 2025, and thereafter at a rate of 9.50% per annum. The CRC Senior Notes are senior secured obligations of CRC, backed by a first-priority pledge of all CRC assets and equity interests. The CRC Senior Notes include customary affirmative and negative covenants, including minimum cash reserves and a minimum debt service coverage ratio.
Current wording
The CRC Senior Notes bear interest at 9.5% per annum and are senior secured obligations of CRC, backed by a first-priority pledge of all CRC assets and equity interests. The CRC Senior Notes include customary affirmative and negative covenants, including minimum cash reserves and a minimum debt service coverage ratio.
Previous 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.
Current wording
Principal and interest are payable semi-annually, with installments due each February 28 and August 31. A final balloon payment of $7.0 million is due at maturity on April 4, 2032.
Previous wording
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 wording
On July 23, 2025, Cross Trails Energy Storage Project, LLC (“Cross Trails”), a subsidiary of the Company (the “Cross Trails Borrower”), entered into a credit agreement (the “Cross Trails Senior Note”) with Wilmington Trust, National Association, as administrative agent and collateral agent, and Jefferies Capital Services, LLC, as initial lender.
Previous wording
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 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 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 alternate base rate (“ABR”) plus 5.00% or (ii) the term secured overnight financing rate (“SOFR”) plus 6.00%. As of March 31, 2026, the Company was utilizing a SOFR of 3.6%, resulting in an interest rate of 9.6%.
Previous wording
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 wording
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.
Showing the first 40 of 54 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Principal and interest are payable semi-annually, with installments due each February 28 and August 31. The Cross Trails Senior Note matures on July 23, 2032.
Current report — wording carried from elsewhere
Significant non-cash items include $7.1 million in stock-based compensation expense, $5.2 million in loss on debt extinguishment, and $3.5 million in depreciation, amortization, and accretion expense.
Current report — wording carried from elsewhere
The decrease in operating liabilities was driven by a $67.7 million decrease in accounts payable and accrued expenses, partially offset by an $8.6 million increase in contract liabilities. The decrease in operating assets was driven by a $21.0 million decrease in accounts receivable, a $2.9 million decrease in contract assets, and a $2.7 million decrease in advances to suppliers, partially offset by a $3.0 million increase in prepaid expenses and other current assets and a $2.6 million increase in other assets.