Energy Vault Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 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.
Jun 30, 2026 · Filed Aug 11, 2026
NRGV$3.24+15.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-19.
0001828536-26-000050
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001828536-26-000101
Item 1A. Risk FactorsThe 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 12 previous paragraphs and 2 current paragraphs.
1 unchanged; 1 reworded; 0 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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.
Removed paragraphs (10)
Previous report
The following risk factors below are hereby added to the risk factors disclosed in our 2025 Form 10-K:
Previous report
Successfully capitalizing on the significant emerging opportunity presented by the power needs of data center and hyperscaler customers, as well as other commercial operations in need of substantial additional power generation, through the co-location of power generation assets depends on our ability to navigate unique operational challenges endemic to reliable, firm power delivery.
Previous report
The rapid growth of artificial intelligence and hyperscale computing has created an unprecedented demand for large-scale, highly reliable power that existing public grid infrastructure is increasingly unable to satisfy. Data center operators and hyperscalers require power at a scale and reliability standard that traditional utility service providers are increasingly unable to readily accommodate, and interconnection queues, transmission constraints, and equipment procurement delays have made grid-dependent power solutions impractical for many large customers. Additionally, there is immense political and social scrutiny on the large-scale consumption of power and other resources by these customers from public infrastructure.
Previous report
Our customers may seek to have us serve this demand by providing power directly to data center and hyperscaler tenants from on-site generation assets that we own or in the future may secure, including traditional and renewable energy generation and energy storage assets and facilities co-located with customers’ computing infrastructure. While we believe this model addresses a critical and growing market need, it involves substantial risks that could materially and adversely affect our business, results of operations, and financial condition.
Previous report
The ability to successfully deliver on-site power generation for customers is in part subject to risks related to commodity pricing volatility and natural gas pipeline transportation and supply issues; equipment procurement and construction timing for natural gas-fired generation units (which have a substantial existing backlog) and solar PV arrays; and battery safety and longevity.
Previous report
Our decision to deploy generation capacity on an accelerated schedule is subject to equipment availability and procurement timelines, as well as the availability of specialized labor. Additionally, we may be reliant on third-party original equipment manufacturers and other contractors for project delivery, and disruptions or quality control issues could affect our energy availability and cost structure. Moreover, the non-standard nature of our private power systems—where data center and hyperscaler tenants draw power directly from co-located, on-site natural gas and solar generation assets also owned by us—may lead to unforeseen compliance issues or technical incompatibilities with tenants’ computing workloads or future battery storage integration. Any delays or inability to provide on-site power generation to customers may negatively affect our ability to grow our business and may have an adverse impact on our cash flow from operations.
Previous report
Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants or pay amounts when due, our lenders could accelerate our indebtedness, proceed against certain collateral, or exercise other remedies, which could have a material adverse effect on us.
Previous report
We are party to, and may in the future enter into, debt and other financing instruments that contain operating and financial covenants and other restrictions, and such instruments may also include equity-linked features. These covenants and restrictions, subject to certain exceptions, may limit our ability to, among other things, incur additional indebtedness, pay dividends or make distributions, redeem or repurchase our securities, make certain investments, grant liens on our assets, sell or dispose of material assets, or engage in acquisitions, mergers, or other strategic transactions. As a result, covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business. In addition, these arrangements may include affirmative covenants that require us to take, or cause to be taken, specific actions by specified dates, and our ability to comply with such covenants depends on our future operating performance and other factors, including events outside of our control.
Previous report
Complying with these covenants, as well as those that may be contained in any future debt agreements, may limit our ability to finance our future operations or working capital needs or to take advantage of future business opportunities. If we fail to comply with applicable covenants, reporting requirements, or other terms and conditions, and any default is not cured or waived, our lenders could accelerate our indebtedness, proceed against certain collateral, or exercise other remedies. If amounts are accelerated, we may not have sufficient liquidity to repay the obligations when due, and we may not be able to obtain additional financing or refinancing on acceptable terms, or at all. In addition, certain of our debt agreements contain cross‑default and cross‑acceleration provisions. As a result, any default or acceleration under one debt agreement could trigger corresponding defaults or acceleration rights under these other agreements, potentially requiring the Company to immediately repay a substantial portion of its outstanding indebtedness. Any of the foregoing could materially and adversely affect our liquidity, business, results of operations, and financial condition.
Previous report
Reflecting performance within the ERCOT market since operations commenced at the Cross Trails BESS Project on May 31, 2025, we have not satisfied the current minimum Cross Trails Senior Note debt service coverage ratio under the covenant calculation for the quarter ended March 31, 2026. Under the terms of the Cross Trails Senior Note, the applicable reporting period has not yet occurred; the delivery date for the financial statements for the quarter ended March 31, 2026 is June 29, 2026. Also, the lender has informed us that an event of default has not occurred as of the date of this Quarterly Report. We intend to work with the lender between now and the delivery date to remedy this issue through a series of options, including but not limited to the receipt of waivers, project equity investments, and/or partial or full repayment in the appropriate time frame. However, there can be no assurance that any such remedies, including waivers or amendments, will be successful or will be obtained on acceptable terms or at all.
Reworded paragraphs (1)
Previous wording
Our results of operations and financial condition are subject to various risks and uncertainties as disclosed in Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”), filed with the Securities and Exchange Commission on March 18, 2026. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A., Risk Factors of our 2025 Form 10-K, which are incorporated herein by reference. You should carefully consider the risks set forth in our 2025 Form 10-K and the following risks, together with all the other information in this report, including our condensed consolidated financial statements and notes thereto. If any of the risks actually materialize, our operating results, financial condition and liquidity could be materially and adversely affected. Except as disclosed below, there have been no material changes from the risk factors disclosed in our 2025 Form 10-K.
Current wording
There have not been any material changes to our risk factors as previously disclosed in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026 and Part II, Item 1A. “Risk Factors” of our Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 19, 2026. You should carefully consider the risks set forth in Part I, Item 1A. “Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 18, 2026 and Part II, Item 1A. “Risk Factors” of our Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 19, 2026, and all other information included in this Quarterly Report before making an investment decision. Our business, financial condition, and results of operations could be materially and adversely affected by any of these risks or uncertainties.