---
schema_version: "secwatch.filing_event.v1"
accession: "0001828536-26-000001"
form_type: "8-K"
ticker: "NRGV"
cik: "0001828536"
company_name: "Energy Vault Holdings, Inc."
filed_at: "2026-01-02T23:59:59+00:00"
generated_at: "2026-05-16T11:49:32.120598+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Energy Vault issues additional $15M in convertible debentures; conversion price $7.41

## Summary
- Additional $15M senior unsecured convertible debentures issued at 98% of principal, maturing Aug 30, 2027.
- 7% annual interest (18% upon default); conversion price $7.41 (150% of Dec 29, 2025 VWAP).
- Monthly installment payments of ~$0.5M per $10M principal; optional cash or conversion at lower of fixed price or 97% of floor.
- Amendment also restricts at-the-market equity program until all third tranche debentures repaid.
- Proceeds for general working capital and energy storage project development.

## SEC filing metadata
- accession: 0001828536-26-000001
- form_type: 8-K
- ticker: NRGV
- cik: 0001828536
- company_name: Energy Vault Holdings, Inc.
- filed_at: 2026-01-02T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1828536/000182853626000001/0001828536-26-000001-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1828536/000182853626000001/nrgv-20251230.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001828536-26-000001
- JSON: https://secwatch.observer/filing/0001828536-26-000001.json
- Plain text: https://secwatch.observer/filing/0001828536-26-000001.txt

## Key facts
- Debt Financings
  Energy Vault Holdings, Inc. incurred convertible notes of aggregate principal amount of $15.0 million with YA II PN, Ltd. at 7% annual interest rate (18% during an uncured event of default) maturing August 30, 2027.
  - Instrument: convertible notes
  - Principal: aggregate principal amount of $15.0 million
  - Counterparty: YA II PN, Ltd.
  - Rate: 7% annual interest rate (18% during an uncured event of default)
  - Maturity: August 30, 2027
  - Event: incurrence
  source text: (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Company agreed to issue and sell up to $50.0 million in aggregate principal amount of senior unsecured convertible debentures (the “Debentures”) in multiple tranches.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1828536/000182853626000001/0001828536-26-000001-index.htm
- Material Agreements
  Energy Vault Holdings, Inc. amended A&R Registration Rights Agreement with YA II PN, Ltd. (effective 2025-12-30).
  - Action: amendment
  - Counterparty: YA II PN, Ltd.
  - Effective: 2025-12-30
  source text: on December 30, 2025, the Company and the Investor entered into an amendment and restatement of that certain registration rights agreement, by and among the Company and the Investor, dated September 22, 2025 (the “A&R Registration Rights Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1828536/000182853626000001/0001828536-26-000001-index.htm
- Material Agreements
  Energy Vault Holdings, Inc. amended Amendment with YA II PN, Ltd. valued at $15.0 million (effective 2025-12-30).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: YA II PN, Ltd.
  - Value: $15.0 million
  - Effective: 2025-12-30
  source text: On December 30, 2025, the Company and the Investor entered into an amendment to the Purchase Agreement (the “Amendment”), pursuant to which the Company agreed to issue and sell an additional $15.0 million of Debentures to the Investor
  evidence_url: https://www.sec.gov/Archives/edgar/data/1828536/000182853626000001/0001828536-26-000001-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.