Energy Vault Holdings, Inc.NRGV
Energy Vault Holdings, Inc. Debt Disclosure
DEBT
A summary of the Company’s debt is as follows (amounts in thousands):
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
CRC Senior Notes | $ | 14,919 | $ | — | ||||||||||
| Cross Trails Senior Note | 17,806 | — | ||||||||||||
| Sale of future receipts | 3,058 | — | ||||||||||||
| Convertible Debentures | 63,800 | — | ||||||||||||
| Total outstanding principal | 99,583 | — | ||||||||||||
| Unamortized discount and issuance costs | (7,862) | — | ||||||||||||
| Fair value adjustment for Convertible Debentures | 2,877 | — | ||||||||||||
| Debt, current portion | (56,628) | — | ||||||||||||
| Long-term debt | $ | 37,970 | $ | — | ||||||||||
Interest Expense
The line item, interest expense, on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024, consists of the following (amounts in thousands):
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Contractual interest expense on debt | $ | 5,268 | $ | 110 | |||||||
| Amortization of debt issuance costs | 1,717 | — | |||||||||
| Amortization of debt discount | 1,468 | — | |||||||||
| Interest expense on finance leases | 11 | 13 | |||||||||
| Total | $ | 8,464 | $ | 123 | |||||||
CRC Bridge Loan
On March 31, 2025, Calistoga Resiliency Center, LLC (“CRC”), a wholly-owned subsidiary of the Company, entered into a $27.8 million credit agreement (“CRC Bridge Loan”) with Jefferies Finance LLC, as administrative agent, collateral agent, and lender. The CRC Bridge Loan was intended to provide interim financing until long-term debt could be arranged. The CRC Bridge Loan carried a 9.5% annual interest rate and had a scheduled maturity date of April 23, 2025. After deducting closing fees, gross proceeds totaled $26.8 million.
On April 4, 2025, the Company refinanced the full outstanding balance of the CRC Bridge Loan through the issuance of $27.8 million in CRC Senior Notes (as described below). The Company recognized a loss on early debt extinguishment of $1.4 million, primarily reflecting the write-off of unamortized discount and debt issuance costs, which is included in the line item, other income (expense), net, in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.
CRC Senior Notes
On April 4, 2025, CRC issued $27.8 million of senior notes (“CRC Senior Notes”), with Eagle Point Credit as lender and Jefferies serving as agent for the transaction. The CRC Senior Notes were priced at 99.25% of par, resulting in gross proceeds of $27.6 million. After deducting debt issuance costs, net proceeds totaled $23.2 million.
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 9.5% per annum. The effective annual interest rate on the CRC Senior Notes, which includes the impact of the original issue discount and debt issuance costs, is 20.2%. The CRC Senior Notes are senior secured obligations of CRC, backed by a first-priority pledge of all CRC assets and equity interests. As of December 31, 2025, assets pledged as collateral for the CRC Senior Notes had an aggregate carrying amount of approximately $52.9 million, including $29.8 million of property and equipment, net.
The CRC Senior Notes include customary affirmative and negative covenants, including minimum cash reserves and a minimum debt service coverage ratio. 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.
Cross Trails Bridge Loan
On May 12, 2025, the Company entered into a secured bridge loan (“Cross Trails Bridge Loan”) with Crescent Cove Opportunity Lending, LLC (“Crescent Cove”) for $10.0 million, bearing interest at 24.0% per annum and with a maturity date of July 14, 2025. The loan was issued net of a 5.0% original issue discount and a structuring fee of $0.2 million, for net proceeds of $9.3 million. Total interest expense on the loan of $0.4 million was deducted from the loan proceeds. On July 14, 2025, the Company repaid $5.0 million of principal and simultaneously amended the loan to extend the maturity of the remaining $5.0 million to July 21, 2025. In connection with the extension, the Company paid a $0.2 million amendment fee, which was recorded as additional interest expense. The remaining principal and additional interest for the extension were paid on July 18, 2025.
Cross Trails Senior Note
On July 23, 2025, Cross Trails Energy Storage Project, LLC (“Cross Trails”), a wholly-owned 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.
The Cross Trails Senior Note provides for a senior secured term loan facility in an aggregate principal amount of approximately $17.8 million. After origination costs were deducted from the loan proceeds by the lender, net proceeds from the Cross Trails Senior Note were $17.6 million. The 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 5.0% or (ii) the term secured overnight financing rate (“SOFR”) plus 6.0%. As of December 31, 2025, the Company is utilizing the SOFR option, and SOFR was 4.2% on that date, resulting in an interest rate of 10.2%. The effective annual interest rate on the Cross Trails Senior Note, which includes the impact of the original issue discount and debt issuance costs, is 21.0%. 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.
The Cross Trails Senior Note may be repaid at any time, subject to payment of accrued interest, breakage costs and a repayment premium. Mandatory prepayments are required upon the occurrence of certain customary events, including the receipt of insurance or condemnation proceeds (subject to customary reinvestment rights), asset sales above specified thresholds, the incurrence of additional non-permitted indebtedness, or the non-permitted issuance of new equity interests by the borrower, and are subject to the payment of accrued interest, breakage costs and a repayment premium.
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. As of December 31, 2025, assets pledged as collateral for the Cross Trails Senior Note had an aggregate carrying amount of approximately $48.0 million, including $26.8 million of property and equipment, net.
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 insurance, deliver certain financial and other reports, and comply with applicable laws and permits. The Cross Trails Senior Note also includes customary representations and warranties, indemnification provisions and requirements for the maintenance of insurance and compliance with applicable laws and permits.
Sale of Future Receipts
On August 29, 2025, the Company, together with Energy Vault, Inc., its wholly-owned subsidiary (collectively with the Company, the “Sellers”) entered into an agreement of sale of future receipts (the “Cedar Arrangement”) with Cedar Advance LLC (“Cedar”). Cedar paid a purchase price of $5.0 million, from which $0.5 million of origination fees were deducted, resulting in net proceeds of $4.5 million. Under the agreement, the Sellers remit to Cedar $0.2 million per week, or approximately 27.0% of future receivables collections, until Cedar has received an aggregate amount equal to (i)
$5.1 million if fully repaid within 30 days of funding, (ii) $5.2 million if fully repaid after 30 days but within 60 days of funding, or (iii) $6.3 million if not fully repaid within 60 days of funding.
The Company did not fully repay the Cedar Arrangement within 60 days of funding, therefore the applicable aggregate amount to be remitted to Cedar will be $6.3 million. Through December 31, 2025, the Company had remitted $2.8 million to Cedar, with $3.5 million remaining. The effective annual interest rate for the Cedar Arrangement is 141.0%.
On September 2, 2025, the Sellers entered into an agreement of sale of future receipts (the “UFS Arrangement”) with UFS West LLC (“UFS”). UFS paid a purchase price of $1.0 million, from which $0.1 million of origination fees were deducted, resulting in net proceeds of $0.9 million. Under the agreement, the Sellers remit to UFS $35 thousand per week, or approximately 4.9% of future receivables collections, until UFS has received an aggregate amount equal to (i) $1.0 million if fully repaid within 30 days of funding, (ii) $1.0 million if fully repaid after 30 days but within 60 days of funding, or (iii) $1.3 million if not fully repaid within 60 days of funding.
The Company fully repaid the UFS Arrangement on November 4, 2025, which was within 60 days of funding, therefore the applicable aggregate amount remitted was $1.0 million.
On September 4, 2025, the Sellers entered into an agreement of sale of future receipts (the “Reliance Arrangement”) with Reliance Financial FL LLC (“Reliance”). Reliance paid a purchase price of $1.5 million, from which $0.2 million of origination fees were deducted, resulting in net proceeds of $1.3 million. Under the agreement, the Sellers remit to Reliance $0.1 million per week, or approximately 1.0% of future receivables collections, until Reliance has received an aggregate amount equal to (i) $1.5 million if fully repaid within 30 days of funding, (ii) $1.6 million if fully repaid after 30 days but within 60 days of funding, or (iii) $1.9 million if not fully repaid within 60 days of funding.
The Company fully repaid the Reliance Arrangement on November 4, 2025, which was within 60 days of funding, therefore the applicable aggregate amount remitted was $1.6 million.
Convertible Debentures
On September 22, 2025, the Company entered into a Securities Purchase Agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Company agreed to issue senior unsecured convertible debentures in multiple tranches with an aggregate principal amount of up to $50.0 million. On December 30, 2025, the Securities Purchase Agreement was amended to increase the aggregate principal amount to $65.0 million (collectively, the “Convertible Debentures”).
The initial tranche of $30.0 million (“Tranche 1”) was funded on September 22, 2025 at 97% of par, resulting in net proceeds of $29.1 million. The second tranche of $20.0 million (“Tranche 2”) was funded on December 16, 2025 at 97% of par, resulting in net proceeds of $19.4 million. The third tranche of $15.0 million (“Tranche 3”) was funded on December 30, 2025 at 98% of par, resulting in net proceeds of $14.7 million.
Tranches 1 and 2 mature on March 22, 2027 and Tranche 3 matures on August 30, 2027. All three tranches bear interest at 7.0% per annum (18.0% upon an uncured event of default). Installment payments of principal and interest are due monthly (each, a “Payment Date,” beginning on the applicable payment commencement date). For each installment, the Company may (i) pay cash plus a payment premium equal to 7.0% (Tranches 1 and 2) or 4.0% (Tranche 3) of the principal portion paid (“Payment Premium”) (10.0% while an Amortization Event is in effect, as defined below), (ii) elect to allow the Investor to convert the unpaid installment at a price equal to the lower of (A) the Applicable Fixed Price (defined below) or (B) 97% of the lowest daily VWAP during the trading days immediately preceding the conversion date, but not below the Floor Price (equal to $0.60 per share), or (iii) satisfy the installment through a combination of cash and conversion.
The fixed conversion price is $4.50 per share for Tranche 1, $7.53 per share for Tranche 2, and $7.41 per share for Tranche 3. For purposes of the redemption and conversion provisions described below, the “Applicable Fixed Price” means the fixed conversion price for the applicable tranche.
On any Payment Date when the Company’s daily Bloomberg volume weighted average price (“VWAP”) has equaled or exceeded 115% of the Applicable Fixed Price for each of the prior trading days, no cash installment payment is due on such Payment Date and the related installment is deferred, with the principal remaining outstanding until maturity.
Investor conversions are subject to a beneficial ownership limit of 4.99% of the Company’s common stock and to a limit of 19.99% of the Company’s outstanding common stock as of closing unless stockholder approval to exceed such cap is obtained in accordance with the rules and regulations of the New York Stock Exchange (the “Exchange Cap”). An “Amortization Event” includes, among other things, (i) the Company’s common stock trading below the Floor Price for 5 of 7 consecutive trading days, (ii) issuance of more than 99% of the shares available under the Exchange Cap without
stockholder approval, or (iii) beginning 60 days after issuance, the resale registration statement being unusable for 10 consecutive trading days. While an Amortization Event is in effect, the monthly installment must be paid in cash, the applicable payment premium is 10.0%, and the installment amount may increase to the greater of the scheduled amount and 20.0% of then-outstanding principal.
Outside the monthly payment schedule, the Company may optionally redeem the Convertible Debentures upon advance notice for cash when the VWAP is below the Applicable Fixed Price (with the applicable Payment Premium). Upon a change of control, the Company may redeem all outstanding Convertible Debentures at 110% of principal.
In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to file a registration statement covering the resale of the Common Stock issuable upon conversion of the Convertible Debentures within 10 business days after closing and to use commercially reasonable efforts to obtain effectiveness within 60 days. The Securities Purchase Agreement includes customary covenants and restrictions, including a prohibition on variable-rate transactions while amounts may be or are outstanding, limitations on additional indebtedness and liens subject to agreed exceptions (including specified project-level indebtedness for subsidiaries such as Calistoga and Cross Trails and certain refinancings), and limitations on the Company’s use of existing equity lines without Investor consent. The Company may utilize its at-the-market equity (“ATM”) program only if specified conditions are satisfied, applying 25.0% of gross ATM proceeds to reduce the Convertible Debentures principal on the back end of the schedule, and observing a cooling-off period of three trading days after an Investor market-price conversion; if the ATM is used in any calendar month, the next scheduled amortization payment will be convertible at the Investor’s election. Any subsidiary that directly receives Convertible Debenture proceeds must guarantee the Company’s obligations. The Investor agreed not to engage in short sales of the Company’s equity, but may sell shares corresponding to submitted conversions.
The Convertible Debentures and the shares of common stock issuable upon conversion thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder. The Investor represented that it is an accredited investor.
The Company elected the fair value option afforded by ASC 825 with respect to the Convertible Debentures because they include features that meet the definition of embedded derivatives. The Company initially recognized the Convertible Debentures at fair value and subsequently remeasures them at fair value, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. The Convertible Debentures are measured at fair value on a recurring basis and are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.
Issuances at fair value represent the initial fair value recorded at issuance, which approximates the net proceeds received. The following table presents a rollforward of the fair value of the Convertible Debentures for the periods presented, including issuances, cash settlements, and the components of earnings that impacted the fair value during the period.
| Year Ended December 31, 2025 | |||||
| Convertible Debentures, beginning balance | $ | — | |||
| Issuances at fair value | 63,200 | ||||
Change in fair value (1) | 4,390 | ||||
Interest expense (stated interest rate) (2) | 625 | ||||
Loss on partial debt extinguishment (3) | 120 | ||||
| Cash settlements (inclusive of accrued interest and cash payment premium) | (1,658) | ||||
| Convertible Debentures, ending balance | $ | 66,677 | |||
__________________
(1) Recognized within the line item, change in fair value of financial instruments carried at fair value, in the consolidated statement of operations and comprehensive loss.
(2) Recognized within the line item, interest expense, in the consolidated statement of operations and comprehensive loss.
(3) Recognized within the line item, other income (expense), net, in the consolidated statement of operations and comprehensive loss.
Debt Maturity
The following table summarizes the cash maturities of the Company’s debt instruments as of December 31, 2025 (amounts in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| CRC Senior Notes | $ | 669 | $ | 917 | $ | 1,074 | $ | 1,261 | $ | 1,428 | $ | 9,570 | $ | 14,919 | |||||||||||||||||||||||||||
| Cross Trails Senior Note | 2,821 | 2,941 | 1,541 | 1,967 | 1,698 | 6,838 | 17,806 | ||||||||||||||||||||||||||||||||||
| Sale of future receipts | 3,058 | — | — | — | — | — | 3,058 | ||||||||||||||||||||||||||||||||||
Convertible Debentures (1) | 47,829 | 15,971 | — | — | — | — | 63,800 | ||||||||||||||||||||||||||||||||||
| $ | 54,377 | $ | 19,829 | $ | 2,615 | $ | 3,228 | $ | 3,126 | $ | 16,408 | $ | 99,583 | ||||||||||||||||||||||||||||
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(1) Assumes scheduled amortization of principal in accordance with the contractually required payment schedule and does not give effect to any elective conversions or optional redemptions.
The table above excludes insurance premium financings, which are presented within accrued expenses in the consolidated balance sheets and are discussed in the following section.
As of December 31, 2025, the Company and its subsidiaries were in compliance with all debt covenants under their debt agreements.
Insurance Premium Financings
In April 2024, the Company entered into two financing agreements related to premiums under certain insurance policies. For the first financing, the Company was obligated to repay the lender an aggregate sum of $1.4 million through ten equal monthly payments commencing on April 10, 2024. For the second financing, the Company was obligated to repay the lender an aggregate sum of $0.4 million through nine equal monthly payments commencing on May 10, 2024. Both financings had an annual interest rate of 7.4% and were fully repaid during the first quarter of 2025.
In June 2024, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of AUD 0.3 million (or $0.2 million) through twelve equal monthly payments of AUD 22 thousand (or $15 thousand), at an annual interest rate of 4.4%, commencing on June 25, 2024. This financing was fully repaid in May 2025.
In July 2024, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of $1.1 million through nine equal monthly payments, at an annual interest rate of 7.5%, commencing on August 15, 2024. This financing was fully repaid in April 2025.
In March 2025, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of $1.5 million through nine equal monthly payments, at an annual interest rate of 5.8%, commencing on April 10, 2025.
In June 2025, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of AUD 0.3 million (or $0.2 million) through ten equal monthly payments of AUD 31 thousand (or $21 thousand), at an annual interest rate of 8.7%, commencing on June 15, 2025.
In July 2025, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of $0.9 million through ten equal monthly payments, at an annual interest rate of 7.1%, commencing on July 15, 2025.
As of December 31, 2025 and December 31, 2024, the carrying value of the Company’s insurance premium financings was $0.4 million and $0.7 million, respectively, and is included in the line item, accrued expenses, in the consolidated balance sheets.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 18, 2026 | Showing above |
| 2024 | Apr 1, 2025 | |
| 2023 | Mar 13, 2024 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.