Energy Vault Holdings, Inc.NRGV
Energy Vault Holdings, Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
2022 Equity Incentive Plan
In 2022, the Company adopted its 2022 Equity Incentive Plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides for the granting of stock options, stock appreciation rights (“SARs”), restricted shares, RSUs, and other awards to employees, non-employee directors, and consultants of the Company. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Incentive Plan.
The initial number of shares of the Company’s common stock reserved for issuance under the 2022 Incentive Plan was approximately 15.5 million, plus up to approximately 8.3 million shares subject to awards granted under the 2017 Stock Incentive Plan and 2020 Stock Incentive Plan that may become available for issuance under the 2022 Incentive Plan to the extent such awards are forfeited, expired, unexercised, or are otherwise unsettled. Annually, beginning on March 1, 2022 and ending in (and including) March 1, 2031, the number of shares of the Company’s common stock that may be issued under the 2022 Incentive Plan automatically increases by a number of shares equal to the lesser of (i) 4.0% of the outstanding shares on the last day of the immediately preceding month or (ii) number of shares (including zero) determined by the Company’s Board.
2022 Inducement Plan
In 2022, the Board adopted the 2022 Inducement Award Plan (the “2022 Inducement Plan”), which provides for the granting of stock options, SARs, restricted shares, RSUs, and other awards to individuals who were not previously employees of Energy Vault, or following a bona fide period of non-employment, as inducement material to such individuals entering into employment with Energy Vault. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Inducement Plan. 8.0 million shares of the Company’s common stock are reserved for issuance under the 2022 Inducement Plan.
2025 Inducement Plan
In February 2025, the Board approved the Company’s 2025 Inducement Award Plan (the “2025 Inducement Plan”), which provides for the granting of stock options, SARs, restricted shares, RSUs, and other awards to individuals who were not previously employees of Energy Vault, or following a bona fide period of non-employment, as inducement material to such individuals entering into employment with Energy Vault. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2025 Inducement Plan. 8.0 million shares of the Company’s common stock are reserved for issuance under the 2025 Inducement Plan.
Stock Option Activity
Stock option activity for year ended December 31, 2025 was as follows (amounts in thousands, except per share data):
| Options Outstanding | |||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
Balance as of December 31, 2024 | 6,429 | $ | 1.62 | 6.0 | $ | 4,248 | |||||||||||||||||
| Stock options granted | — | — | — | — | |||||||||||||||||||
| Stock options exercised | (518) | 1.42 | — | 1,333 | |||||||||||||||||||
| Stock options forfeited, canceled, or expired | (188) | 0.96 | — | — | |||||||||||||||||||
Balance as of December 31, 2025 | 5,723 | 1.66 | 4.8 | 16,891 | |||||||||||||||||||
Options exercisable as of December 31, 2025 | 3,723 | 1.64 | 4.6 | 11,045 | |||||||||||||||||||
Options vested and expected to vest as of December 31, 2025 | 5,723 | $ | 1.66 | 4.8 | $ | 16,891 | |||||||||||||||||
As of December 31, 2025, total unrecognized stock-based compensation expense related to unvested option awards that are expected to vest was $1.1 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 1.1 years.
The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the closing stock price of the Company’s common stock on the NYSE as of December 31, 2025.
Restricted Stock Units
During the year ended December 31, 2025, pursuant to the 2022 Incentive Plan and 2025 Inducement Plan, the Company granted RSUs to employees that vest based on market-based conditions. These RSUs will vest and convert to common stock if the Company’s stock price reaches certain price targets for 20 days in any 30 day trading window. The fair value of the RSUs are recognized as expense over the requisite service period regardless of whether or not the RSUs ultimately vest and convert to common stock. The fair value of these market-based RSUs were measured on their grant date, using a Monte Carlo simulation model based on the following range and weighted-average assumptions:
| Expected term (in years) | 4.0 | ||||
| Expected volatility | 95% to 100% | ||||
| Risk-free interest rate | 3.7% to 3.9% | ||||
| Expected dividend yield | — | ||||
RSU activity for year ended December 31, 2025 was as follows (amounts in thousands, except per share data):
| Number of RSUs | Weighted Average Grant Date Fair Value per Share | ||||||||||
Nonvested balance as of December 31, 2024 | 22,325 | $ | 2.83 | ||||||||
| RSUs granted | 10,427 | 0.97 | |||||||||
| RSUs forfeited | (1,934) | 1.77 | |||||||||
| RSUs vested | (10,469) | 3.44 | |||||||||
Nonvested balance as of December 31, 2025 | 20,349 | $ | 1.66 | ||||||||
As of December 31, 2025, unrecognized stock-based compensation expense related to these RSUs was $18.5 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 1.6 years.
Stock-Based Compensation Expense
Total stock-based compensation expense for the years ended December 31, 2025 and 2024 was as follows (amounts in thousands):
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Sales and marketing | $ | 3,868 | $ | 6,162 | |||||||
| Research and development | 5,284 | 8,693 | |||||||||
| General and administrative | 27,561 | 23,854 | |||||||||
| Total stock-based compensation expense | $ | 36,713 | $ | 38,709 | |||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 18, 2026 | Showing above |
| 2024 | Apr 1, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.