Energy Vault Holdings, Inc. issued $10.0 million additional 5.250% Convertible Senior Notes due 2031 (Option Notes) on February 27, 2026, pursuant to an option under the February 11, 2026 Purchase Agreement with Initial Purchasers Jefferies LLC, Cantor Fitzgerald & Co., and Citigroup Global Markets Inc. In connection, the Company entered Additional Capped Call Transactions to reduce dilution upon conversion.
Key takeaways
Issued $10.0 million Option Notes on February 27, 2026, at same terms as $140.0 million Initial Notes issued February 17, 2026
Total Notes outstanding: $150.0 million aggregate principal
Notes exempt from Securities Act registration; no resale registration planned
Entered Additional Capped Call Transactions on February 27, 2026, covering shares underlying Option Notes
Capped call cap price $8.12 per share (100% premium over $4.06 NYSE closing price on February 11, 2026)
Used Initial Notes proceeds to redeem $45.0 million Yorkville senior unsecured convertible debentures on February 19, 2026