Material Agreement, Financial Obligation, Private Placement (Form 8-K)

The information contained in Item 8.01 of this Current Report on Form 8-K relating to the Additional Capped Call Transactions (as defined below) is incorporated herein by reference.

As previously disclosed on February 18, 2026 on a Current Report on Form 8-K filed with the Securities and Exchange Commission, on February 17, 2026, Energy Vault Holdings, Inc. (the "Company") issued and sold $140.0 million aggregate principal amount of its 5.250% Convertible Senior Notes due 2031 (the "Initial Notes") in a transaction exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"). The Initial Notes were sold pursuant to a purchase agreement (the "Purchase Agreement"), dated February 11, 2026, by and among the Company and Jefferies LLC, Cantor Fitzgerald & Co. and Citigroup Global Markets Inc. (the "Initial Purchasers").

On February 25, 2026, the Initial Purchasers notified the Company that they had elected to purchase $10.0 million in additional aggregate principal amount (the "Option Notes," and together with the Initial Notes, the "Notes") of the Company's 5.250% Convertible Senior Notes due 2031 pursuant to the option granted to them under the Purchase Agreement. On February 27, 2026, the Company issued to the Initial Purchasers the Option Notes on the same terms as the Initial Notes.

Neither the Notes nor the shares of Common Stock issuable upon conversion of the Notes have been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. We do not intend to file a registration statement for the resale of the Notes or any shares of common stock issuable upon conversion of the Notes. We anticipate any such future issuances will be made in accordance with Section 3(a)(9) under the Securities Act.

For additional information regarding the terms of the Notes and the related indenture, see the information set forth under the heading "Indenture and Notes" in Item 1.01 of the Company's Current Report on Form 8-K filed on February 18, 2026, which information is incorporated herein by reference, and the indenture and form of note which are filed as exhibits to that Form 8-K are incorporated herein by reference.

The information under Item 2.03 above is incorporated herein by reference.