{"url_path":"/sec/nrgv/10-q/2026/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1828536/0001828536-26-000050-index.html","accession_number":"0001828536-26-000050","cik":"0001828536","ticker":"NRGV","issuer_name":"Energy Vault Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828536/0001828536-26-000050-index.html","primary_entity_key":"0001828536","primary_entity_name":"Energy Vault Holdings, Inc."},"word_count":220,"has_tables":true,"body_markdown":"Item 3.02 Unregistered Sales of Equity Securities.\n\nThe disclosure set forth above in Item 1.01 relating to the issuance of any shares to be issued in connection with a conversion of the Senior Secured Convertible Debentures and relating to the issuance of the Senior Secured Convertible Debentures, is incorporated by reference herein in its entirety.\n\nThe issuance of the Senior Secured Convertible Debentures pursuant to the Purchase Agreement was made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act. This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.\n\n(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.\n\nNone.\n\n(c) Insider trading arrangements and policies.\n\nDuring the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.\n\n54\n\n[Table of Contents](#i2c59b13d85d84ecea3cd0d86d9433d59_10)\n\n55\n\n[Table of Contents](#i2c59b13d85d84ecea3cd0d86d9433d59_10)"}