Energy Vault Holdings, Inc.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 18, 2026, Development Vault, LLC, a Delaware limited liability company (the “Borrower”), an indirect subsidiary of Energy Vault Holdings, Inc. (“Energy Vault“ or the “Company”), entered into an amended and restated financing agreement (the “Financing Agreement”) with S2G Builders Special Opportunities Fund I, LP, a Delaware limited partnership, as administrative agent and collateral agent, and each of the lenders party thereto. The Financing Agreement provides for a senior secured delayed draw term loan credit facility with aggregate commitments of up to $25,000,000, which may be increased from time to time at the option of the lenders (in their sole discretion) and the Borrower. The proceeds of the credit facility may be used from time to time to, among other things, (a) pay a portion of the consideration for the acquisition of certain approved battery energy storage projects, (b) fund sponsor equity contributions, (c) pay transaction costs and expenses in connection with the Financing Agreement, and (d) pay expenses related to the projects, including site control, developer fees, contractor fees, interconnection deposits, third-party consultants and deposits on equipment. Loans under the Financing Agreement bear interest at a rate of 10.0% per annum, payable in cash, plus a deferred rate of 7.0% per annum, payable in kind. As of the A&R Effective Date, the borrowings outstanding under the Financing Agreement are $18 million. The facility matures on April 16, 2030. The Borrower may prepay the loans at any time upon five (5) Business Days’ prior written notice, subject to the payment of an Exit Fee (as defined in the Financing Agreement). Mandatory prepayments are required upon the occurrence of certain customary events, including (a) monetization events, (b) receipt of insurance or condemnation proceeds, (c) proceeds from the incurrence of non-permitted indebtedness, and (d) voluntary reductions of the commitments. The obligations of the Borrower under the Financing Agreement are guaranteed by each subsidiary guarantor (including all subsidiaries of the Borrower) and secured by a first priority security interest in substantially all of the assets of the Borrower and each subsidiary guarantor, including the equity interests in the Borrower. The Financing Agreement contains customary affirmative and negative covenants for project financings of this type, including limitations on additional indebtedness, liens, asset sales, investments, affiliate transactions, and distributions. The Borrower is also required to deliver certain financial and other reports and comply with applicable laws and permits. The Financing Agreement also includes customary representations and warranties, indemnification provisions and requirements for the maintenance of insurance and compliance with applicable laws and permits. The foregoing description of the Financing Agreement is qualified in its entirety by reference to the full text of the Financing Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.