The most quotable number in Energy Vault Holdings’ July 1, 2026 Form 8-K is $80.0 million — the new aggregate principal of a senior secured convertible debenture that was $42.0 million at closing six weeks earlier. But the document that carries that number, filed for an event dated June 26, 2026 and signed by Chief Financial Officer Michael Beer, is really three financing actions stapled together: an upsize of the parent-company convertible facility, and two separate consents that buy covenant breathing room at project-level subsidiaries. Read as one filing, it is a snapshot of a storage developer managing its balance sheet at both the corporate and the project layer in the same week.

Start with the parent-level piece, disclosed under Item 1.01 and cross-referenced under Item 2.03 as the creation of a direct financial obligation. Energy Vault states that on May 18, 2026 it entered into a Securities Purchase Agreement with YA II PN, Ltd. to issue senior secured convertible debentures in multiple tranches totaling up to $75.0 million, with an initial $42.0 million tranche funded at closing. The filing says the size and availability of that facility is “determined and supported by the Company’s current contracted backlog and third-party commercial activity.” On June 29, 2026, citing a material increase in commercial backlog since its first-quarter report, the company and the investor signed a First Amendment under which Energy Vault agreed to issue and sell an additional $38.0 million of senior secured convertible debentures at a purchase price equal to 95% of that additional principal. The Tranche 1 debenture was amended and restated to reflect the increased aggregate principal amount of $80.0 million.

What the amended debenture actually carries

The terms are laid out in the filing rather than left to a press release. The amended-and-restated debenture continues to bear interest at 7.50% per annum, increases the monthly installment amounts correspondingly, and extends the maturity date from May 17, 2027 to July 1, 2027. Conversion is priced at 97% of the lowest daily volume-weighted average price of the common stock over the four consecutive trading days immediately preceding a conversion date, subject to a floor price of $1.19 per share. The document also provides that $4.22 million in principal, plus accrued and unpaid interest, tied to the December 29, 2026 installment may be converted by the investor under stated conditions. Because the conversion price floats with the share price, the number of shares behind the instrument is not fixed; the filing addresses that directly with an Exchange Cap that bars issuing common stock on conversion beyond 19.99% of shares outstanding as of closing unless stockholders approve otherwise under NYSE rules. Pursuant to that cap, the debenture is convertible for a maximum of 33,251,333 shares. The additional tranche was funded at closing on June 29, 2026, and the company states net proceeds are expected to be approximately $34.6 million after a 5% original issue discount and a $1.25 million structuring fee. Separately, Energy Vault and the investor agreed to increase the aggregate principal issuable under the Purchase Agreement to $150.0 million.

Under Item 3.02, Energy Vault reports that the issuance of the amended-and-restated debenture under the First Amendment was made in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act of 1933 — a private placement to a single institutional investor rather than a registered offering. That is the equity-issuance disclosure the 8-K is required to make when a convertible instrument that can settle in shares is sold outside registration.

The two project-level consents

The other two actions in the filing sit one layer down, at project subsidiaries, and both are about debt-service-coverage covenants rather than new money. The first involves Calistoga Resiliency Center, LLC, a wholly-owned subsidiary that in April 2025 issued $27.8 million of senior secured notes under a Note Purchase Agreement with Eagle Point Credit Management, LLC. On June 26, 2026, the holders and collateral agent Wilmington Trust entered a Consent, Waiver and Amendment No. 2 under which they consented to a voluntary prepayment of roughly $5.0 million of the CRC senior notes, waived the make-whole amount and related certificate-delivery requirements for that prepayment, consented to releasing and transferring excess reserve amounts to fund it, and deferred the testing date for the Debt Service Coverage Ratio covenant to November 30, 2026. In plain terms, the subsidiary pays down a slug of principal without a prepayment penalty and pushes back the date on which it has to demonstrate covenant compliance.

The second, and the one that shares its name with the project this filing is often indexed under, concerns Cross Trails Energy Storage Project, LLC. The company states that on July 23, 2025 the Cross Trails subsidiary entered a credit agreement with Wilmington Trust as administrative and collateral agent and a group of lenders. On June 29, 2026, the parties signed a Consent and Waiver.

"Pursuant to the Cross Trails Consent, the lenders (i) consented to certain modifications to the methodology for calculating the debt service coverage ratios under the Cross Trails Credit Agreement for each fiscal quarter beginning on March 31, 2026 and ending on December 31, 2027, (ii) reduced the minimum Historical Debt Service Coverage Ratio and the minimum Pro Forma Debt Service Coverage Ratio, and (iii) waived any default under the Cross Trails Credit Agreement arising from Cross Trails’ failure to comply with the debt service coverage ratio requirements for the fiscal quarters ending on March 31, 2026 and June 30, 2026."— Energy Vault Holdings, Inc., Form 8-K (filed July 1, 2026), source

Two things are worth separating there, because the filing keeps them distinct. The methodology change and the reduced minimum ratios are forward-looking adjustments to how the covenant is measured through the end of 2027; the waiver is backward-looking, forgiving Cross Trails’ failure to meet the debt-service-coverage requirement for the quarters ending March 31 and June 30, 2026. A debt-service-coverage ratio compares the cash a project generates to the debt payments it owes; a lender that reduces the minimum ratio and waives past shortfalls is documenting that the project has been generating less coverage than the original agreement demanded, and is choosing to reset the bar rather than call a default. The company frames all three descriptions as qualified in their entirety by the full text of the underlying agreements, which are filed as exhibits 4.1, 10.1, 10.2 and 10.3 to the report.

The backlog line under Item 7.01

The filing offers one figure to explain why the parent-level facility was upsized. Under Item 7.01, furnished as Regulation FD disclosure, Energy Vault states that its sales backlog increased materially from $1.3 billion as of March 31, 2026, and directs readers to its first-quarter report for the definition and determination of backlog. The company pairs that with explicit caution: it “cannot guarantee that its bookings will result in actual revenue in the originally anticipated period, or at all,” and notes that many of its projects require government approvals, third-party financing, and other contingencies outside its control. In other words, the same backlog the company cites as the basis for a larger convertible facility is the backlog it warns may not convert to revenue on schedule.

Laid side by side, the three actions describe a company doing balance-sheet housekeeping across its structure in a single week: raising an incremental $38.0 million of convertible debt at the parent against a growing but explicitly contingent backlog, trimming principal and buying time on a covenant at one project subsidiary, and resetting the coverage covenant at another. None of the three, on the face of the filing, is a new operating milestone; each is a financing or covenant document. What the 8-K provides is the primary text for readers who want to trace the terms — the 7.50% coupon, the $1.19 conversion floor, the 33,251,333-share cap, and the reduced coverage tests — back to the agreements themselves rather than to a summary of them.