This is a routine shelf replacement filing with no immediate capital markets activity. Monitor for future prospectus supplements that would signal an actual offering — any takedown from this shelf would represent potential dilution or new debt. The expiring shelf (333-273089) had $289M in unsold securities carried forward, so the new shelf maintains essentially the same capacity. No immediate trading action warranted.
Price Chart
Executive Summary
Energy Vault filed a new $300M universal shelf registration statement (S-3) to replace its expiring shelf, registering common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, and units. The filing also includes a related indenture for potential future debt securities. This is a routine shelf replacement filing with no immediate offering or dilution — the company is simply maintaining its ability to access capital markets flexibly over the next three years. The filing fee table shows a registration fee of $1,513.52 on the $300M maximum aggregate offering price, confirming this is a placeholder shelf, not an active offering.
Key Financial Metrics
Key Facts
- Energy Vault filed a new S-3 shelf registration statement for up to $300,000,000 in securities, replacing the expiring S-3 (File No. 333-273089) set to expire July 20, 2026.
- The shelf covers common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, and units — no specific offering is being made at this time.
- The registration fee paid is $1,513.52, calculated on the $300,000,000 maximum aggregate offering price at the SEC fee rate of 0.0001381.
- The filing includes an indenture with Wilmington Trust, National Association as trustee, enabling future debt securities issuances under the shelf.
- As of July 15, 2026, there were 181,239,270 shares of common stock outstanding, with a market cap of approximately $542M based on the $3.26 closing price.
- The company has 13,738,774 warrants outstanding (Novus, Dorado Goose, and OIC warrants) with exercise prices ranging from $1.50 to $11.50 per share, representing potential future dilution.
- BDO USA, P.C. provided consent to incorporate by reference its March 18, 2026 audit report on the company's 2025 financial statements.
- The company qualifies as an emerging growth company and smaller reporting company, with expectations to cease being a smaller reporting company on December 31, 2026.
Financial Impact
No immediate capital raise — the $300M shelf is a forward-looking capacity placeholder. The registration fee of $1,513.52 confirms no concurrent offering.
Risk Factors
- Future takedowns from the shelf could dilute existing shareholders if common stock or convertible securities are issued
- The company has significant warrant overhang (13.7M warrants) that could add further dilution upon exercise
- As an emerging growth company, Energy Vault has reduced disclosure requirements, potentially masking financial risks
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (NRGV) — Batch item 1 | 0001828536-26-000091 |
| Exhibit: exhibit251-tx1wtnaformq120.htm | 0001828536-26-000091 |
| Exhibit: exfilingfees.htm | 0001828536-26-000091 |
| Exhibit: ex231bdoconsent.htm | 0001828536-26-000091 |
| Document: energyvaultholdingsincform.htm | 0001828536-26-000091 |
| S-3 Filing (NRGV) — Batch item 6 | 0001828536-26-000091 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 9, 2026 11w ago | Institutional Cluster | $3.34 $4.32 | ▲ +29.34% | ▲ +30.26% | $2.62 (−21.56%) |
Aug 7, 2026 11w ago | EFFECT | $3.49 $3.84 | ▲ +10.03% | ▲ +10.43% | $2.62 (−24.93%) |
Jul 22, 2026 13w ago | ANALYST-UPGRADE | $3.35 $3.86 | ▲ +15.22% | ▲ +12.33% | $2.62 (−21.79%) |
Jul 17, 2026 14w ago | S-3 | $3.02 $3.82 | ▲ +26.49% | ▲ +22.37% | $2.62 (−13.25%) |
Jul 1, 2026 16w ago | 8-K | $4.47 $2.51 | ▼ −43.85% | ▼ −41.66% | $2.62 (−41.39%) |
Jun 11, 2026 19w ago | ANALYST-UPGRADE | $4.30 $3.44 | ▼ −20.00% | ▼ −21.78% | $2.62 (−39.07%) |
May 7, 2026 24w ago | 8-K | $4.53 $5.47 | ▲ +20.75% | ▲ +20.73% | $2.62 (−42.16%) |
May 5, 2026 25w ago | ANALYST-UPGRADE | $5.03 $5.86 | ▲ +16.50% | ▲ +11.55% | $2.62 (−47.91%) |
Apr 17, 2026 27w ago | DEFA14A | $3.70 $5.08 | ▲ +37.30% | ▲ +33.10% | $2.62 (−29.19%) |
Mar 25, 2026 31w ago | Insider Cluster | $3.68 $4.46 | ▲ +21.20% | ▲ +13.33% | $2.62 (−28.80%) |
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