NYSE: NRGV

Build, Own, and Operate Projects

In 2025, we advanced our “Own & Operate” strategy by placing our first two owned energy storage systems into commercial operation. Through our Asset Vault platform, launched in 2025 with a $300 million preferred equity commitment from Orion Infrastructure Capital and affiliated funds (collectively “OIC”), we are pursuing a targeted deployment of approximately 1.5 GW of energy storage capacity across the U.S., Australia, and Europe.

In May 2025, our Cross Trails Battery Energy Storage System (“Cross Trails”) in Snyder, Texas achieved commercial operation, marking the first asset placed in service under our Own & Operate strategy. The 57 MW / 114 MWh two-hour battery energy storage system (“BESS”) is supported by a 10-year offtake agreement with Gridmatic, an AI-enabled power marketer. The offtake agreement is the first physically settled revenue floor contract to be signed for a BESS in the Electric Reliability Council of Texas (“ERCOT”) region. Cross Trails serves as the first deployment of our second-generation B-VAULT AC product and is operated using our VaultOS Energy Management System.

The Calistoga Resiliency Center (“CRC”) is a hybrid microgrid energy storage facility located in Calistoga, California that integrates hydrogen fuel cells with lithium-ion batteries. We designed the CRC in cooperation with the City of Calistoga and Pacific Gas & Electric (“PG&E”) to provide reliable power with zero on-site emissions during public safety power shutoff (“PSPS”) events caused by elevated wildfire risks. CRC achieved commercial operation in September 2025 and is operated by the Company under a long-term energy services arrangement with PG&E as the utility partner and distribution system operator. The facility provides 8.5 MW of power at peak capacity with approximately 48 hours of duration, with water as the byproduct at the point of use. In July 2025, CRC received California Public Utilities Commission approval to pursue market-based participation in the California Independent System Operator (CAISO) energy and ancillary services markets, which is expected to provide additional revenue when the facility is not operating in island mode for resiliency events.

In Australia, we acquired the Stoney Creek Battery Energy Storage System (“Stoney Creek”) from Enervest Group. The acquisition was announced in March 2025 and completed in August 2025 following approval from the Australian Foreign Investment Review Board. Stoney Creek is a 125 MW / 1.0 GWh (8-hour) BESS project to be located in New South Wales (“NSW”), Australia, and is being developed under the framework of the NSW Electricity Infrastructure Roadmap, supported by a 14-year long-term energy service agreement with Australian Energy Market Operator (“AEMO”) Services.

In October 2025, we acquired SOSA Energy Center (“SOSA”), a 150 MW / 300 MWh BESS project to be located in Madison County, Texas (ERCOT North), representing the first project formally acquired under our Asset Vault platform.

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Originally developed by Savion, a subsidiary of Shell plc, construction began in the fourth quarter of 2025 and commercial operation is expected in the second quarter of 2027.

In February 2026, we and our Australian development partner, Bridge Energy Pty Ltd, were awarded a 14-year Long-Term Energy Service Agreement by AusEnergy Services for the Ebor Battery Energy Storage System project in New South Wales, Australia. The 100 MW / 870 MWh project is expected to provide eight hours of dispatchable capacity and is expected to commence operations in 2028, subject to obtaining necessary contractual and regulatory approvals. We hold an exclusive option to acquire and construct the project, which will utilize our proprietary B-VAULT technology and EMS, and will be owned and operated under our Asset Vault platform.

We are actively discussing projects with public sector and private developers in many markets to continue to expand our owned project portfolio, including those in the U.S., Australia, and Europe.

Asset Vault Platform

In 2025, we launched Asset Vault, a majority-owned subsidiary dedicated to developing, building, owning, financing, and operating energy storage system projects. In support of this strategy, we entered into a preferred equity investment arrangement with OIC, providing a $300 million capital framework to fund the acquisition and development of a portfolio of energy storage assets. Asset Vault supports a vertically integrated model in which the Company can self-perform engineering, procurement, and construction activities (“EPC”) and provide long-term service arrangements, while also owning and operating assets to generate recurring cash flows, subject to project financing, permitting, interconnection, offtake execution, and other factors.

AI Compute Infrastructure and Modular Data Centers

We are evaluating opportunities to develop, build, own, and operate modular “powered shell” data center infrastructure designed to support high density compute workloads, including artificial intelligence applications. These modular data centers are intended to be deployed in standardized, scalable configurations and may be delivered as powered facilities with customer supplied compute equipment. We intend to commercialize these projects through long term contracted arrangements, which may include power purchase agreements or tolling style structures with data center operators and other compute focused customers. This initiative represents our entry into the AI infrastructure market and is expected to complement our Asset Vault platform through long term, contracted powered shell deployments.

We expect these projects to leverage our integration capabilities and digital operating platform and our energy storage hardware and software platforms and, where appropriate, to be paired with energy storage and other generation and resiliency configurations.

In connection with this initiative, we have entered into a strategic framework agreement with Crusoe to pursue modular data center projects, which we expect to enable phased deployments beginning in 2026. Under the framework, we expect to support the phased deployment of Crusoe Spark modular AI factory units at our technology center in Snyder, Texas. The initial program is scalable up to 25 MW of total load and is intended to support Crusoe Cloud customer demand, including managed inference services. We currently expect the initial deployment to be located at our Snyder, Texas site near Crusoe’s Abilene, Texas data center campus, although the timing and scope of any deployment will depend on final site design, customer contracting, interconnection and permitting, equipment availability, and project financing.

Our Energy Storage Solutions

We sell and license our energy storage solutions to third parties, in addition to selectively owning and operating energy storage systems that incorporate our energy storage equipment and software. Our diversified portfolio of energy storage solutions is designed to enhance grid stability and efficiency.

Once energy is stored in our solutions, it can be discharged to the grid in a controlled and reliable manner when needed. Our energy storage solutions are designed to accommodate a wide variety of power sources and support multiple use cases, including renewable integration, peak capacity support, ancillary services, and resiliency applications.

Our solutions include:

•B-VAULT: Our electrochemical BESS solution designed to meet short-duration energy storage needs, typically in the range of one to four hours, including both AC and DC-coupled configurations. B-VAULT is designed to utilize purpose-built battery and inverter systems with an architecture intended to lower costs, improve performance, and promote project safety, and is offered as a suite of fully integrated battery energy storage equipment designed for reliability, flexibility, and availability. In addition, in December 2025 we launched B-VAULT FlexGrid, a configuration designed for industrial, commercial, and small-utility applications in the 2–25 MW range.

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•G-VAULT: Our proprietary gravity energy storage system (“GESS”) solutions are designed to address longer-duration energy storage needs and are generally intended to support multi-hour shifting applications. G-VAULT is a family of gravity energy storage products that use a mechanical process of lifting and lowering composite blocks or water to store and dispatch electrical energy and is designed as a long-life infrastructure asset. We have commercialized certain gravity energy storage technology and associated material science primarily through licensing arrangements and continue to evaluate partnership models for co-development and technology deployment. During 2025, the Company completed a commercial demonstration unit in Snyder, Texas, which is being used to showcase and demonstrate the Company’s gravity storage products to potential customers (the “Snyder CDU”). Also during 2025, the Company formed a joint venture with Skidmore, Owings & Merrill, an architecture and engineering firm, to design, research, develop, and commercialize gravity energy storage system technology for use in high-rise building towers.

•H-VAULT: Our hydrogen or hybrid energy storage system (“HESS”) solutions, including systems that integrate hydrogen fuel cells with battery storage, are designed to meet customer-specific resiliency and duration requirements. H-VAULT combines fast-response battery functionality with longer-duration capabilities enabled by hydrogen-fuel-cell configurations. For example, the CRC is a hybrid system integrating battery storage with hydrogen fuel cells designed to provide multi-day resiliency support during Public Safety Power Shutoff events.

•Software Solutions: Our proprietary, technology-agnostic software solutions are designed to monitor, control, and optimize energy storage and generation assets across multiple use cases. Our software solutions include:

◦VaultOS Energy Management System (“EMS”): EMS provides real-time monitoring, operational control, and optimized dispatch across an array of generation and short to ultra-long duration energy storage assets.

◦Vault-Bidder: Vault-Bidder uses artificial intelligence to leverage diverse, live data from directly monitored assets and external drivers to provide dispatch and revenue optimization. Vault-Bidder utilizes price forecasts to generate optimal bids for participating markets and can serve a diversity of use cases, including (but not limited to): island grids, stand-alone storage, and hybrid power plants.

◦Vault-Manager: Vault-Manager converts diverse, real-time data into clear asset performance visibility and insights, facilitating improved decision-making regarding maintenance, augmentation, and expansion. Advanced battery asset management capabilities offer comprehensive visibility into performance, reliability, maintenance, financial, and environmental key performance indicators at the portfolio, site, and asset levels.

Industry Overview

The utility scale energy storage industry continues to expand, driven by accelerating electricity demand, the ongoing global transition toward renewable generation, and heightened focus on grid reliability and resilience. In the United States, recent federal and reliability sector publications emphasize that load growth expectations have increased, with data centers and artificial intelligence workloads, electrification, and new large industrial and manufacturing facilities among the most cited drivers of incremental demand.

In parallel, the build out of renewable resources continues to increase the need for flexible capacity. Because wind and solar output can be intermittent and location dependent, grid-scale energy storage is increasingly deployed to balance supply and demand, support transmission constrained regions, provide ancillary services, and improve system resiliency. These dynamics are reflected in reporting by the U.S. Energy Information Administration on planned U.S. utility-scale capacity additions, which in recent years have largely been driven by solar photovoltaic and battery storage.

Software and controls remain increasingly important as storage penetration grows and market participation becomes more complex. As renewable generation and energy storage portfolios expand, owners and operators continue to seek software solutions that support dispatch decisions and enable optimization, enhance asset performance, and support participation across evolving wholesale market products and operational requirements.

Our ability to expand revenue depends on continued adoption of energy storage solutions and our ability to source, execute, and operate energy storage projects with attractive economics. Market growth continues to be supported by improving energy storage economics, including declining technology costs and continued standardization for battery storage technologies, and increased energy demand driven by data centers and the need for grid stabilization.

Government policies, regulations, and financial incentives also remain important drivers of energy storage deployment. In the United States, the Inflation Reduction Act of 2022 (“IRA”) related energy tax incentives continue to support investment in energy storage, including incentives applicable to standalone storage and potential bonus credits, including domestic content, for qualifying projects. To the extent that government incentives are reduced, eliminated, or permitted to expire,

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including as a result of the One Big Beautiful Bill Act (“OBBBA”) and its changes to the Internal Revenue Code of 1986, as amended (the “Code”) and the clean energy credits established under the IRA, or if eligibility requirements become more restrictive, customer demand and project economics could be adversely affected, including as a result of changes in governmental policy priorities.

These changes include, among others, permanently restoring an EBITDA-based business interest deduction limitation, permanently restoring 100% bonus depreciation for certain property, permanently restoring immediate expensing for certain domestic research and experimental expenditures, and changes with respect to incentives. The OBBBA also implemented new foreign entity of concern (“FEOC”)/prohibited foreign entity (“PFE”) restrictions that apply to all technology-neutral credits (Section 45Y and Section 48E of the Code) (the “Technology Neutral Credits”), the advanced manufacturing credit (Section 45X of the Code), and other related incentives. Such FEOC/PFE rules deny the availability of Tech Neutral Credits by, inter alia, imposing restrictions on ownership, debt, and effective control (including through the grant of rights through various agreements or licensing rights that are otherwise retained by such entities) in respect of certain PFEs, including, but not limited to, Chinese entities. Under these rules, project owners or component suppliers with disqualifying foreign-entity ties must satisfy new sourcing, ownership, and debt tests or potentially forfeit credit eligibility. Preliminary interim guidance has been released by the U.S. Department of Treasury and IRS that further clarified methods for calculating material assistance cost ratios and provided a safe harbor for purposes of determining a taxpayer’s material assistance from a “prohibited foreign entity.” The U.S. Department of Treasury and the IRS have indicated that more comprehensive guidance relating to these limitations is forthcoming which will be relevant to our business and operations. Legacy IRA credits under Sections 45 and 48 of the Code for projects with construction commenced by December 31, 2024, remain fully grandfathered and unaffected by the FEOC/PFE regime. It is possible that our stock ownership could change in the future such that we become a PFE. Final eligibility and compliance will depend on forthcoming U.S. Department of Treasury, IRS, and FERC (as defined below) guidance on domestic-content metrics, PFE ownership testing rules, PFE material-assistance certifications, and storage-specific interconnection standards. We continue to monitor these developments. Some of these changes could dampen demand for battery energy storage systems in the U.S., while other changes preserve robust support for standalone battery storage.

We believe we are well positioned to capitalize on these industry trends through our competitive pricing and scalability, the attributes of our energy storage solutions that span short duration and longer duration use cases, and our integrated capabilities across development, system design and integration, software, and long-term operations and maintenance, including under our Own & Operate strategy. Our strategy is intended to enable us to apply our technology and operating capabilities across both owned assets and customer projects, while continuing to utilize third party suppliers and other partners where appropriate. The OBBBA, which was enacted on July 4, 2025, contains a broad range of changes to U.S. federal income tax laws, including with respect to incentives enacted under the IRA.

Strategy, Strengths, and Differentiation

We leverage our differentiated technologies, integration capabilities, and software to provide economical solutions across short, long, and ultra-long-duration energy storage needs through (i) sales and licensing of our energy storage products and software and (ii) selective ownership and operation of energy storage assets. In 2025, we advanced our Own & Operate strategy through the launch of our Asset Vault platform.

We expect the energy storage market to be characterized by high growth and rapidly evolving use cases and requirements. Many market participants are primarily focused on solutions built around a single storage technology and/or rely on third-party platforms for software controls and optimization. By contrast, we have designed a technology-agnostic software platform intended to orchestrate and optimize the management of multiple energy storage and generation asset types across diverse applications. This approach is intended to broaden the use cases and duration scenarios that can be addressed by renewable generation and to support grid reliability use cases, including peak capacity, resiliency, and outage support.

Our strategy is supported by an integrated offering across development, system design and integration, software, and long-term operations and maintenance, including under our Own & Operate strategy. In 2025, we demonstrated execution across the project lifecycle after reaching the commercial operation milestone for Cross Trails and CRC.

Our range of solutions and commercial models is intended to provide customers and partners flexibility to address current needs while supporting future requirements as markets and regulations evolve. We also continued expanding our commercialization pathways in 2025, including acquisitions and development activity in Australia (Stoney Creek) and Texas (SOSA), and expansion through licensing our B-VAULT technology in India. For these reasons, we believe we are well positioned to compete successfully in the evolving market for energy storage solutions.

Own & Operate Asset Site Selection and Investment Criteria

We have developed investment criteria intended to support disciplined capital deployment into attractive energy storage projects on a discretionary basis, including through our Asset Vault platform. We evaluate a range of market, project,

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development, and economic factors, including jurisdiction-specific regulatory and policy considerations; market structure and monetization pathways (including contracted offtake, tolling, and merchant exposure); capacity and duration requirements; siting and constructability; permitting and environmental diligence; interconnection status and grid constraints; expected revenue stack (including energy, ancillary services, and capacity, where applicable); counterparty credit considerations; and the availability and monetization of government incentives, subsidies, and tax credits (including IRA-related credits and potential bonus credits). We also consider project delivery and operating factors such as EPC and supply chain execution risk, technology configuration, performance and degradation/augmentation assumptions, and long-term operations and maintenance requirements.

In addition to majority ownership opportunities, we may pursue minority equity investments alongside strategic partners when aligned with our return objectives, which is designed to allow us to participate in customer project economics while also providing traditional third-party project services, integration, software, and turnkey technology solutions.

Third-Party Project Delivery

For projects delivered to third-party customers, we primarily rely on two delivery models: (i) EPC delivery and (ii) engineered equipment (“EEQ”) delivery. Under an EPC model, we serve as the general contractor in which we rely on third-party EPC firms and subcontractors to perform construction activities, while our dedicated teams provide project management, engineering and integration oversight, and commissioning support. Under an EEQ model, we are responsible for delivery of the equipment within our scope of supply and for resolving issues within that scope, and we may also provide specialized technical and commissioning services for the project.

Business Model

As a result of our ability to deliver energy storage solutions to third parties and selectively own and operate energy storage assets, our business model includes:

•Sales and delivery of energy storage solutions to third-parties, including (i) constructing and delivering fully operational energy storage systems under an EPC model and (ii) delivering energy storage equipment under an EEQ model, which may also include related commissioning and technical support services.

•Development, ownership, and operation of energy storage assets intended to generate recurring cash flows through contracted arrangements and/or market participation.

•Minority equity investments in customer projects where we also provide EPC, EEQ, software, and/or long-term services, allowing us to participate in project economics while strengthening alignment with strategic customers.

•Software revenue, including licensing and subscription arrangements for asset management and use case applications.

•Service revenue, including long-term service arrangements that may include maintenance, monitoring, performance management, and other lifecycle services.

•Intellectual property revenue, including licenses and royalties associated with our energy storage technologies and related know-how.

Manufacturing and Customer Support

Our manufacturing, assembly, and construction model is designed to support scalable global execution and local deployment requirements. The components of our B-VAULT, and H-VAULT solutions are primarily sourced from third-party suppliers and can be procured from multiple sources worldwide. We typically procure batteries at the cell, module, or rack level and engage qualified contractors and integrators to assemble batteries and related balance-of-system components into outdoor enclosures and other modular equipment that are shipped to project sites for installation and commissioning. We also seek to mitigate supply chain constraints for certain components (including high-voltage equipment) through multi-sourcing and strategic supply arrangements.

The physical structure of our gravity energy storage solutions is based on our proprietary designs, with many components manufactured by suppliers to our specifications. Certain components are produced at supplier facilities, while others may be produced closer to, or at, the project site. Most electrical system components are generally off-the-shelf in nature and can be procured from multiple sources worldwide.

In EPC arrangements, construction at project sites typically involves establishing regional and country-level infrastructure to support local deployments through a contracting model, supported by our project management and engineering oversight. In 2025, we expanded regional support capabilities, including the establishment of a service and logistics center in central Switzerland to support deployments and after-sales service across the EMEA region.

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We provide our customers with limited assurance warranties to ensure our products are free of defects. We also provide maintenance, customer support, and repair services for energy storage systems, including preventative maintenance and software upgrades, when customers enter into long-term service arrangements and software licensing agreements. Our long-term service offerings are designed to provide customers with flexible scope options that may include preventive and corrective maintenance, performance and availability support, and operational support over an asset’s lifecycle.

Supply Chain

We seek to maximize our involvement in key aspects of the global, domestic, regional, and local supply chains that support our solutions. Through our supply chain procurement and supplier qualification processes, we aim to provide customers with vetted sources of integrated components for their energy storage needs while maintaining flexibility and resiliency in sourcing. Given our technology-agnostic approach, we source equipment from a variety of global suppliers and seek to avoid undue reliance on any single supplier, geography, or component, although availability and pricing for certain components may be subject to market conditions. While we seek to diversify sourcing, certain components have historically been sourced from limited geographies. On February 9, 2026, we executed a definitive supply agreement with Peak Energy securing 1.5 gigawatt-hours of Peak Energy's U.S. manufactured sodium-ion battery systems.

The markets our suppliers serve are materially impacted by government legislation, regulation, and trade policy. We monitor enacted and proposed legislation in the countries and regions in which we operate and seek to structure our sourcing and project delivery strategies to optimize project economics and compliance. In the United States, IRA-related incentives, as amended by the OBBBA, continue to support investment in energy storage, including the Technology Neutral Credits applicable to energy storage technology the construction of which began after December 31, 2024 and potential bonus credits (including domestic content) for qualifying projects, and the IRS has issued additional guidance regarding the domestic content requirements and related safe harbors.

However, evolving Technology Neutral Credit eligibility requirements and restrictions related to FEOCs/PFEs may affect the availability of certain tax credits, including the Technology Neutral Credits, and may influence supply chain decisions for projects, including those seeking to monetize tax incentives.

We are also subject to changes in international trade regulations, import controls, taxes, tariffs, and quotas, including tariffs on steel, aluminum, and batteries, as well as other trade actions that may affect the cost and availability of certain components. Changes in U.S. tariff policy applicable to China-origin lithium-ion batteries and related components increased volatility in the cost and availability of certain inputs used in our solutions and contributed to delays or cancellations of certain third-party sales opportunities due to anticipated cost increases. In addition, certain export-control measures impacting battery-related materials and equipment could further affect lead times and supply availability. In response, we have evaluated alternative sourcing options, including suppliers with manufacturing capabilities outside of China, to mitigate tariff and trade-related impacts; however, we cannot assure that these mitigation efforts will be available on commercially reasonable terms. For additional discussion of risks relating to our supply chain and exposure to international pressures, see Part I, Item 1A. “Risk Factors.”

Marketing and Sales

We seek to position Energy Vault as a long-term strategic partner for customers and counterparties across the energy storage value chain, including utilities, independent power producers, developers, and commercial and industrial customers. Our marketing and sales approach is intended to support both (i) third-party project delivery and equipment sales and (ii) our Own & Operate strategy through Asset Vault, including engagement with capital partners and project counterparties.

Our marketing strategy includes the following:

•Brand Visibility, Awareness, and Education: Through branding, web marketing, and thought-leadership content, we engage a broad set of stakeholders and seek to build awareness of our technology, project delivery capabilities, and software solutions.

•Drive Demand: Our outreach strategy is designed to drive qualified lead generation and accelerate customer adoption through targeted marketing initiatives, including digital campaigns and industry engagement.

To achieve this, we employ the following:

•Integrated Marketing: We take a targeted approach to integrated marketing campaigns intended to maximize efficiency of spend while increasing visibility in key markets, generating qualified leads, and supporting commercial conversion.

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•Lead Generation Model: Our campaigns are designed to drive customer engagement through multiple channels, including our website and digital outreach, as well as industry conferences, events, partner referrals, and other direct and indirect channels.

•Sales Model: Our sales model focuses on energy storage projects where customer objectives and use cases benefit from our integrated solution offerings, including system design and integration, software-enabled controls and optimization, and lifecycle service capabilities. We pursue opportunities across multiple customer segments and applications, including utility-scale deployments and configurations designed for commercial and industrial and small-utility applications.

•Geographic Focus: While we maintain global coverage, our geographic focus for our B-VAULT business includes North America, Europe, and Australia. We also continue to expand commercialization pathways through licensing and royalty arrangements in international markets, including India. Our geographic focus for our G-VAULT business remains centered around jurisdictions in which we have executed license and/or royalty arrangements and where project development pathways align with our commercialization strategy.

Target Customers

Our target customers include independent power producers and developers, utilities and municipal utilities, grid operators and other load-serving entities, government and public-sector organizations, and industrial and commercial organizations with significant electricity needs. Our solutions are designed to be technology-agnostic and configurable across a range of applications and durations, which we believe positions us to address a broad set of customer requirements as energy storage adoption continues to expand globally. In addition, under our Own & Operate strategy, we may contract with offtake counterparties and other market participants in connection with assets we own and operate.

Competition

We expect competition in the energy storage industry to remain intense and to continue evolving as deployments scale, use cases expand, and market participants respond to changing policy, trade, and supply chain conditions. Competitive dynamics in short-duration BESSs have been influenced by continued manufacturing scale, declining lithium-ion battery pack prices, and vertical integration, which can support deployment growth but also increase pricing pressure across the supply chain. For example, BloombergNEF reported in December 2025 that stationary storage battery pack prices declined materially in 2025, reflecting a rapidly changing cost environment for storage system providers.

We believe the principal competitive factors in the energy storage market include:

•Total project and lifecycle economics, including equipment and integration cost, operating cost, warranty terms, and expected performance over the project life;

•Safety, reliability, and quality, including compliance with applicable codes, standards, and permitting requirements;

•System performance and flexibility, including duration, efficiency, operating characteristics, and integration with renewable generation and the grid;

•Track record, bankability, and customer references, including demonstrated ability to deliver and operate projects at scale;

•Project execution capabilities, including engineering and integration expertise, commissioning, and schedule certainty;

•Supply chain resiliency and compliance, including supplier diversification, lead times, and the ability to meet evolving domestic content, trade, and import requirements;

•Software, controls, and optimization capabilities, including the ability to support participation across market products and operational requirements; and

•Lifecycle service capabilities, including long-term operations, maintenance, monitoring, and performance support.

For our third-party energy storage delivery business, our key competitors within the shorter duration BESS market include Tesla, Inc., Fluence Energy, Inc., FlexGen Power Systems, Inc., Sungrow Power Supply Co Ltd., and other integrators and OEMs, as well as battery manufacturers and suppliers that may compete on certain projects or influence competitive dynamics through pricing and supply availability.

Within the longer duration energy storage market there are system manufacturers with products in various states of viability utilizing various technologies including ESS Inc., Eos Energy Enterprises Inc., Hydrostor Inc., Primus Power, Form Energy, Inc., Gravitricity Ltd., and other solid-state battery manufacturers.

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For our Own & Operate business, competition comes from existing and emerging independent power producers and other asset owners and developers that pursue similar contracted and merchant opportunities. We believe our integrated approach, including development, engineering and integration, software, and long term operations and maintenance capabilities, and our focus on emerging critical energy infrastructure segments such as data centers, differentiate us from our peers in both domestic and international markets.

Some of our current and potential competitors have longer operating histories and greater financial, technical, marketing, and other resources than we do. These factors may allow competitors to respond more quickly to new technologies or changing customer requirements, engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns, and adopt more aggressive pricing policies, which may enable them to compete more effectively for energy storage projects.

Intellectual Property (“IP”)

We rely on a combination of patent, trademark, copyright, unfair competition, and trade secret laws, as well as confidentiality procedures and contractual restrictions with our employees, contractors and third parties, to establish, maintain, and protect our proprietary rights. Our success depends in part upon our ability to obtain, maintain, and enforce proprietary protection for those aspects of our technology and software that provide us with a competitive advantage, to mitigate the risk of infringement of the proprietary rights of others, and to prevent others from infringing or misappropriating our proprietary rights.

We have developed a patent portfolio to protect certain elements of our proprietary technology. As of December 31, 2025, we had 32 issued patents and 19 active patent applications pending in the U.S. Outside the U.S., we have 26 issued patents and 28 active patent applications pending in other countries throughout the world. We have five Patent Cooperation Treaty (“PCT”) patent applications pending. Our issued patents are expected to start expiring in 2039.

We primarily rely on copyright, trade secret laws, confidentiality procedures and contractual restrictions to protect our software. We also pursue the registration of our domain names and trademarks and service marks in the United States and internationally. As part of our overall strategy to protect our IP, we may take legal actions to prevent third parties from infringing or misappropriating our IP or from otherwise gaining access to our technology.

Regulatory Environment and Compliance

Federal, state, and local government statutes and regulations concerning electricity materially influence the markets for our products and services. These statutes and regulations directly affect our owned asset business and indirectly affect our third-party sales business. Regulatory frameworks often relate to electricity pricing, market participation requirements, competition with utilities, and the interconnection of customer-owned generation and storage. In the United States, governments and regulatory bodies, including state public utility commissions and federal agencies, periodically modify these statutes, regulations, tariffs, and market rules, which may affect the economics of energy storage projects and the value proposition of our solutions.

Each of our owned installations and our customers’ installations must be designed, constructed, and operated in compliance with applicable federal, state, and local regulations, codes, standards, guidelines, policies, and laws. To install and operate energy storage systems, we, our customers, or our partners (as applicable) must obtain permits and approvals from authorities having jurisdiction, including approvals related to building and fire codes and operational safety standards. Industry codes and standards applicable to BESS, including those addressing installation safety, fire and life safety risk mitigation, and associated test methods referenced in applicable fire codes, continue to evolve.

Energy storage systems typically require interconnection agreements and related approvals from applicable utilities, transmission providers, or grid operators in order to operate. Interconnection processes may require technical studies and may result in network upgrade requirements, and the timing and cost to achieve interconnection can be impacted by regulatory requirements and queue conditions. In the United States, the Federal Energy Regulatory Commission (“FERC”) has adopted significant interconnection reforms (including Order No. 2023) intended to address interconnection queue backlogs and improve certainty in interconnection processes, which may influence timelines, costs, and data requirements for energy storage and generation projects. In addition, a pending FERC rulemaking proceeding (in Docket No. RM26-4), may materially affect the economics of any projects that are designed to serve behind-the-meter loads.

For owned assets and certain customer projects, our operations may also be affected by wholesale market participation rules and reliability requirements applicable to independent system operators and regional transmission organizations (including, but not limited to, ERCOT). Changes in market rules may impact the prices our BESS assets pay for charging energy or receive for discharging energy or ancillary services.

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Our operations are subject to stringent and complex federal, state, and local laws and regulations governing occupational health and safety and labor practices. For example, we are subject to requirements under the federal Occupational Safety and Health Act, as amended, and comparable state laws that protect and regulate employee health and safety.

There are government regulations pertaining to the storage, transportation, handling, and disposal of hazardous materials. We and our suppliers, as applicable, are required to comply with these regulations in connection with operating and servicing energy storage systems and delivering systems into the market. For example, U.S. regulations address the management of waste batteries under “universal waste” requirements, and regulatory requirements relating to end-of-life management and recycling continue to evolve.

Increasing government regulation and enforcement related to supply chain transparency and import compliance (including forced-labor-related restrictions) may also impact sourcing, lead times, and compliance processes. For additional discussion of risks relating to governmental regulation and compliance, see Part I, Item 1A. “Risk Factors.”

U.S. Energy Storage Regulation and Legislation

The U.S. Congress, Department of Treasury, Internal Revenue Service (“IRS”), Department of Energy, FERC, and state and local authorities continue to review, implement, and modify policies, incentives, regulations, and legislation that can affect the economics and deployment of energy storage, including through tax credits, permitting and interconnection rules, and wholesale market participation frameworks. The timing, interpretation, and implementation of these programs can vary across administrations and may involve phased guidance and rulemaking over time. As a result, there can be uncertainty regarding eligibility, compliance requirements, and the timing and magnitude of benefits available to any particular project.

Federal Energy Tax Incentives and Related Guidance

U.S. federal tax incentives remain an important driver for energy storage investment. The IRA expanded and extended certain clean energy incentives, including enabling investment tax credits for standalone energy storage subject to eligibility requirements. In addition, for property that began construction after December 31, 2024, the tax credit regime generally transitioned to “clean electricity” Technology Neutral Tax Credits.

In 2024 and 2025, the U.S. Department of Treasury and the IRS issued significant additional guidance and regulations relevant to energy storage project economics and structuring. This includes, among other items, rules and clarifications addressing eligibility and definitions applicable to investment tax credits, including guidance clarifying that certain co-located energy storage configurations may remain eligible even when sharing power conditioning equipment with a co-located qualified facility.

The Technology Neutral Tax Credits generally include a base credit rate with the potential for an increased credit amount where prevailing wage and apprenticeship (“PWA”) requirements are satisfied (often described as a five-times multiplier relative to the base amount), subject to applicable rules and exceptions.

Projects may also be eligible for bonus credits under certain circumstances. For example, the domestic content bonus may be available where required steel, iron, and manufactured product thresholds are met, and the U.S. Department of Treasury and the IRS have issued and updated elective safe harbor approaches intended to simplify certain aspects of domestic content determinations. The energy community bonus may also be available for projects located in qualifying areas, and the IRS has issued guidance and FAQs related to energy community determinations. In addition, the Section 48E low-income communities bonus credit amount program can increase the Section 48E credit by 10% or 20% for certain qualifying smaller facilities, subject to program rules and allocation requirements.

The IRA also enabled monetization mechanisms that can be relevant to project financing, including credit transferability and elective payment (often referred to as “direct pay”) for certain taxpayers, each of which includes compliance requirements (including, in many cases, pre-filing registration).

2025 Legislative Developments and Evolving Compliance Requirements

On July 4, 2025, the OBBBA was signed into law (Public Law 119-21) and became effective in 2025. Among other tax changes, the OBBBA modified certain Technology Neutral Credits, among others, and introduced additional compliance requirements, imposing restrictions on ownership, debt, and effective control and including supply chain and sourcing restrictions and limitations related to material assistance from PFEs. The applicability of these requirements depends on the specific credit and project facts, including timing considerations such as when construction begins. The U.S. Department of Treasury and the IRS have issued guidance in this area, and additional guidance and implementation practices continue to evolve.

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Tariffs and Trade Policy

U.S. trade policy and tariff regimes can impact the cost and availability of energy storage components and project inputs. For example, the United States has finalized tariff actions under Section 301 of the 1974 Trade Act (“Section 301 tariffs”) covering certain China-origin products, including an increase in the tariff rate applicable to lithium-ion non-electric vehicle batteries to 25% effective January 1, 2026. In addition, U.S. tariffs on steel and aluminum under Section 232 of the Trade Expansion Act of 1962 (“Section 232 tariffs”), were increased to 50% effective June 4, 2025 (subject to certain country-specific provisions).

Separately, on February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), finding that IEEPA did not authorize the president to impose such tariffs.

While this decision does not impact the Section 301 or Section 232 tariffs, it is uncertain how future repercussions of the ruling and other changes in trade policy would impact our operations, supply chain, and cash flows.

Given the evolving nature of tariff policy, changes in tariffs, import restrictions, and related trade measures could increase our costs, disrupt our supply chain, and adversely affect project economics and customer demand.

Environmental, Social, and Governance

Energy Vault is committed to sustainability as reflected in our mission, our focus on responsible business management practices, and our approach to integrating sustainability as a key objective in product design and operations. We seek to operate as a responsible partner to our suppliers, customers, and other stakeholders as we execute our strategy and scale our solutions, including through our growing Own & Operate activities. We publish environmental, social, and governance (“ESG”) data, goals, and progress annually in a sustainability report, which is available on our website.

In 2025, the Company received a Corporate Sustainability Assessment Score of 74 (out of 100) as reported by 2025 S&P Global Sustainable1. S&P Global’s scoring framework measures sustainability performance relative to industry peers within its applicable industry classification. The Company was featured in S&P Global’s 2025 Sustainability Yearbook and received the sole Industry Mover designation for achieving the strongest year over year improvement in the machinery and electrical equipment industry.

The Company’s sustainability strategy is organized around three pillars: (i) Purpose, (ii) Products, and (iii) Partnerships.

Purpose

We seek to embed responsible business practices across our organization and to integrate ESG considerations into our business operations, product development processes, and reporting. Our Sustainability Team works to evaluate relevant impacts and priorities and to implement monitoring and reporting processes to track progress. We also maintain cross-functional engagement intended to support coordination across key functions (including operations, supply chain, and product teams), and to enhance internal accountability for executing our sustainability priorities.

In addition, we maintain and continuously improve management systems and governance processes intended to support responsible operations, including quality, environmental, occupational health and safety, information security, anti-bribery, and compliance management systems certifications (including ISO 9001, ISO 14001, ISO 45001, ISO 27001, ISO 37001, and ISO 37301).

Products

We seek to deliver high-quality energy storage and software solutions designed to support grid reliability and enable increased renewable energy penetration. We maintain quality and environmental management systems intended to support consistent execution and continuous improvement across our operations.

We invest in research and development intended to improve the sustainability attributes of our solutions, including evaluation of materials and end-of-life considerations where applicable. As part of our sustainability program, we conduct lifecycle assessments on products to evaluate and optimize the sustainability impacts of our technology across the product lifecycle.

Partnerships

We believe collaboration with suppliers, customers, and other partners is important to scaling energy storage deployments responsibly. Our sustainability initiatives consider relevant global external frameworks and standards and are intended to support transparency and continuous improvement. We are a participant in the United Nations Global Compact and aim to align our practices with its principles.

We have also established emissions-reduction targets and our near-term Scope 1 and Scope 2 targets have been validated by the Science Based Targets initiative (“SBTi”).

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ESG Reporting

Maintaining an environment of transparency and accountability allows us to share our commitments and progress with all stakeholders. Our focus on transparency with respect to sustainability and ESG is reflected by the publication of an annual Sustainability Report, which is available on our website; however, information contained on our website is not incorporated into this filing by reference.

Human Capital Management

At Energy Vault, we believe our employees are critical to executing our strategy and supporting our customers. We seek to foster a positive, equitable, and safe work environment and to maintain regular communication with employees through various channels such as emails, manager communications, and periodic all-hands meetings to support transparency and engagement.

Employees

As of December 31, 2025, we employed 142 full-time employees and six part-time employees, distributed across six different countries. None of our employees are represented by a labor union or collective bargaining agreement. We have not encountered any employment-related work stoppages, and we believe we maintain constructive relations with our employees.

Culture and Engagement

We maintain ongoing culture and engagement programming designed to reinforce our purpose, vision, mission, and values and to support a culture of recognition and continuous feedback. These efforts include structured workshops and employee resources intended to promote consistent leadership and communication practices across the organization.

Compensation and Benefits

We offer compensation and benefits programs intended to be competitive within relevant labor markets and to support our talent strategy. Our compensation programs are designed to align employee incentives with business objectives and Company performance. We provide base pay that is intended to be competitive based on position, skill set, experience, and geographic location, and we may also provide annual incentive awards and equity awards.

We also offer employee benefits that vary by country and region. These benefits may include a 401(k) plan, pension plan, life insurance, medical and dental insurance, vision insurance, health savings accounts, vacation pay, holiday pay, and parental leave.

Corporate Information

We file or furnish periodic reports and amendments thereto, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, proxy statements, and other information with the Securities and Exchange Commission (“SEC”). In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically. Our website is located at http://energyvault.com and our reports, amendments thereto, proxy statements, and other information are also made available, free of charge, on our investor relations website at http://investors.energyvault.com as soon as reasonably practicable after we electronically file or furnish such information with the SEC. The information posted on our website is not incorporated by reference into this Annual Report or any of our other securities filings unless specifically incorporated herein by reference.