DEF 14A of Energy Vault Holdings, Inc., Apr 17, 2026

DEF 14A of Energy Vault Holdings, Inc.

Filed Apr 17, 2026 · FY20250001104659-26-044894

Open on EDGAR

  1. Our Annual Meeting

    Nominees for Election to the Board of Directors Class II Directors Stephanie Unwin has been a member of the Board since March 2024. She has served as the Chief Executive Officer of Arc Infrastructure, a leader in the managing rail freight network in Western Australia, since August 2025. Prior to this, Ms. Unwin served as the Chief Executive Officer at Horizon Power from March 2019 to July 2025, where she led the company through a rapidly changing energy landscape and positioned the company for long-term growth while accelerating decarbonization projects across Western Australia. From 2018 to 2019, Ms. Unwin served as General Manager of Transformation and Technology at CBH Group. From 2017 to 2018, Ms. Unwin served as Chief Executive Officer and Managing Director at Phylogica. Prior to her role at Phylogica, Ms. Unwin served in multiple executive-level roles at Synergy and Verve Energy (“Verve”) prior to Synergy’s merger with Verve, including General Manager of Retail, General Manager of Commercial and Chief Transformation Officer. Synergy is Western Australia’s largest energy generator and retailer to industrial and consumer customers. Ms. Unwin has been recognized as a dynamic leader within the energy and renewables sectors, including being named one of Western Australia’s most influential business leaders in Business News’ Power 500. Ms. Unwin also has significant experience serving other boards of publicly-listed companies, including Alacer Gold Corp, Zenith Energy, Integra Mining Limited and several non-listed joint ventures. Ms. Unwin received undergraduate degrees in economics and law from Murdoch University. We believe Ms. Unwin is well qualified to serve as a director on our Board due to her extensive executive leadership experience, deep expertise in renewable energy, and her significant service on the boards of publicly listed and private companies. Theresa Fariello has been a member of our Board since February 2023. She has served as Executive Vice President of Government Affairs & Global Public Policy for United Airlines (Nasdaq: UAL) since 2017. In this role, she leads United Airlines’ federal, state, local, and international government engagement, including environmental affairs. Prior to her role at United Airlines, Ms. Fariello served a sixteen-year tenure at ExxonMobil (NYSE: XOM), where she advised executive leadership on key governmental and policy matters. Prior to her time at ExxonMobil, Ms. Fariello served as Deputy Assistant Secretary for International Energy Policy in the Office of International Affairs at the U.S. Department of Energy and held senior leadership positions at Occidental Petroleum Corporation (NYSE: OXY). Ms. Fariello received her undergraduate degree in political science from George Washington University. She also holds a Master of Laws in International and Comparative Law from Georgetown University Law Center, as well as a Juris Doctorate from George Mason University School of Law. We believe Ms. Fariello is well qualified to serve as a director on our Board because of her substantial experience in government affairs and public policy at leading public companies. Thomas Ertel has been a member of our Board of Directors since February 2022. He was a Partner at Ernst & Young, LLP, an accounting firm, from June 2002 until his retirement from full-time employment in June 2017. Prior to that, Mr. Ertel spent 25 years, including 13 years as Partner, with Arthur Andersen, LLP, an accounting firm. From October 2017 until his retirement in April 2025, Mr. Ertel has served as Senior Vice President and Chief Accounting Officer of Strada Education Foundation, a nonprofit organization that strengthens America’s pathways between education and employment. From December 2017 through September 2021, he served as a director on the board of directors of Blackbaud, Inc. (Nasdaq: BLKB). Mr. Ertel holds a BS in Accounting from Ball State University and has maintained an active CPA license in the State of Indiana since 1980. We believe Mr. Ertel is well qualified to serve as a director on our Board because of his management skills and because of his knowledge and experience in accounting and corporate transactions. Continuing Members of the Board of Directors Class I Directors Larry Paulson has served as a member of our Board of Directors since February 2022 and previously served as a director and non-executive Chairman of our predecessor, Novus Capital Corporation II, a special purpose acquisition company, from its inception in September 202 until its merger with legacy Energy Vault in February 2022. Mr. Paulson co-founded Novus Capital Corporation, a special purpose acquisition company, and served as its Chief Executive Officer and a director from its inception in March 2020 until its business combination with AppHarvest, Inc. (Nasdaq: APPH) in January 2021. Mr. Paulson has served as a managing member of Novus Capital Associates, LLC, an investment firm, since its formation in October 2020. He has also served as principal and founder of Rancho Santa Fe Solutions, a wireless industry consulting company he founded in February 2010. From 2013 to January 2020, Mr. Paulson was with Qualcomm (Nasdaq: QCOM) where he served as Vice President of Product Management (from 2013 to 16), Vice President and President India and SAARC (from 2016 to 2018) and Vice President Sales NA and Australia (from 2018 to Jan 2020). Prior to Qualcomm, he served as Executive Vice President and Chief Marketing Officer of Brightpoint, Inc., a provider of worldwide distribution and integrated logistics services to the wireless communications industry, from 2011 to 2013. Prior to that he served with Nokia (NYSE: NOK) from 1987 to 2009 where he had numerous roles including global Senior Vice President and General Manager CDMA Product line. Mr. Paulson holds a BA in Communications from Point Park University. We believe Mr. Paulson is well qualified to serve as a director on our Board because of his more than thirty years of global senior management positions in the tech industry with expertise in wireless communications. Mary Beth Mandanas has served as a member of our Board of Directors since February 2022. Ms. Mandanas currently serves as Chief Executive Officer for Onyx Renewables LLC, having begun this role in January 2022. From July 2021 to July 2023, Ms. Mandanas served as an Independent Director, Audit Chair, on the Board of TortoiseEcofin Acquisition Corp III (NYSE: TRTL), a special purpose acquisition company. From August 2020 to August 2021, she consulted and served as Chief Investment Officer for Sol Systems, LLC, a renewable energy infrastructure and impact investment company based in Washington, DC. Previously, from September 2015 to May 2020, Ms. Mandanas held the position of Executive Vice President, Chief Strategy Officer, of CleanChoice Energy, Inc., a company engaged in renewable energy retail supply and community solar, where she led strategic planning and was responsible for raising capital, banking/investor relations and establishing protocols for risk management and financial reporting. Ms. Mandanas earned her M.B.A. degree from Vanderbilt University and graduated, magna cum laude, with a B.S. from the University of South Carolina. We believe Ms. Mandanas is well qualified to serve as a director on our Board because of her significant experience and knowledge in finance, risk management, investment banking, business and work with companies involved in renewable energy and other areas of the energy industry. Class III Directors

  2. Our Annual Meeting

    Robert Piconi is the co-founder of the Company and has served as our Chief Executive Officer and as a director since February 2022. Prior to his time at the Company, Mr. Piconi founded Medical Equipment Solutions & Applications (MESA) Group Holdings, a service provider for clinical and diagnostic imaging maintenance service, parts, and refurbished equipment solutions for all MRI, CT, PET CT, Angio/Cardiac and other general X-Ray systems, in 2009 and served as its chief executive officer until its acquisition by London-based private equity firm, Permira, in 2014, becoming Pantheon Healthcare Group and later Althea Group. He continued to serve as its Chief Executive Officer and a member of its board from 2014 to 2016. Prior to Pantheon Healthcare Group, Mr. Piconi served as Group Executive for the Network Software and Security Platform group companies at Danaher Corporation (NYSE: DHR) from 2012 to 2014. Mr. Piconi’s earlier experience included roles of increasing responsibility at large Fortune 500 public companies, including the diversified energy group Amoco Corporation and British Petroleum (NYSE: BP) after its merger with Amoco in 1998, followed by executive leadership roles of increasing responsibility at Bell Labs Lucent Technologies (now Nokia, NASDAQ: NOK) and as President and Chief Operating Officer at Spirent Communications (LSE: SPT) within the telecommunications network infrastructure industry. Mr. Piconi served as a director of Healthcare AI Acquisition Corp. (NASDAQ: HAIAF) from 2021 to 2023. Mr. Piconi holds a B.B.A. from the University of Notre Dame and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe Mr. Piconi is well qualified to serve as a as a director on our Board due to his unique knowledge of our Company, his exceptional leadership experience, strong operational track record, and decades of executive roles guiding complex, technology-driven organizations through growth and transformation. Dylan Hixon has served as a director since March 2025. He has served as the Chair of Hixon Properties Inc., a privately held real estate investment company, since June 2022, and as a director since 2005. Mr. Hixon is also President and a director of Finkbine Farms Inc., a position he has held since 2010. He has been General Partner of the Gideon Hixon Fund since 1990 and a co-Managing Partner beginning in 2007. Mr. Hixon is President of Arden Road Investments where manages a diversified portfolio of public and private investments, having served in this capacity since 2001. Mr. Hixon previously worked as an engineer, first at Precision Combustion, Inc. and then at Reel EFX, a special effects company. Mr. Hixon has served as a director on several private company boards, including ATTAP Technologies, Telaurus Communications, and Cogent Data Technologies. He also served on the Advisory Board of Levensohn Venture Partners. Mr. Hixon is a trustee and chair of the Academic Affairs and Tenure Committee at Harvey Mudd College in Claremont, California and a board member of the Yale School of the Environment, the Regional Plan Association of New York, and the Planetary Sunshade Institute. Mr. Hixon holds a Master’s degree in Mechanical Engineering from the California Institute of Technology and a Bachelor’s degree from Yale University. We believe Mr. Hixon is well qualified to serve as a director on our Board due to his extensive experience in investment management, technology-focused enterprises, and long record of strategic leadership. CORPORATE GOVERNANCE We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board of Directors sets high standards for our employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for stockholders and to oversee the management of the Company’s business. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the Company and our stockholders. Affirmative Determinations Regarding Director and Nominee Independence The Corporate Governance Guidelines adopted by our Board of Directors provide that a majority of the members of the Board of Directors, and each member of the audit, compensation and nominating and corporate governance committees, must meet the independence requirements set forth therein. The full text of the Corporate Governance Guidelines, including the independence requirements, is available for your review in the Governance Documents section of our website at https://investors.energyvault.com/governance. For a director to be considered independent, our Board of Directors must determine that a director meets the independent director qualification standards set forth in the Corporate Governance Guidelines, which comply with the New York Stock Exchange Listed Company Manual definitions of “independence” and is free from any material relationship with us and our executive officers. Our Board of Directors considers all relevant facts and circumstances known to it in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation or significant financial interest. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board of Directors has determined that each of Larry Paulson, Theresa Fariello, Dylan Hixon, Stephanie Unwin, Thomas Ertel and Mary Beth Mandanas, representing six of our seven directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is “independent” as that term is defined under the rules of the NYSE. In making this determination, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our common stock by each non-employee director and the relationship of certain non-employee directors with certain of our significant stockholders. Each member of our Board of Directors serving on our audit, compensation and nominating and corporate governance committees is “independent” within the meaning of the applicable rules of the NYSE and, as applicable, the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Background and experience of directors Our nominating and corporate governance committee is responsible for reviewing with our Board of Directors, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

  3. Our Annual Meeting

    | ● | periodically reviewing and revising a peer group of companies against which to assess our compensation programs and practices to ensure that they are competitive and supportive of our strategy and objectives; |

  4. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows the compensation paid to our named executive officers for the years ended December 31, 2025 and December 31, 2024.

  5. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Robert Piconi | 2025 | 901,164(4) | 1,573,629(4)(5) | 2,383,250 | — | 1,247,277(4) | 327,411(6) | 6,432,731 | | Chief Executive Officer | 2024 | 783,703 | 329,580 | 5,363,000 | — | 177,855 | 388,757 | 7,042,895 | | Michael Beer | 2025 | 375,000 | — | 95,330 | — | 408,375 | 12,250(7) | 890,955 | | Chief Financial Officer | 2024 | 252,404 | 126,202 | 1,182,000 | 744,000 | — | 6,563 | 2,311,168 | | Akshay Ladwa | 2025 | 454,908 | 204,351 | 810,305 | — | 371,546 | 3,053(7) | 1,844,163 | | Chief Development and Operations Officer | 2024 | 448,014 | 150,000 | 951,500 | — | 89,547 | 11,500 | 1,650,561 |

  6. 2025 Summary Compensation Table

    | (1) The amounts in this column include any discretionary components of the 2025 annual incentive bonus awards. |

  7. 2025 Summary Compensation Table

    | (2) The amounts included in this column represent the aggregate grant date fair value for awards granted in 2025. The grant date fair value was computed in accordance with FASB ASC Topic 718, and all amounts included in this column exclude the effect of estimated forfeitures. The assumptions we used in valuing stock awards and option awards are described in Note 2 (see the “Stock-Based Compensation” section of Note 2) and Note 17 to our audited financial statements included in our 2025 Annual Report. |

  8. 2025 Summary Compensation Table

    | (3) The amounts included in this column represent the portion of the 2025 annual incentive bonuses earned by the named executive officer that was based upon the Company’s achievement of pre-determined objective performance metrics. These bonuses were paid in March 2026. |

  9. 2025 Summary Compensation Table

    | (4) Reflects the conversion of the portion of Mr. Piconi’s compensation that was paid in Swiss Francs to U.S. dollars based on an exchange rate of 1.26586 as of December 31, 2025. |

  10. 2025 Summary Compensation Table

    | (5) Includes $733,503 pursuant to retention bonuses awarded in 2025, which was paid partially on September 15, 2025, and the balance on December 16, 2025. The retention bonuses are subject to repayment if the Company terminates Mr. Piconi’s employment for cause or Mr. Piconi terminates his employment with the Company for any reason, in each case prior to October 31, 2026, and December 31, 2026, respectively. This amount also includes $840,126 for the discretionary component of Mr. Piconi’s 2025 annual incentive bonus award, which was approved by the compensation committee based on an overall and subjective assessment of individual performance in 2025. |

  11. 2025 Summary Compensation Table

    | (6) Includes (i) a health allowance of $39,610, (ii) a car allowance of $26,591, (iii) medical physical fees of $32,913, (iv) club fees of $38,398, (v) 401(k) employer matching contributions of $2,100, (vi) tax return preparation fees of $79,393, and (vii) statutory Swiss pension costs of $108,406. The amounts for Mr. Piconi’s health allowance, car allowance, tax return preparation fees and statutory Swiss pension costs have been converted from Swiss Francs to U.S. dollars based on an exchange rate of 1.26586 as of December 31, 2025. |

  12. 2025 Summary Compensation Table

    | (7) Represents 401(k) employer matching contributions. |

  13. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  14. Outstanding Equity Awards at 2025 Year-End

    | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date ($) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Robert Piconi | 11/10/2022 | | | | | 162,500(4) | 749,125 | | | | | 11/10/2022 | | | | | | | 1,300,000(5) | 5,993,000 | | | 12/16/2022 | | | | | | | 199,048(6) | 917,611 | | | 05/19/2023 | 1,533,180(7) | 766,820 | $1.86 | 05/3/2030 | | | | | | | 03/07/2024 | | | | | 1,294,250(8) | 5,966,493 | | | | | 03/22/2025 | | | | | 2,500,000(9) | 11,525,000 | | | | Michael Beer | 05/16/2024 | | | | | 375,000(10) | 1,728,750 | | | | | 05/16/2024 | | | | | | | 200,000(11) | 922,000 | | | 05/16/2024 | 300,000(12) | 500,000 | $1.17 | 05/16/2034 | | | | | | | 03/22/2025 | | | | | 100,000(10) | 461,000 | | | | Akshay Ladwa | 07/03/2022 | | | | | 33,438(13) | 154,149 | | | | | 05/19/2023 | 399,960(7) | 200,040 | $1.86 | 05/19/2030 | | | | | | | 03/06/2024 | | | | | 229,625(9) | 1,058,571 | | | | | 03/22/2025 | | | | | 850,000(10) | 3,918,500 | | |

  15. Outstanding Equity Awards at 2025 Year-End

    | (1) Represents options granted pursuant to the 2022 Plan or the Energy Vault Holdings, Inc. 2022 Employment Inducement Award Plan (the “Inducement Plan”). |

  16. Outstanding Equity Awards at 2025 Year-End

    | (2) Represents unvested RSUs granted pursuant to the 2022 Plan or the Inducement Plan. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. |

  17. Outstanding Equity Awards at 2025 Year-End

    | (3) Market value was calculated using the closing price per share of our common stock on December 31, 2025 (the last trading day of 2025), which was $4.61. |

  18. Outstanding Equity Awards at 2025 Year-End

    | (4) Reflects the number of time-based RSUs received by Mr. Piconi on November 10, 2022. Such outstanding shares vested in full on February 28, 2026. |

  19. Outstanding Equity Awards at 2025 Year-End

    | (5) Reflects the number of performance-based RSUs received by Mr. Piconi on November 10, 2022. The RSUs vest as to 33.33% upon the Company’s common stock reaching a market price of $15 per share for 20 out of 30 trading days prior to February 11, 2029 (the “$15 Share Price Target”), 33.33% upon the achievement of the Company’s common stock reaching a market price of $17.50 per share for 20 out of 30 trading days prior to February 11, 2029, and 33.33% upon the achievement of the Company’s common stock reaching a market price of $20 per share for 20 out of 30 trading days prior to February 11, 2029. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the $15 Share Price Target. |

  20. Outstanding Equity Awards at 2025 Year-End

    | (6) The award of RSUs vests as to 33.33% upon the achievement of the Company’s common stock reaching a market price of $11 per share for 20 out of 30 trading days prior to December 15, 2026 (the “Piconi $11 Share Price Target”), 33.33% upon the achievement of the Company’s common stock reaching a market price of $13 per share for 20 out of 30 trading days prior to December 15, 2026 and 33.33% upon the achievement of the Company’s common stock reaching a market price of $15 per share for 20 out of 30 trading days prior to December 15, 2026. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the Piconi $11 Share Price Target. |

  21. Outstanding Equity Awards at 2025 Year-End

    | (7) The outstanding shares subject to the stock option award vest on May 4, 2026. |

  22. Outstanding Equity Awards at 2025 Year-End

    | (8) The outstanding RSUs vest in five substantially similar quarterly installments. |

  23. Outstanding Equity Awards at 2025 Year-End

    | (9) The outstanding RSUs vest 33.2% on March 31, 2026, and then in eight substantially similar quarterly installments thereafter. |

  24. Outstanding Equity Awards at 2025 Year-End

    | (10) The outstanding RSUs vest in ten substantially similar quarterly installments. |

  25. Outstanding Equity Awards at 2025 Year-End

    | (11) The award of RSUs vests 33.33% upon the achievement of the Company’s common stock reaching a market price of $4.50 per share for 20 out of 30 trading days prior to May 16, 2028 (the “Beer $4.50 Share Price Target”), and 33.33% upon the achievement of the Company’s common stock reaching a market price of $5.50 per share for 20 out of 30 trading days prior to May 16, 2028. In accordance with SEC rules, the number of shares reported represents payout based on the achievement of the threshold performance goal, which is the Beer $4.50 Share Price Target. |

  26. Outstanding Equity Awards at 2025 Year-End

    | (12) The outstanding shares subject to the option vest in ten substantially similar quarterly installments. |

  27. Outstanding Equity Awards at 2025 Year-End

    | (13) The outstanding RSUs vested in full the first quarter of 2026. |

  28. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our named executive officers may be entitled to certain benefits upon a termination of employment under the terms of their respective employment agreements and equity award agreements. Mr. Piconi’s Employment Agreement Mr. Piconi’s employment agreement provides for certain payments and benefits upon termination of his employment. The material terms of these arrangements are described below:

  29. Potential Payments Upon Termination or Change in Control

    | ● | Termination without cause, for good reason, or due to death or disability. If Mr. Piconi’s employment is terminated by the Company without cause, by Mr. Piconi for good reason, or due to Mr. Piconi’s death or disability, then Mr. Piconi will be entitled to receive, (i) a cash payment equal to one times his base salary plus his target annual bonus, (ii) any earned but unpaid bonus for the year prior to the year of termination, and (iii) payments or reimbursements to cover premiums for up to 12 months of continued medical, dental or vision coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Additionally, 50% of any unvested time-based equity awards will immediately vest and with respect to any unvested performance-based equity awards, (a) 50% will immediately vest at target performance, and (b) 50% will remain outstanding and eligible to vest based on the attainment of the applicable performance conditions until the earlier of (x) the end of the original performance period or (y) the second anniversary of the date of termination. Furthermore, Mr. Piconi’s right to exercise any stock options would be extended for two years from the date of termination, subject to earlier termination in a change in control (if not assumed by the acquirer) and upon the final expiration date of the option. |

  30. Potential Payments Upon Termination or Change in Control

    | ● | Termination in connection with a change in control. If Mr. Piconi’s employment is terminated by the Company without cause, by Mr. Piconi for good reason, or due to Mr. Piconi’s death or disability within 90 days prior to, or within 18 months following, a change in control of the Company, then Mr. Piconi will be entitled to receive (i) a cash payment equal to two (2) times his base salary plus 1.5 times his target annual bonus, (ii) any earned but unpaid bonus for the year prior to the year of termination, and (iii) payments or reimbursements to cover premiums for up to 18 months of continued medical, dental or vision coverage pursuant to COBRA. Additionally, any unvested equity-based awards will vest, with any performance-based vesting conditions deemed earned at target performance. Furthermore, Mr. Piconi’s right to exercise any stock options would be extended for two years from the date of termination, subject to earlier termination upon the final expiration date of the option (or upon the change in control if his termination of employment occurs in the 90 day period prior to a change in control). |

  31. Potential Payments Upon Termination or Change in Control

    Upon a change in control that does not coincide with a termination of Mr. Piconi’s employment, 100% of his outstanding time-based equity awards will fully vest and 50% of his unvested performance-based equity awards will immediately vest. For purposes of Mr. Piconi’s employment agreement, the following definitions apply: “Cause” generally means Mr. Piconi’s (i) willful failure to substantially perform his material duties or material failure to carry out any lawful and reasonable directive of the Board, (ii) willful misconduct or fraud in connection with his employment, (iii) commission of a reportable violation of any rules or regulations that constitutes a serious offense that is reasonably likely to or does result in a significant fine, (iv) conviction or plea of nolo contendere to a felony or any crime involving moral turpitude, (v) engaging in sexual or other forms of unlawful harassment, (vi) material violation of applicable Company policies practices, and standards that is reasonably likely to or does cause material harm to the Company, or (vii) material breach of any written agreement with the Company. “Change in Control” generally means (i) any one person or more than one person acting as a group acquires beneficial ownership of more than fifty percent (50%) of the voting power of the Company’s outstanding voting stock, (ii) the Company undergoes a sale or disposition of all or substantially all of the Company’s assets, (iii) a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the person resulting from such merger or consolidation, (iv) individuals who constitute the Board cease to constitute at least a majority of the Board, or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of our assets. “Disability” generally means “disability” as defined in the Company’s applicable long-term-disability plan or, at any time the Company does not sponsor a long-term disability plan, Mr. Piconi’s inability to perform, with or without reasonable accommodation, the essential functions of his position for a total of four months during any six-month period as a result of physically or mentally illness as determined by a physician. “Good Reason” generally exist in the event any of the following actions are taken without Mr. Piconi’s written consent: (i) a material reduction in Mr. Piconi’s duties, responsibilities, authorities, powers or functions, (ii) a material reduction in base salary or target annual bonus, (iii) a relocation of his primary work location more than 35 miles, or (iv) a material breach by the Company of any written agreement with Mr. Piconi. However, “Good Reason” will only exist if Mr. Piconi gives the Company notice within 60 days after the first occurrence of any of the foregoing events and the Company fails to correct the matter within 30 days following receipt of such notice. Pursuant to the terms of his Employment Agreement and a separate confidentiality agreement, Mr. Piconi is subject to (i) customary invention assignment and confidentiality restrictions and (ii) non-compete and employee non-solicit covenants for 12 months following a termination of employment. Mr. Beer and Mr. Ladwa’s Employment Agreements Mr. Beer and Mr. Ladwa’s employment agreements provides for certain payments and benefits upon termination of the executive’s employment. The material terms of these arrangements are described below:

  32. Potential Payments Upon Termination or Change in Control

    | ● | Termination without cause or for good reason. If the executive’s employment is terminated by the Company without cause or by the executive for good reason, then the executive will be entitled to receive, (i) an amount of cash equal to one times the executive’s annual base salary, (ii) a pro-rated target annual bonus for the year in which termination occurs, and (iii) eighteen months of Company COBRA continuation coverage at subsidized active employee rates. |

  33. Potential Payments Upon Termination or Change in Control

    | ● | Termination in connection with a change in control. If the executive’s employment is terminated by the Company without cause or by the executive for good reason, then the executive will be entitled to receive, (i) a cash payment equal to 1.5 times the sum of his base salary and his target annual bonus, (ii) a pro-rated target bonus for the year of termination, (iii) accelerated vesting of all unvested equity awards, and (iv) up to 18 months of continued medical, dental or vision coverage pursuant to COBRA at subsidized active employee rates. |

  34. Potential Payments Upon Termination or Change in Control

    For purposes of Mr. Beer and Mr. Ladwa’s employment agreements, the following definitions apply: “Cause” generally has the same definition ascribed to such term in the Retention Bonuses “Change in Control” generally has the same definition ascribed to such term in Mr. Piconi’s employment agreement. “Good Reason” generally exist in the event any of the following actions are taken without the executive’s written consent: (i) a material reduction in the executive’s duties, responsibilities, authorities, powers or functions, (ii) a material reduction in base salary or target annual bonus, or (iii) a relocation of the executive’s primary work location more than 60 miles. However, “Good Reason” will only exist if the executive gives the Company notice within 60 days after the first occurrence of any of the foregoing events and the Company fails to correct the matter within 30 days following receipt of such notice. Pursuant to the terms of their employment agreements, each of Mr. Beer and Mr. Ladwa agreed to the Company’s standard Employee Confidentiality, Non-Disclosure, and Inventions Assignment Agreement, which includes (i) customary invention assignment and confidentiality provisions and (ii) an employee non-solicit covenant for 12 months post-termination of employment. The 2022 Plan and the Inducement Plan In addition, upon a change in control, an executive who is employed at the time of such change in control is entitled to accelerated vesting of any outstanding awards granted under the 2022 Plan or the Inducement Plan, provided that such awards are not otherwise continued, assumed, or substituted by the surviving entity. In such circumstances, all outstanding awards will fully vest immediately prior to the consummation of the change in control, with any performance-based vesting conditions deemed satisfied at target performance. For purposes of the 2022 Plan and the Inducement Plan, “Change in Control” generally has the same definition ascribed to such term in Mr. Piconi’s employment agreement.

  35. Non-Executive Director Compensation

    Non-Executive Director Compensation The following table sets forth the compensation earned by or paid to each of our non-executive directors during the year ended December 31, 2025. Mr. Piconi served as a member of our Board in 2025; however, he is compensated as an employee for his service as our Chief Executive Officer and does not receive additional compensation for his service as a director. See “Executive Compensation — 2025 Summary Compensation Table” above for information regarding Mr. Piconi’s compensation.

  36. 2025 Director Compensation Table

    2025 Director Compensation Table

  37. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Larry M .Paulson | 75,000 | 169,189 | 244,189 | | Bill Gross(2) | 18,750 | 52,500 | 71,250 | | Stephanie Unwin | 75,000 | 147,120 | 222,120 | | Thomas Ertel | 75,000 | 169,189 | 244,189 | | Mary Beth Mandanas | 75,000 | 169,189 | 224,189 | | Theresa Fariello | 75,000 | 147,120 | 222,120 | | Dylan Hixon(3) | 56,250 | 103,371 | 159,878 |

  38. 2025 Director Compensation Table

    | (1) Amounts reflect the grant date fair value of stock awards granted during the applicable year computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all stock awards in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The number of RSUs granted to each non-employee director was determined by dividing the intended RSU award value, as described below, by the average price of our common stock for the twenty (20) trading days immediately preceding the reference date prescribed by our stock grant procedures. |

  39. 2025 Director Compensation Table

    | (2) Mr. Gross resigned from the Board effective March 31, 2025. Amounts reflect the director compensation Mr. Gross earned as a director for the period January 1, 2025 to March 31, 2025, as well as cash payments and a stock award granted for Mr. Gross’s consulting services rendered in the remainder of 2025. |

  40. 2025 Director Compensation Table

    | (3) Mr. Hixon was elected as a director effective March 31, 2025. Amounts reflect the compensation Mr. Hixon earned for the period March 31, 2025 to December 31, 2025. |

  41. 2025 Director Compensation Table

    The table below shows the aggregate numbers of unvested stock awards held as of December 31, 2025 by each non-employee director. None of our non-employee directors held any outstanding option awards as of December 31, 2025.

  42. 2025 Director Compensation Table

    | Name | Total Stock Awards Outstanding | | Larry Paulson | 161,132 | | Bill Gross | 50,000 | | Stephanie Unwin | 232,104 | | Thomas Ertel | 161,132 | | Mary Beth Mandanas | 161,132 | | Theresa Fariello | 168,440 | | Dylan Hixon | 98,449 |

  43. 2025 Director Compensation Table

    We maintain a non-executive director compensation program whereby each non-executive director receives the following amounts for their service on the Board:

  44. 2025 Director Compensation Table

    | ● | an annual cash retainer of $75,000, paid quarterly in arrears; |

  45. 2025 Director Compensation Table

    | ● | a grant of RSUs with an approximate value of $200,000 upon the non-executive director’s initial election or appointment to the Board (the “Initial Award”); |

  46. 2025 Director Compensation Table

    | ● | if the non-executive director has served on our Board for at least six months as of the date of an annual meeting of stockholders, a grant of RSUs with an approximate value of $100,000 (the “Annual Award”); and |

  47. 2025 Director Compensation Table

    | ● | a grant of RSUs with an approximate value of $15,000 if the non-executive director is the chair of a committee. |

  48. 2025 Director Compensation Table

    The Initial Award will vest in three annual installments on each anniversary of the date of grant, subject to the director’s continued service on the Board through each such anniversary. Annual Awards will vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders, in each case subject to the director’s continued service on the Board through such date. In the event of a change in control, both the Initial Award and Annual Awards will vest in full, provided that the non-executive director remains in service through such change in control. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information known to us regarding the beneficial ownership of our Common Stock as of March 31, 2026 by:

  49. 2025 Director Compensation Table

    | ● | each person who is known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock; |

  50. 2025 Director Compensation Table

    | ● | each current named executive officer and director of the Company; and |

  51. 2025 Director Compensation Table

    | ● | all current executive officers and directors of the Company, as a group. |

  52. 2025 Director Compensation Table

    Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power”, which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. The beneficial ownership percentages set forth in the table below are based on 174,146,636 shares of Common Stock issued and outstanding as of the Record Date. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock. Unless otherwise indicated, the business address of each of the directors and executive officers of each of the directors and executive officers of the Company is 4165 East Thousand Oaks Blvd., Suite 100, Westlake Village, CA 91362.

  53. 2025 Director Compensation Table

    | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Class | | Named Executive Officers and Directors: | | | | Robert Piconi(1) | 23,417,827 | 13.4% | | Michael Beer(2) | 1,075,945 | * | | Akshay Ladwa(3) | 2,141,336 | 1.2% | | Theresa Fariello(4) | 299,064 | * | | Dylan Hixon(5) | 998,514 | * | | Thomas Ertel(6) | 365,788 | * | | Mary Beth Mandanas(7) | 350,838 | * | | Larry M. Paulson(8) | 1,111,024 | * | | Stephanie Unwin(9) | 278,092 | * | | All Directors and Current Executives Officers of Energy Vault as a Group (9 individuals)(10) | 30,038,428 | 17.2% | | Five Percent Holders: | | | | SoftBank Vision Fund (AIV M2) L.P.(11) | 15,535,631 | 8.9% |

  54. 2025 Director Compensation Table

    | * Means less than 1%. |

  55. 2025 Director Compensation Table

    | (1) The amount of Common Stock reported as beneficially owned herein includes (i) 9,389,129 shares of Common Stock held directly by Mr. Piconi, (ii) 11,728,698 shares of Common Stock in which Mr. Piconi maintains sole voting control pursuant to irrevocable proxies, and (iii) 2,300,000 shares of Common Stock underlying stock options that are currently exercisable or will be exercisable within 60 days of the Record Date. |

  56. 2025 Director Compensation Table

    | (2) Includes 350,000 shares of Common Stock underlying stock options that are currently exercisable or will be exercisable within 60 days of the Record Date. |

  57. 2025 Director Compensation Table

    | (3) Includes 600,000 shares of Common Stock underlying stock options that are currently exercisable or will be exercisable within 60 days of the Record Date. |

  58. 2025 Director Compensation Table

    | (4) Includes 140,114 shares of Common Stock underlying restricted stock units that vest within 60 days as of the Record Date. |

  59. 2025 Director Compensation Table

    | (5) Includes 900,065 shares of Common Stock held directly by Arden Road Investments LLC. Mr. Hixon is the sole trustee of the Dylan Trust under the JMH-ICH Lex Trust which holds shares in Arden Road Investments LLC. Mr. Hixon manages and maintains investment and dispositive power over the securities held by Arden Road Investments LLC. As such, Mr. Hixon may be deemed to share beneficial ownership of the Common Stock held directly by Arden Road Investments LLC. Mr. Hixon disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The business address of Arden Road Investments LLC is 1075 Main St. Suite 200, Waltham, MA 02451. |

  60. 2025 Director Compensation Table

    | (6) Includes 161,132 shares of Common Stock underlying restricted stock units that vest within 60 days as of the Record Date. |

  61. 2025 Director Compensation Table

    | (7) Includes 161,132 shares of Common Stock underlying restricted stock units that vest within 60 days as of the Record Date. |

  62. 2025 Director Compensation Table

    | (8) Includes (i) 161,132 shares of Common Stock underlying restricted stock units that vest within 60 days as of the Record Date and (ii) 609,256 shares of Common Stock held through the Larry M Paulson and Gretchen V Paulson Family Trust dated September 4, 2019, and any amendments thereto (the “Paulson Trust”). Mr. Paulson is trustee of the Paulson Trust, and as a result, may be deemed to be the beneficial owner of the securities held by the trust, but disclaims beneficial ownership of any shares. |

  63. 2025 Director Compensation Table

    | (9) Includes 140,114 shares of Common Stock underlying restricted stock units that vest within 60 days as of the Record Date. |

  64. 2025 Director Compensation Table

    | (10) Includes (i) 3,250,000 shares of Common Stock underlying stock options that are currently exercisable or will be exercisable within 60 days of the Record Date and (ii) 763,624 shares of Common Stock underlying restricted stock units that vest within 60 days as of the Record Date. |

  65. 2025 Director Compensation Table

    | (11) Based on a Form 4 filed on January 20, 2026. Consists of 15,535,631 shares of Common Stock held directly by SoftBank Vision Fund (AIV M2) L.P. SB Investment Advisers (UK) Limited (“SBIA UK”) has been appointed as alternative investment fund manager (“AIFM”) and is exclusively responsible for managing SoftBank Vision Fund (AIV M2) L.P. in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SoftBank Vision Fund (AIV M2) L.P., SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund (AIV M2) L.P.’s investments. As a result, SBIA UK may be deemed to share beneficial ownership over the securities reported herein. The business address of SoftBank Vision Fund (AIV M2) L.P. is 251 Little Falls Drive, Wilmington, DE 19808. The business address of SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom. |

  66. 2025 Director Compensation Table

    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Since January 1, 2023, there has not been, nor is there any proposed transaction in which we were or will be a party or in which we were or will be a participant, involving an amount that exceeded or will exceed $120,000 and in which any director, executive officer, beneficial owner of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the compensation arrangements and other agreements and transactions which are described in “Executive and Director Compensation” section and the transactions described below. Related Party Transactions On May 19, 2023, we entered into a patent license option agreement with Continuum Renewables, Inc., (“Continuum”), an affiliate of Bill Gross, a former member of our Board who served until March 31, 2025. The option agreement granted Continuum an option to enter into licensing agreements in certain territories to use the Company’s gravity storage technology in exchange for a fee of $0.5 million. Continuum exercised its option for one of the territories on June 30, 2023 and paid the Company an additional $0.5 million. Indemnification agreements We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers. Policies and procedures for related party transactions We have adopted a related-party transaction policy setting forth the policies and procedures for the review and approval or ratification of transactions involving us and “related persons.” For the purposes of this policy, a “related person” is (i) any person who is or was a director or executive officer of the company or is a nominee for election as a director (as such terms are defined below) of the company at any time since the beginning of the last fiscal year; (ii) any individual or entity known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities at the time of the occurrence or existence of a related party transaction; (iii) any immediate family member of an individual identified under (i) and (ii) above; (iii) any other family members (cousins, etc.) over which an individual identified under (i) and (ii) above has control or influence, or who has control or influence over that individual; (iv) any entity or entities in which a person from the items above has a controlling interest, or exerts significant influence such that the entity is prevented from fully pursuing its own separate interest(s). The policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated party and the extent of the related person’s interest in the transaction. All related-party transactions may only be consummated if our audit committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or vote respecting approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the audit committee that considers the transaction. STOCKHOLDER PROPOSALS Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2027 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit the proposal in writing not later than December 18, 2026. Stockholders intending to present a proposal at the 2027 Annual Meeting, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, we must receive notice of such a proposal or nomination for the 2027 Annual Meeting no earlier than January 29, 2027 and no later than February 28, 2027. The notice must contain the information required by the Bylaws, a copy of which is available upon request to our Secretary. In the event that the date of the 2027 Annual Meeting is more than 30 days before or more than 70 days after May 29, 2027, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting is first made, whichever first occurs. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by the deadline for submitting director nominations under our Bylaws, as described above. Stockholder proposals must be in writing and should be addressed to our Secretary, at our principal executive offices at 4165 East Thousand Oaks Blvd., Suite 100, Westlake Village, CA 91362. It is recommended that stockholders submitting proposals direct them to our Secretary and utilize certified mail, return receipt requested in order to provide proof of timely receipt. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including conditions set forth in our Bylaws and conditions established by the SEC. HOUSEHOLDING To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding our stock but sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Proxy Statement and Annual Report and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies.

  67. 2025 Director Compensation Table

    This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. If you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of our annual report and other proxy materials mailed to you, please submit a written request to our Secretary, at 4165 East Thousand Oaks Blvd., Suite 100, Westlake Village, CA 91362, or call our Investor Relations at 929-232-3561, and we will promptly send you what you have requested. You can also contact our Secretary or Investor Relations if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings. SOLICITATION OF PROXIES The accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of Annual Meeting of Stockholders is attached to this Proxy Statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by the brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities. We have retained Alliance Advisors for the solicitation of proxies for a fee of $13,000 plus out-of-pocket expenses. In addition, we may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners. We intend to file a proxy statement and proxy card with the SEC in connection with the solicitation of proxies for our 2026 Annual Meeting. FORWARD-LOOKING STATEMENTS This Proxy Statement contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding the business or financial performance. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect the Company’s business, particularly those mentioned in the risk factors and cautionary statements in Item 1A of the 2025 Annual Report, and in any periodic reports on Form 10-Q and current reports on Form 8-K, that it files with the SEC from time to time. OTHER MATTERS We do not know of any business, other than as described in this Proxy Statement that should be considered at the Annual Meeting. If any other matters should properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxies held by them in accordance with their best judgment. AVAILABLE INFORMATION We are subject to the informational requirements of the Exchange Act, and, in accordance therewith, file reports and other information with the SEC. The SEC maintains an Internet site that contains our reports, proxies and information statements that we have filed electronically with the SEC at http://www.sec.gov. A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025 (INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, BUT NOT INCLUDING EXHIBITS), WHICH WE FILED WITH THE SEC ON MARCH 18 2026, WILL BE PROVIDED WITHOUT CHARGE TO ANY STOCKHOLDER OF RECORD ON MARCH 31, 2026 UPON THE WRITTEN REQUEST OF ANY SUCH PERSON TO MS. AMY BLAKEWAY, SECRETARY, ENERGY VAULT HOLDINGS, INC., 4165 East Thousand Oaks Blvd., Suite 100, Westlake Village, CA 91362. A reasonable fee will be charged for copies of exhibits. You also may access this Proxy Statement and our Annual Report on Form 10-K at www.proxyvote.com. You also may access our 2025 Annual Report, at https://www.energyvault.com/. The information contained on our website, other than this Proxy Statement, is not considered proxy solicitation material and is not incorporated by reference herein. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.

  68. 2025 Director Compensation Table

    | | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V88588-P49042 ! ! ! For All Withhold All For All Except For Against Abstain ! ! ! To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ENERGY VAULT HOLDINGS, INC. 4165 EAST THOUSAND OAKS BLVD, SUITE 100 WESTLAKE VILLAGE, CA 91362 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 28, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/NRGV2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 28, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ENERGY VAULT HOLDINGS, INC. Nominees: 2. Ratification of the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2026. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1. Election of Class II members of the Board of Directors. The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR proposal 2: 01) Stephanie Unwin 02) Theresa Fariello 03) Thomas Ertel SCAN TO VIEW MATERIALS & VOTEw |

  69. 2025 Director Compensation Table

    | | V88589-P49042 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ENERGY VAULT HOLDINGS, INC. Annual Meeting of Shareholders May 29, 2026 12:00 PM ET This proxy is solicited by the Board of Directors The shareholders hereby appoint Robert Allen Piconi (CEO) and Amy Blakeway (Chief Legal Officer), or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of ENERGY VAULT HOLDINGS, INC. that the shareholders are entitled to vote at the Annual Meeting of Shareholders to be held at 12:00 PM ET on May 29, 2026, virtually at: www.virtualshareholdermeeting.com/NRGV2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side |