Form 4: Energy Vault CFO Sells Shares for Tax Liability Under 10b5-1 Plan

Energy Vault Holdings, Inc. Chief Financial Officer Michael Thomas Beer sold 33,897 shares of common stock at $0.8105 per share to cover tax liabilities related to restricted stock unit vesting, as part of a pre-planned Rule 10b5-1 transaction.

Summary

• Michael Thomas Beer, Chief Financial Officer of Energy Vault Holdings, Inc. (NRGV), reported a transaction.
• On July 18, 2025, Beer sold 33,897 shares of common stock.
• The shares were sold at a price of $0.8105 per share.
• This sale was conducted by the Issuer to satisfy Beer's tax liability upon the vesting of restricted stock units.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following this transaction, Beer beneficially owns 1,266,103 shares of common stock directly.

Sentiment

Score: 6

Explanation: The transaction is a routine 'sell to cover' for tax purposes related to RSU vesting, which is a common and expected event for executives and does not typically indicate a change in management's confidence in the company. The future date and 10b5-1 plan further reduce any negative sentiment.

Positives

• The transaction is a routine 'sell to cover' for tax purposes, which is a common and expected event for executives receiving equity compensation and does not typically indicate a lack of confidence in the company.

Negatives

• The sale represents a reduction in the Chief Financial Officer's direct shareholdings, though it is for a non-discretionary purpose.

Future Outlook

The transaction, dated July 18, 2025, is a pre-planned sale of shares by the Chief Financial Officer, executed under a Rule 10b5-1 trading plan. This plan allows insiders to sell shares at a predetermined time or price, mitigating concerns about insider trading.

Management Comments

• Represents shares sold by the Issuer to satisfy the reporting person's tax liability on vesting of restricted stock units.

Industry Context

This is a routine insider transaction (sell-to-cover) common across all industries for executives receiving equity compensation. It does not provide specific industry context beyond the company operating in the energy sector.

Comparison to Industry Standards

• This is a standard 'sell to cover' transaction, common for executives across various industries when restricted stock units vest. It aligns with typical practices for managing tax obligations on equity compensation.
• For example, executives at technology companies like Microsoft or Apple, or energy companies like NextEra Energy, frequently engage in similar transactions when their equity awards vest, demonstrating a consistent approach to managing executive compensation and tax obligations across diverse sectors.

Related Party Transactions

• The Issuer (Energy Vault Holdings, Inc.) sold 33,897 shares of common stock on behalf of Chief Financial Officer Michael Thomas Beer to satisfy his tax liability arising from the vesting of restricted stock units. This is a common and routine related-party transaction for equity compensation.

Stakeholder Impact

• Shareholders: The transaction represents a minor, non-discretionary sale of shares by a key executive, which is a routine event for equity compensation and is unlikely to have a significant impact on shareholder value.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Recommendation

Keywords

Energy Vault Holdings, NRGV, Form 4, Insider Trading, Stock Sale, CFO, Michael Thomas Beer, Restricted Stock Units, Tax Liability, Equity Compensation, Rule 10b5-1