ESS Tech sets $380K salary, change-in-control pay

ESS Tech, Inc. set formal change-in-control severance and equity acceleration protections for its CFO and Chief Strategy Officer/General Counsel at a $380,000 base salary level.

Rhea-AI Filing Summary

ESS Tech, Inc. (GWH) entered into new employment agreements with Chief Financial Officer Kate Suhadolnik and Chief Strategy Officer and General Counsel Kelly F. Goodman, effective August 28, 2026, memorializing existing terms of employment without changing their titles, roles, responsibilities, or annual cash incentive bonus eligibility.

Each executive will receive a base salary of $380,000. If employment ends under specified qualifying terminations during the Change in Control protective period (from one month before to twelve months after a Change in Control), the affected executive is entitled to: (i) a cash payment equal to 12 months of base salary, (ii) payment of 12 months of COBRA continuation premiums for the executive and covered dependents, and (iii) full acceleration of then-unvested, outstanding equity awards. The agreements also include customary confidentiality, non-solicitation, and non-competition covenants, and will be filed as exhibits to the Form 10-Q for the quarter ending September 30, 2026.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Executive base salary: $380,000 Cash severance multiple: 12 months of base salary COBRA premium coverage period: 12 months +3 more

6 metrics

Executive base salary $380,000 Annual base salary for each of the two executives under the Employment Agreements

Cash severance multiple 12 months of base salary Salary continuation upon qualifying termination during the Change in Control Protective Period

COBRA premium coverage period 12 months COBRA continuation premiums paid for executive and covered dependents after qualifying termination

CIC Protective Period length after Change in Control 12 months Period following a Change in Control in which qualifying terminations receive protections

CIC Protective Period start offset 1 month prior Earliest point before a Change in Control when qualifying terminations fall within the CIC Protective Period

Effective date of Employment Agreements August 28, 2026 Date ESS Tech, Inc. entered into Employment Agreements with the two executives

Key Terms

Change in Control, Good Reason, Cause, COBRA, +1 more

5 terms

Change in Control financial

"during the period commencing one month prior to (or otherwise in connection with or in anticipation of) a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Good Reason financial

"by the executive’s resignation for Good Reason (as defined in the Employment Agreement)"

Cause financial

"terminated (x) by the Company for a reason other than for Cause"

COBRA regulatory

"payment of the applicable Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

non-competition covenants regulatory

"Each Employment Agreement contains customary confidentiality, non-solicitation and non-competition covenants."

FAQ

What executive employment agreements did ESS Tech, Inc. (GWH) enter into on August 28, 2026?

ESS Tech, Inc. entered into employment agreements with CFO Kate Suhadolnik and Chief Strategy Officer and General Counsel Kelly F. Goodman, formalizing their employment terms, including salary and change-in-control protections, without changing their existing titles, roles, responsibilities, or cash incentive bonus eligibility.

What is the base salary for the executives under ESS Tech (GWH)'s new employment agreements?

Under the employment agreements, both Kate Suhadolnik and Kelly F. Goodman receive a base salary of $380,000. This base salary level applies to each executive and is used to calculate severance benefits in the event of certain qualifying terminations during a Change in Control protective period.

How does ESS Tech (GWH) define the Change in Control protective period for severance eligibility?

The CIC Protective Period runs from one month prior to a Change in Control (or otherwise in connection with or in anticipation of it) through twelve months following such Change in Control. Certain qualifying terminations during this period trigger severance and benefit protections for the executives.

What severance benefits do ESS Tech (GWH) executives receive upon qualifying termination during the Change in Control period?

Upon a qualifying termination during the CIC Protective Period, each executive is entitled to: (i) 12 months of base salary, (ii) 12 months of paid COBRA continuation premiums for the executive and covered dependents, and (iii) full acceleration of then-unvested, outstanding equity awards.

Do the new employment agreements change roles or bonus eligibility for ESS Tech (GWH) executives?

No. The employment agreements expressly state they were not entered into in connection with, and do not reflect, any change in the executives’ titles, roles, responsibilities, and that terms of eligibility for an annual cash incentive bonus remain the same as previously disclosed.

What restrictive covenants are included in ESS Tech (GWH)'s new executive employment agreements?

Each employment agreement includes customary confidentiality, non-solicitation, and non-competition covenants. These provisions are designed to protect the company’s business interests during and after the executives’ employment.

When will the full text of ESS Tech (GWH)'s executive employment agreements be available?

ESS Tech, Inc. states that the full text of the employment agreements will be filed as exhibits to its Form 10-Q for the quarter ending September 30, 2026, and that the brief description provided is qualified in its entirety by that full text.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 04:55 PM Accepted by SEC EDGAR 09/03/2026 - 04:36 PM Learn about SEC filing dates

0001819438False00018194382026-08-282026-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 28, 2026

ESS TECH, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39525

98-1550150

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

26440 SW Parkway Ave., Bldg. 83 Wilsonville, Oregon						97070
(Address of principal executive offices)						(Zip code)

(855) 423-9920

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

GWH

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreements

On August 28, 2026, ESS Tech, Inc. (the “Company”) entered into employment agreements (each, an “Employment Agreement” and, collectively, the “Employment Agreements”) with each of Kate Suhadolnik, the Company’s Chief Financial Officer, and Kelly F. Goodman, the Company’s Chief Strategy Officer and General Counsel, memorializing the terms of their employment. The Employment Agreements were not entered into in connection with, and do not reflect, any change in their executive’s title, role or responsibilities with the Company and the terms of eligibility for an annual cash incentive bonus remain the same as those previously disclosed by the Company.

The Employment Agreements provide that each of Ms. Goodman and Ms. Suhadolnik will receive a base salary of $380,000 and, if the applicable executive’s employment is terminated (x) by the Company for a reason other than for Cause, or by reason of the executive becoming Disabled (as defined in the Employment Agreement) or the executive’s death, or (y) by the executive’s resignation for Good Reason (as defined in the Employment Agreement), in either case during the period commencing one month prior to (or otherwise in connection with or in anticipation of) a Change in Control (as defined in the Employment Agreement) and ending twelve months following such Change in Control (such period, the “CIC Protective Period”), the applicable executive will be entitled to receive: (i) an amount equal to the sum of twelve months of the executive’s then-current base salary; (ii) payment of the applicable Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continuation premiums for the executive and the executive’s covered dependents for twelve months following the termination date; and (iii) full acceleration of the executive’s then-unvested and outstanding equity awards.

Additionally, each Employment Agreement contains customary confidentiality, non-solicitation and non-competition covenants.

The foregoing description of the Employment Agreements is qualified in its entirety by reference to the full text of the Employment Agreements, copies of which will be filed with the Company’s Form 10-Q for the quarter ending September 30, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: September 3, 2026

ESS TECH, INC.
By:			/s/ Kate Suhadolnik
Name:			Kate Suhadolnik
Title:			Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.1 KB