ESS Tech (NYSE: GWH) gets NYSE notice after 30-day average falls below $1
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ESS Tech, Inc. reported that it received a deficiency notice from the New York Stock Exchange because its common stock failed to meet the NYSE’s minimum price standard. The NYSE cited Section 802.01C, as the 30 trading-day average closing price of ESS shares was $0.98 as of June 8, 2026, below the required $1.00 per share.
The notice does not immediately affect trading, and ESS remains listed on the NYSE during a six‑month cure period. The company plans to notify the NYSE within 10 business days of its intent to regain compliance and is evaluating options, including a potential reverse stock split, though there is no assurance it will succeed.
Positive
- None.
Negative
- NYSE minimum price deficiency: ESS Tech’s common stock fell below the NYSE’s $1.00 average price requirement, with a 30 trading‑day average of $0.98, triggering a formal deficiency notice and a six‑month cure period.
Insights
ESS faces NYSE price deficiency, with six months to cure.
ESS Tech has fallen below the NYSE’s $1.00 minimum average share-price requirement, triggering a deficiency notice after a 30 trading-day average of $0.98. The stock remains listed, but the company now operates under a defined compliance clock.
The six‑month cure window gives ESS time to lift its share price organically or through corporate actions. Management explicitly mentions a potential reverse stock split, a common mechanical tool to raise per-share price without changing overall equity value.
Key milestones are the company’s 10‑business‑day response to NYSE and the monthly checkpoints during the six‑month period when price and 30‑day averages are tested. Subsequent company filings may clarify whether a reverse split or other action will be put to shareholders at the next annual meeting.
8-K Event Classification
3 items: 3.01, 7.01, 9.01
3 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
30-day average share price: $0.98 per share
NYSE minimum price standard: $1.00 per share
Cure period length: Six months
+1 more
4 metrics
30-day average share price
$0.98 per share
Average closing price as of June 8, 2026
NYSE minimum price standard
$1.00 per share
Continued listing requirement under Section 802.01C
Cure period length
Six months
Time allowed after receipt of NYSE notice to regain compliance
Issuer response window
10 business days
Period to notify NYSE of intent to cure
Key Terms
Section 802.01C, continued listing standard, reverse stock split, deficiency notice, +1 more
5 terms
Section 802.01C regulatory
"continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual"
continued listing standard regulatory
"did not satisfy the continued listing standard set forth in Section 802.01C"
Continued listing standards are the ongoing rules a stock exchange or trading venue requires a company to meet to keep its shares listed, such as minimum share price, market value, shareholder equity, and timely financial reporting. For investors, these standards matter because failure to meet them can trigger warnings or removal from the exchange, which can reduce a stock’s visibility, trading liquidity, and value—similar to how failing building inspections can limit a business’s ability to operate publicly.
reverse stock split financial
"plans for regaining compliance with Section 802.01C, including initiating a reverse stock split"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
deficiency notice regulatory
"The Notice is a notice of deficiency, not delisting, and does not currently affect the listing"
A deficiency notice is a formal letter from a regulator, stock exchange, or securities authority saying that a company’s required filing, disclosure, or compliance item is missing, incomplete, or does not meet rules. It matters to investors because it can delay deals or financial reports, signal higher regulatory or operational risk, and reduce confidence in a company’s transparency—similar to getting a repair notice that must be fixed before normal activity can resume.
cure period regulatory
"The Company can regain compliance at any time within a six-month cure period"
A cure period is a set amount of time given to a borrower, counterparty, or contracting party to fix a missed payment, breach, or other problem before more serious consequences—like penalties, higher interest, or contract termination—kick in. For investors, it matters because it creates a short grace window that can prevent immediate losses and influence the timing and likelihood of recovery; think of it like a few extra days to pay a bill before a service is cut off.
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): June 9, 2026
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
(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 | ||||||||||||
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 9, 2026, ESS Tech, Inc. (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (“NYSE”) indicating that the Company did not satisfy the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”), as the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30 trading-day period. As of June 8, 2026, the 30 trading-day average closing share price of the Company's common stock was $0.98. The Notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company’s common stock on the NYSE.
Section 802.01C requires the Company to notify the NYSE, within 10 business days of receipt of the Notice, of its intent to cure this deficiency. The Company intends to notify the NYSE within this time period that it intends to regain compliance. Pursuant to Section 802.01C, the Company has a period of six months following receipt of the Notice to regain compliance with the minimum share price requirement. The Company can regain compliance with the minimum share price requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company determines to remedy the non-compliance by taking action that will require shareholder approval, the Company must obtain shareholder approval no later than its next annual meeting and implement such action promptly thereafter.
The Company intends to monitor closely the closing bid price of its common stock and to consider plans for regaining compliance with Section 802.01C, including initiating a reverse stock split. While the Company plans to review all available options, there can be no assurance that it will be able to regain compliance with the applicable rules during the six-month compliance period, any subsequent extension period, or at all.
Item 7.01 Regulation FD Disclosure.
On June 15, 2026, the Company issued a press release related to the foregoing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing by Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | ||||||||
| 99.1 | Press release of the Company dated as of June 15, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Forward-Looking Statements
The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the Company’s plans, intentions, expectations, or objectives with respect to its ability to regain compliance with the NYSE’s continued listing standards, including a potential reverse stock split. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with liquidity concerns that may affect other banking institutions, as well as risks and uncertainties inherent in the Company’s business, including those described in the Company's other filings with the Securities Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
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: June 15, 2026
| ESS TECH, INC. | |||||
| By: | /s/ Kate Suhadolnik | ||||
| Name: | Kate Suhadolnik | ||||
| Title: | Chief Financial Officer | ||||
ESS Tech, Inc. Receives Continued Listing Standard Notice From NYSE
WILSONVILLE, OREGON – June 15, 2026 – ESS Tech, Inc. (“ESS,” or the “Company”) (NYSE:GWH), a leading manufacturer of sustainable energy storage solutions, today announced that on June 9, 2026, it received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) indicating that the Company did not satisfy the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30 trading-day period. As of June 8, 2026, the 30 trading-day average closing share price of the Company's common stock was $0.98. The Notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company’s common stock on the NYSE.
In accordance with applicable NYSE rules, the Company intends to notify the NYSE within 10 business days of its intent to regain compliance with Rule 802.01C and return to compliance with the applicable NYSE continued listing standards. The Company can regain compliance at any time within a six-month cure period following its receipt of the Notice if, on the last trading day of any calendar month during such cure period, the Company has both: (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of the applicable calendar month.
The Company intends to remain listed on the NYSE and is considering all available options to regain compliance with the NYSE’s continued listing standards. The NYSE notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the NYSE during such cure period, subject to the Company’s compliance with other NYSE continued listing standards.
Furthermore, the Notice is not anticipated to impact the ongoing business operations of the Company or its reporting requirements with the U.S. Securities and Exchange Commission (“SEC”).
About ESS Tech, Inc.
ESS (NYSE: GWH) is the leading manufacturer of long-duration iron flow energy storage solutions. ESS was established in 2011 with a mission to accelerate decarbonization safely and sustainably through longer lasting energy storage. Using easy-to-source iron, salt, and water, ESS iron flow technology enables energy security, reliability and resilience. We build flexible storage solutions that allow our customers to meet increasing energy demand without power disruptions and maximize the value potential of excess energy. For more information visit www.essinc.com.
Forward-Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning the Company and other matters that involve substantial risks and uncertainties. These statements may discuss the management team’s goals, beliefs, hopes, intentions and expectations, based on current beliefs of the management of the Company, as well as assumptions made by, and information currently available to, the Company’s management. The use of forward-looking terminology, including the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” or, in each case, their negative or other variations or comparable terminology may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements include, among others, statements regarding the Company’s ability to maintain the listing of its common stock on the NYSE and any potential plans to regain compliance with the continued listing standards of the NYSE. These forward-looking statements are based on ESS’ current expectations and beliefs concerning future developments and their potential effects on ESS. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There can be no assurance that the future developments affecting ESS will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ESS’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, which include, but are not limited to, the Company’s ability to regain compliance with the continued listing standards of the NYSE within the applicable cure period, as well as those risks
26440 SW Parkway Ave.
Wilsonville, OR 97070
T: 855-423-9920
www.ESSinc.com
and uncertainties described more fully in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2026, and the Company’s other filings filed with the SEC. Except as required by law, ESS is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Contacts
Investors:
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
GWH@mzgroup.us
www.mzgroup.us
Media:
Brad Dore
(916) 207-7355
Brad.Dore@essinc.com
Source: ESS Tech, Inc.
26440 SW Parkway Ave.
Wilsonville, OR 97070
T: 855-423-9920
www.ESSinc.com
FAQ
Why did ESS Tech (GWH) receive a notice from the NYSE?
ESS Tech received a deficiency notice because its 30 trading-day average closing share price was $0.98 as of June 8, 2026, below the NYSE’s $1.00 minimum price standard under Section 802.01C.
Is ESS Tech (GWH) being delisted from the NYSE now?
No, the NYSE notice is a deficiency notice, not an immediate delisting. ESS Tech’s common stock continues to trade on the NYSE while the company works within a six-month cure period to regain compliance with the minimum price requirement.
How can ESS Tech (GWH) regain compliance with NYSE listing rules?
ESS Tech can regain compliance during the six‑month cure period if, on the last trading day of any calendar month, its closing price is at least $1.00 and its 30 trading-day average closing price is also at least $1.00 per share.
What actions is ESS Tech (GWH) considering to address the NYSE deficiency?
ESS Tech plans to notify the NYSE within 10 business days of its intent to regain compliance and is evaluating all available options, including a potential reverse stock split, while continuing to monitor its common stock’s closing bid price closely.
How long does ESS Tech (GWH) have to fix the NYSE price deficiency?
Under Section 802.01C, ESS Tech has a six‑month cure period starting from receipt of the notice. During this time, it must meet both a $1.00 closing price and a $1.00 30 trading‑day average on a calendar month-end to regain compliance.