[8-K] ESS Tech, Inc. Reports Material Event

Rhea-AI Filing Summary

ESS Tech, Inc. (GWH) reported final results from its reconvened 2025 Annual Meeting. Stockholders elected one Class I director, ratified KPMG LLP as independent auditor for the year ending December 31, 2025, and approved an NYSE share issuance proposal.

The NYSE proposal authorizes issuance of common stock in excess of 19.99% of outstanding shares for up to $25 million of securities under a standby equity purchase agreement and up to 129,312 shares upon exercise of certain warrants. As of the record date September 16, 2025, shares outstanding were 14,740,884, and 7,667,105 shares were present or represented by proxy at the meeting.

Voting outcomes: the director nominee received 7,439,737 votes for; the auditor ratification received 7,586,982 votes for; and the NYSE share issuance proposal received 7,434,603 votes for.

Insights

Equity Capital Markets Analyst

Shareholders cleared capacity for up to $25 million in equity issuance above 19.99%.

Approval of the NYSE share issuance proposal permits the company to issue common stock above the 19.99% threshold tied to listing rules, covering up to $25 million of securities under a standby equity purchase agreement, plus up to 129,312 shares from certain warrant exercises. This expands the company’s ability to access capital through equity mechanisms described.

The economic impact will depend on if and when these issuance mechanisms are used and at what prices. The filing does not specify timing or pricing. The meeting also affirmed audit oversight by KPMG LLP and maintained board continuity through the Class I director election.

Key items to watch in subsequent disclosures include any drawdowns under the standby equity arrangement and exercises of the referenced warrants, as these would determine actual share issuance and proceeds.

0001819438False00018194382025-10-132025-10-130001819438wk:CommonStock0.0001ParValuePerShareMember2025-10-132025-10-130001819438wk:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50Member2025-10-132025-10-13

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): October 13, 2025

ESS TECH, INC.

(Exact Name of Registrant as Specified in 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

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50

GWH.W

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) 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 5.07    Submission of Matters to a Vote of Security Holders.

(a) On October 13, 2025, ESS Tech, Inc. (the “Company”) reconvened its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) exclusively online via live webcast. The Annual Meeting was previously convened and adjourned on October 6, 2025 without any business being conducted due to lack of the required quorum. Of the 14,740,884 shares of common stock issued and outstanding as of the close of business on September 16, 2025, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 7,667,105 shares of common stock were present or represented by proxy at the reconvened Annual Meeting. At the reconvened Annual Meeting, the Company’s stockholders (i) elected one Class I director to the Company’s board of directors (the “Board”) to serve until the Company’s 2028 annual meeting of stockholders, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and (iii) approved, for purposes of complying with the New York Stock Exchange’s listing rules, of the issuance of shares of common stock in excess of 19.99% of the Company’s outstanding common stock of up to $25 million of securities under the Company’s standby equity purchase agreement and up to 129,312 shares of common stock upon exercise of certain of the Company’s warrants to purchase common stock. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on September 22, 2025.

(b) The final voting results for each proposal are set forth below.

Proposal 1: Election of Director

At the reconvened Annual Meeting, the Company’s stockholders elected one Class I director to the Board to serve until the 2028 annual meeting of stockholders and until his successor has been duly elected and qualified. The table below sets forth the final voting results for the director nominee:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Rich Hossfeld

7,439,737

227,368

—

Proposal 2: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm

At the reconvened Annual Meeting, the Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The table below sets forth the final voting results for this proposal:

Votes For						Votes Against						Abstentions						Broker Non-Votes
7,586,982						73,727						6,396						—

Proposal 3: NYSE Share Issuance Proposal

At the reconvened Annual Meeting, the Company’s stockholders approved, for purposes of complying with the New York Stock Exchange’s listing rules, of the issuance of shares of common stock in excess of 19.99% of the Company’s outstanding common stock of up to $25 million of securities under the Company’s standby equity purchase agreement and up to 129,312 shares of common stock upon exercise of certain of the Company’s warrants to purchase common stock. The table below sets forth the final voting results for this proposal:

        

Votes For						Votes Against						Abstentions						Broker Non-Votes
7,434,603						120,785						111,717						—

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: October 14, 2025

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

FAQ

What did ESS Tech (GWH) shareholders approve regarding share issuance?

They approved issuance of common stock in excess of 19.99% for up to $25 million of securities under a standby equity purchase agreement and up to 129,312 shares upon exercise of certain warrants.

How many ESS Tech shares were outstanding as of the record date?

Shares outstanding were 14,740,884 as of September 16, 2025.

What was the quorum at the reconvened meeting?

7,667,105 shares were present or represented by proxy at the meeting.

Who was elected to ESS Tech’s board and with how many votes?

Rich Hossfeld was elected as a Class I director with 7,439,737 votes for and 227,368 withheld.

Was the appointment of KPMG LLP ratified?

Yes. It received 7,586,982 votes for, 73,727 against, and 6,396 abstentions.

What were the vote totals for the NYSE share issuance proposal?

Votes for: 7,434,603; against: 120,785; abstentions: 111,717.