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ESS Tech (NYSE: GWH) posts Q2 loss while pursuing $515M merger and sodium-ion deals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ESS Tech, Inc. reported very weak operating results for the quarter ended June 30, 2026 while highlighting a strategic pivot to sodium-ion energy storage and a potential business combination. Revenue for the quarter was $73 thousand, down sharply from the prior-year period, driven by fewer equipment deliveries, and the company generated a gross loss of $7.4 million.

Total operating expenses were $7.7 million, up 19% year over year, and quarterly net loss widened to $15.6 million, or $(0.46) per share. For the first half of 2026, net cash used in operating activities was $22.4 million, with $10.8 million of cash and cash equivalents on June 30, 2026 and $5.6 million of unrestricted cash and cash equivalents as of July 31, 2026. Stockholders’ equity turned negative at $(2.7) million.

Strategically, ESS is accelerating U.S.-made sodium-ion development and reports early-stage opportunities approaching $1 billion. It signed a non-binding letter of intent for a potential strategic business combination implying a combined enterprise value of about $515 million, under which current ESS shareholders would own an estimated 5–10% of the combined company if completed. ESS also signed a letter of intent with Juniper Energy targeting deployment of 500+ MWh of sodium-ion storage, including a planned 80 MWh California project, and has repaid $37 million of a $40 million promissory note.

Positive

  • Strategic business combination LOI at higher valuation: The company signed a non-binding LOI for a strategic business combination implying a $515 million combined enterprise value and a premium valuation for ESS at signing of a definitive agreement, with ESS shareholders expected to own 5–10% if completed.
  • Sodium-ion growth pipeline and major customer LOI: ESS cites early-stage sodium-ion opportunities approaching $1 billion and a letter of intent with Juniper Energy for 500+ MWh of storage systems, anchored by a planned 80 MWh California project targeted for 2027.
  • Debt reduction and improved operating cash burn: As of the release date, ESS had repaid $37 million of a $40 million promissory note, and net cash used in operating activities for the first half of 2026 declined to $22.4 million from $30.6 million a year earlier.

Negative

  • Revenue collapse and widening losses: Quarterly revenue fell to $73 thousand from $2.4 million in the prior-year period, while net loss widened to $15.6 million and gross loss reached $7.4 million, indicating very limited current commercial traction.
  • Weak balance sheet and negative equity: Cash and cash equivalents were $10.8 million on June 30, 2026 and unrestricted cash was $5.6 million as of July 31, 2026, against continued cash burn, resulting in stockholders’ equity turning negative at $(2.7) million and prompting an active search for incremental liquidity.
  • Rising quarterly operating expenses and legal costs: Second-quarter operating expenses increased 19% year over year to $7.7 million, driven partly by higher general and administrative costs including $1.2 million of additional legal expense tied to contingent liability accruals.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $73 thousand Revenue for the three months ended June 30, 2026
Q2 2026 Net Loss $(15.6) million Net loss for the three months ended June 30, 2026
Operating Cash Use H1 2026 $22.4 million Net cash used in operating activities for six months ended June 30, 2026
Cash and Equivalents $10.8 million Cash and cash equivalents as of June 30, 2026
Unrestricted Cash $5.6 million Unrestricted cash and cash equivalents as of July 31, 2026
Stockholders’ Equity $(2.7) million Total stockholders’ (deficit) equity as of June 30, 2026
Combined Enterprise Value $515 million Implied combined enterprise value from proposed strategic business combination
Juniper Energy LOI Volume 500+ MWh Targeted sodium-ion energy storage deployments under Juniper Energy letter of intent
sodium-ion battery energy storage technical
"accelerating U.S.-made sodium-ion battery energy storage system development"
Bridge™ modular sodium-ion system technical
"market rollout of the Bridge™ modular sodium-ion battery energy storage system"
enterprise value financial
"implying an expected $515 million combined enterprise value"
Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.
Adjusted EBITDA financial
"ESS includes Adjusted EBITDA, which is a non-GAAP performance measure"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-binding letter of intent regulatory
"signed a non-binding letter of intent for a strategic business combination"
A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.
promissory note financial
"had repaid $37 million of the $40 million principal amount outstanding under the Company’s promissory note"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
Revenue $73 thousand (Q2 2026); $201 thousand (H1 2026) Down from $2.4 million (Q2 2025) and $3.0 million (H1 2025)
Net loss $(15.6) million (Q2 2026); $(31.5) million (H1 2026) Wider than $(11.1) million (Q2 2025) and $(29.1) million (H1 2025)
Adjusted EBITDA $(7.9) million (Q2 2026); $(18.2) million (H1 2026) Similar to $(7.8) million (Q2 2025); improved from $(22.7) million (H1 2025)

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

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FAQ

How did ESS Tech (GWH) perform financially in Q2 2026?
ESS Tech reported very low Q2 2026 revenue of $73 thousand and a net loss of $15.6 million. Gross loss was $7.4 million, reflecting limited product deliveries and high costs as the company continues commercializing its energy storage technologies.

What is ESS Tech (GWH) disclosing about its liquidity and cash position?
ESS had $10.8 million in cash and cash equivalents on June 30, 2026 and $5.6 million of unrestricted cash and cash equivalents as of July 31, 2026. Net cash used in operating activities was $22.4 million for the first half of 2026, and the company is pursuing incremental liquidity.

What strategic business combination is ESS Tech (GWH) considering?
ESS signed a non-binding letter of intent with a private energy-sector company for a potential strategic business combination. The contemplated deal implies a $515 million combined enterprise value, with ESS shareholders expected to own roughly 5–10% of the combined company if completed.

What sodium-ion growth initiatives did ESS Tech (GWH) highlight?
ESS is accelerating U.S.-made sodium-ion development, citing early-stage opportunities approaching $1 billion. It began rolling out the Bridge™ modular sodium-ion system and signed a letter of intent with Alsym Energy for 8.5 GWh of sodium-ion cells and modules.

What is the Juniper Energy agreement mentioned by ESS Tech (GWH)?
ESS signed a letter of intent with Juniper Energy for 500+ MWh of sodium-ion battery energy storage systems by 2032. The relationship is anchored by a planned 10 MW / 80 MWh California project using the Bridge™ system and ESS Energy Management System.

How has ESS Tech (GWH) managed expenses and debt in 2026?
ESS states that total operating expenses for the first six months of 2026 declined 12% year over year. It also repaid $37 million of a $40 million promissory note with Yorkville, while quarterly operating expenses rose to $7.7 million due to targeted investments and legal costs.
0001819438False00018194382026-08-112026-08-11

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 11, 2026
ESS TECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware001-3952598-1550150
(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)
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 shareGWHThe 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 2.02    Results of Operations and Financial Condition.
On August 11, 2026, ESS Tech, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
99.1
Press release, dated August 11, 2026
104Cover page interactive data file


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: August 11, 2026
ESS TECH, INC.
By:/s/ Kate Suhadolnik
Name:Kate Suhadolnik
Title:Chief Financial Officer


Exhibit 99.1
esslogo.jpg
ESS Tech, Inc. Announces Second Quarter 2026 Financial Results
Accelerating U.S.-Made Sodium-Ion Battery Energy Storage Development with the Bridge™ Modular Sodium-Ion System; Early-Stage Opportunities Approaching $1 Billion
Signs Letter of Intent with Juniper Energy for 500+ MWh of Sodium-Ion Energy Storage, Anchored by a Planned 80 MWh California Utility Project
Signs Non-Binding Letter of Intent for a Strategic Business Combination with Private Energy Sector Company, Implying an Expected $515 Million Combined Enterprise Value and Premium Market Capitalization Valuation for ESS at Signing of Definitive Agreement
Management to Host Webcast and Conference Call Today at 5:00 p.m. ET
WILSONVILLE, Ore. – August 11, 2026 – ESS Tech, Inc. (“ESS,” “ESS, Inc.” or the “Company”) (NYSE: GWH), a leading provider of non-lithium energy storage solutions for commercial and utility-scale applications, today announced financial results for its second quarter ended June 30, 2026.
“The second quarter marked an inflection point for ESS as we accelerated our expansion into sodium-ion energy storage while maintaining the disciplined execution and capital focus that have defined our reset,” said Drew Buckley, Chief Executive Officer of ESS. “The demand we are seeing for sodium-ion is unlike anything in our company’s history. Since signing our letter of intent with Alsym Energy, we have developed early-stage opportunities approaching $1 billion across data centers, critical infrastructure, and utility markets, and with the recent market rollout of our Bridge™ modular sodium-ion system we are moving decisively to convert that interest into near-term revenue.
“At the same time, we streamlined our Wilsonville operations to reduce expenses and cash burn. We lowered operating expenses by 12% in the first half of the year as we reallocate capital toward the highest-return, near-term opportunities. Encouragingly, the interest we are seeing in sodium-ion is coming not only from new customers but from relationships we already have. We believe our combined sodium-ion and iron flow platform positions ESS to deliver safe, American-made energy storage at the scale and speed the market demands.
“We are also excited to have signed a non-binding letter of intent for a strategic business combination with a private company in the energy sector. This is a highly complementary partner, built on an established platform with a track record of proven commercial execution. The contemplated transaction implies an expected combined enterprise value of approximately $515 million, with the expected transaction value attributable to ESS expected to represent a premium to our market capitalization at the time a definitive agreement is signed. We see significant potential in what these two platforms could build together, and we look forward to advancing discussions toward definitive agreements.”
Second Quarter 2026 and Subsequent Highlights
•Subsequent to quarter end, signed a non-binding letter of intent for a strategic business combination with a private energy-sector company, with the potential transaction implying a combined enterprise value of approximately $515 million and a premium to ESS's market capitalization at the time of definitive agreement signing. If completed, ESS shareholders would be allocated an estimated 5 to 10 percent of the combined company.
•Subsequent to quarter end, signed a letter of intent with Juniper Energy LLC for the deployment of 500 MWh or more of sodium-ion battery energy storage systems, establishing a framework for a long-term partnership. The collaboration begins with a planned 10 MW / 80 MWh project in California, expected to


utilize the Bridge™ modular sodium-ion AC solution and an ESS Energy Management System (EMS), and targeted for commercial operation in 2027. Juniper has expressed its intent to procure 500 MWh or more of ESS battery energy storage systems by 2032.
•Subsequent to quarter end, began the market rollout of the Bridge™ modular sodium-ion battery energy storage system, with the first module completed and initial charge and discharge testing beginning this week. The first operational Bridge™ product is expected toward the end of 2026.
•Announced the acceleration of its U.S.-made sodium-ion battery energy storage system (“BESS”) development following surging early customer interest across data centers, critical infrastructure, and utility markets, with early-stage opportunities approaching $1 billion, and aligned resources to support an expanded focus on AI infrastructure and data center markets.
•Signed a letter of intent with Alsym Energy to add 8.5 GWh of U.S.-made sodium-ion cells and modules to the Company’s portfolio, extending ESS’s non-lithium platform into short- and medium-duration applications historically served by lithium-ion systems.
•As of the date of this release, had repaid $37 million of the $40 million principal amount outstanding under the Company’s promissory note with YA II PN, Ltd. (“Yorkville”).
Second Quarter 2026 Financial Highlights
•Revenue was $73 thousand for the three months ended June 30, 2026, compared with $2.4 million in the prior-year period due to fewer deliveries of equipment to customers.
•Total operating expenses increased 19% to $7.7 million for the three months ended June 30, 2026, compared with $6.5 million in the prior-year period. The increase was primarily due to an increase in general and administrative expenses of $1.2 million, driven by legal expense associated with contingent liability accruals, and an increase in research and development expenses of $0.8 million, partially offset by a $0.7 million decrease in sales and marketing expenses as part of our efforts to prioritize investment in our product development.
•Net loss was $(15.6) million, or $(0.46) per share, for the three months ended June 30, 2026, compared with $(11.1) million, or $(0.90) per share, in the prior-year period.
•Adjusted EBITDA loss was $(7.9) million for the three months ended June 30, 2026, compared to $(7.8) million for the three months ended June 30, 2025.
•Net cash used in operating activities was $22.4 million for the six months ended June 30, 2026, compared with $30.6 million in the prior-year period.
•Unrestricted cash and cash equivalents were $5.6 million as of July 31, 2026. We continue to actively pursue multiple sources of incremental liquidity to support our operations and position the Company for long-term growth.
Kate Suhadolnik, Chief Financial Officer of ESS, commented, “We remain focused on disciplined expense management, liquidity, and the strategic allocation of capital as we support the business through its transition and commercialization efforts. Total operating expenses for the first six months of 2026 declined 12% year-over-year, even as second quarter spending increased while we continued to invest in product development and our expanded technology platform during the second quarter. We also benefited from the capital raised through our registered direct offering earlier in the year, and we remain focused on managing our resources prudently as we advance our operational and commercialization priorities.”
Conference Call Details
ESS Chief Executive Officer Drew Buckley and Chief Financial Officer Kate Suhadolnik will host the conference call, followed by a question-and-answer period. The call will be accompanied by a presentation, which will be available following the call via the investor relations section of the Company’s website.
To access the call, please use the following information:


Date:
8/11/2026
Time:5:00 p.m. Eastern Time (2:00 p.m. Pacific Time)
Dial-in:1-833-461-5787
International:
1-585-542-9983
Meeting ID:666 579 401
Webcast:
https://events.q4inc.com/attendee/666579401
The replay can be viewed through the webcast link above and the presentation utilized during the call will be available via the investor relations section of the Company's website.
About ESS, Inc.
ESS (NYSE: GWH) is a leading provider of non-lithium energy storage solutions. The Company was established in 2011 with a mission to accelerate decarbonization safely and sustainably through longer lasting energy storage. Using easy-to-source materials, ESS solutions enable 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.
Use of Non-GAAP Financial Measures
In this press release and the accompanying earnings call, ESS includes Adjusted EBITDA, which is a non-GAAP performance measure that ESS uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the Securities and Exchange Commission (“SEC”), ESS has provided herein a reconciliation of the non-GAAP financial measures contained in this presentation and the accompanying earnings call to the most directly comparable measures under GAAP. ESS’ management believes Adjusted EBITDA is useful in evaluating its operating performance and is a similar measure reported by publicly-listed U.S. companies, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. By providing this non-GAAP measure, ESS’ management intends to provide investors with a meaningful, consistent comparison of ESS’ profitability for the periods presented. Adjusted EBITDA is not intended to be a substitute for net income/loss or any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
ESS defines and calculates Adjusted EBITDA as net loss before interest expense (income), net, stock-based compensation, depreciation, amortization and asset abandonment, gain on revaluation of common stock warrant liabilities, legal contingency, financing costs and other income, net as they are not indicative of business operations.
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 as to future plans, trends, events, results of operations and financial condition and the related potential effects on ESS, or otherwise, 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. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “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. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. Examples of forward-looking statements include, among others, statements pertaining to statements made by the Company’s Chief Executive Officer and Chief Financial Officer, the Company’s sodium-ion strategy and the early-stage opportunities approaching $1 billion identified for its sodium-ion solutions, the timeline for development and market rollout of the Bridge™ system, the letter of intent with Juniper Energy and the potential deployment of 500 MWh or more of


energy storage systems and timing related to the same, the letter of intent with Alsym Energy, the Company’s plans to streamline its Wilsonville operations and reduce expenses and cash burn, statements pertaining to the Company’s 2026 outlook and beyond, cash position, the potential and capabilities of the Company’s technology and platform, advancement of operational and commercialization priorities, the Company’s ability to execute on Project New Horizon, including the timing for manufacturing and delivery for Project New Horizon, as well as statements regarding the Company’s partnerships, employees, commercial expectations regarding sales orders, statements regarding our ability to obtain incremental liquidity through financing, the proposed business combination (“Proposed Transaction”) and the non-binding letter of intent relating thereto, including the expected combined enterprise value, the potential premium to the Company’s market capitalization, the expected timing for entering into definitive agreements and completing the Proposed Transaction, the expected ownership of the combined company by the Company’s stockholders, and the anticipated benefits of the Proposed Transaction, ESS product development and manufacturing, and relationships with customers. 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’s 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: our ability to raise capital in the near future; our ability to obtain incremental liquidity through financing and strategic alternatives; barriers we face in our attempts to produce our energy storage products; the demand for our sodium-ion solutions and the Bridge™ system not developing as anticipated; our ability to realize and capitalize on sodium-ion opportunities; our ability to generate near-term revenue; delays in the development of our sodium-ion products; our ability to execute definitive agreements with, and deliver to, customers including Juniper Energy; our strategy to allocate resources toward sodium-ion solutions not achieving the anticipated benefits or adversely affecting development of our iron flow technology; our cash burn and cash runway; our ability to secure or maintain a domestic supply chain; risks related to the Company’s ability to execute and meet timelines related to Project New Horizon; our products being in the early stage of commercialization and aspects of our technology not having been fully field tested; our inability to develop our business and effectively commercialize our energy storage products; our dependence on third-party suppliers; our ability to secure or maintain long-term supply relationships with critical suppliers; delays, disruptions or quality control problems in our manufacturing operations; our ability to adequately control our costs, effectively scale our operations and achieve our cost reduction strategy; our reliance on complex machinery; our ability to increase our production capacity; product recalls, defects or performance problems with our products; required maintenance being performed incorrectly or maintenance requirements exceeding our current expectations; our history of losses; our ability to continue as a “going concern”; our ability to secure binding orders; failure to deliver the benefits offered by our technology; inability to achieve market acceptance of our products; our ability to sell effectively to large customers; failure to accurately estimate future supply and demand for our products and services; failure to manage our growth effectively; failure to meet the obligations under our sales contracts and service agreements; our ability to complete projects on schedule and within budget; loss of a member of our senior management or other key personnel; changes to our leadership team; expansions into new markets, product lines or services; our warranty obligations; failure to identify or complete commercial or financial transactions; the non-binding letter of intent for the Proposed Transaction may be terminated at any time and may not result in definitive agreements or a completed transaction on the anticipated terms, timeline or valuation, or at all; the parties’ ability to complete due diligence and to negotiate and execute definitive transaction agreements on the anticipated timeline or at all related to the Proposed Transaction; the parties’ ability to satisfy the conditions to, and to consummate, the Proposed Transaction, including obtaining required regulatory approvals and the approval of ESS’s stockholders; our ability to realize the anticipated benefits of the Proposed Transaction; the potential dilution to, and the allocation of combined company ownership ultimately received by, our stockholders; the receipt of required corporate, stockholder and regulatory approvals for the Proposed Transaction; our ability to maintain compliance with the continued listing standards of the New York Stock Exchange; risks relating to the integration of the two businesses and higher than anticipated transaction and integration costs; difficulties and delays in integrating the combined business resulting from the Proposed Transaction; the combined company’s ability to access additional capital on acceptable terms; the ability of the combined business to retain key customers, employees and relationships; the parties’ ability to raise additional capital to fund the combined company’s business plan; cash flow and access to capital; changes in the global trade environment; our relationships with related parties; regulatory challenges; our ability to protect our intellectual property; general economic and market conditions as well as geopolitical developments and other risks and


uncertainties described more fully in the section titled “Risk Factors” in the Company's Annual Report on Form 10-K filed on March 5, 2026, in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and the Company's other filings with the U.S. Securities and Exchange Commission. 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.
Additional Information and Where to Find It
In connection with the Proposed Transaction and depending on the final structure of the Proposed Transaction, the Company expects to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as may be amended, the “Registration Statement”), which would include a preliminary proxy statement of ESS and a prospectus (the “Proxy Statement/Prospectus”). Alternatively, ESS may file a standalone proxy statement. In either case, the definitive proxy statement (or definitive Proxy Statement/Prospectus) and other relevant documents will be mailed to ESS’s stockholders as of a record date to be established for voting on the Proposed Transaction and any other matters as described in the Proxy Statement/Prospectus. ESS may also file other documents regarding the Proposed Transaction with the SEC. This press release does not contain all of the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment, voting or any other decision in respect of the Proposed Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF ESS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH ESS’s SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ESS, THE COUNTERPARTY TO THE PROPOSED TRANSACTION (THE “COUNTERPARTY”), THE COMBINED COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus (when available) and all other documents filed or that will be filed with the SEC by ESS, the Counterparty or the combined company without charge, once available, on the SEC’s website at www.sec.gov.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
ESS, the Counterparty and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from ESS’s stockholders in connection with the Proposed Transaction. A list of the names of ESS’s directors and executive officers and information regarding their interests in the Proposed Transaction and their ownership of ESS securities are, or will be, contained in ESS’s filings with the SEC, including the Proxy Statement/Prospectus relating to the Proposed Transaction. Additional information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of ESS’s stockholders in connection with the Proposed Transaction, including the names and interests of ESS’s and the Counterparty’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus relating to the Proposed Transaction when it is filed with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction, and shall not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities of ESS, the Counterparty or the combined company, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior


to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
GWH@mzgroup.us
www.mzgroup.us



ESS Tech, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
(in thousands, except share and per share data)
 
Three Months Ended June 30,
Six Months Ended June 30,
2026202520262025
Revenue:
Revenue$4 $56 $126 $627 
Revenue - related parties69 2,302 75 2,330 
Total revenue73 2,358 201 2,957 
Cost of revenue
7,494 7,459 14,660 16,205 
Gross loss
(7,421)(5,101)(14,459)(13,248)
Operating expenses
Research and development2,201 1,424 4,826 3,902 
Sales and marketing562 1,304 816 3,254 
General and administrative4,950 3,728 8,813 9,299 
Total operating expenses7,713 6,456 14,455 16,455 
Loss from operations(15,134)(11,557)(28,914)(29,703)
Other (expense) income, net
Interest (expense) income, net
(596)30 (3,092)246 
Gain on revaluation of common stock warrant liabilities
166 459 510 344 
Other income, net11 12 21 31 
Total other (expense) income, net(419)501 (2,561)621 
Net loss and comprehensive loss to common stockholders$(15,553)$(11,056)$(31,475)$(29,082)
Net loss per share - basic and diluted$(0.46)$(0.90)$(1.00)$(2.39)
Weighted-average shares used in per share calculation - basic and diluted33,824,896 12,271,587 31,563,558 12,152,245 


ESS Tech, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except share data)
June 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$10,848 $14,477 
Restricted cash, current
806 806 
Accounts receivable, net10 13 
Short-term investments— 7,557 
Inventory112 140 
Prepaid expenses and other current assets1,814 3,254 
Total current assets13,590 26,247 
Property and equipment, net11,793 17,224 
Intangible assets, net2,548 2,682 
Operating lease right-of-use assets
2,903 3,767 
Restricted cash, non-current
918 618 
Other non-current assets724 634 
Total assets$32,476 $51,172 
Liabilities and stockholders' (deficit) equity
Current liabilities:
Accounts payable$1,234 $3,023 
Accrued and other current liabilities10,004 11,097 
Accrued product warranties798 985 
Operating lease liabilities, current1,919 1,784 
Deferred revenue, current280 359 
Financing obligations, current5,765 8,044 
Total current liabilities20,000 25,292 
Operating lease liabilities, non-current1,059 2,060 
Deferred revenue, non-current - related parties5,297 5,297 
Common stock warrant liabilities63 573 
Financing obligations, non-current8,715 9,291 
Other non-current liabilities29 41 
Total liabilities35,163 42,554 
Stockholders' (deficit) equity:
Preferred stock ($0.0001 par value; 200,000,000 shares authorized, none issued and outstanding as of June 30, 2026 and December 31, 2025)
— — 
Common stock ($0.0001 par value; 1,000,000,000 shares authorized, 32,889,323 and 22,377,003 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)
3 2 
Additional paid-in capital874,604 854,435 
Accumulated deficit(877,294)(845,819)
Total stockholders' (deficit) equity
(2,687)8,618 
Total liabilities and stockholders' (deficit) equity
$32,476 $51,172 


ESS Tech, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
Six Months Ended June 30,
20262025
Cash flows from operating activities:
Net loss$(31,475)$(29,082)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3,077 3,085 
Asset abandonment4,327—
Non-cash interest expense (income)2,824(155)
Non-cash lease expense864731 
Stock-based compensation expense1,745 2,699 
Change in fair value of common stock warrant liabilities(510)(344)
Other non-cash expenses, net1 199 
Changes in operating assets and liabilities:
Accounts receivable, net3 86 
Inventory28 301 
Prepaid expenses and other assets1,350 468 
Accounts payable(1,761)1,268 
Accrued and other liabilities(1,743)(1,485)
Accrued product warranties(187)(1,090)
Deferred revenue(79)(6,458)
Operating lease liabilities(866)(820)
Net cash used in operating activities(22,402)(30,597)
Cash flows from investing activities:
Purchases of property and equipment(1,432)(1,491)
Maturities and purchases of short-term investments, net7,655 18,411 
Net cash provided by investing activities6,223 16,920 
Cash flows from financing activities:
Proceeds from issuance of common stock via ATM, net of issuance costs4,859 721 
Proceeds from issuance of common stock and common stock warrants via RDO, net of issuance costs13,553 — 
Proceeds from financing arrangements9,200 — 
Payments on financing obligations(14,775)— 
Proceeds from stock options exercised— 6 
Proceeds from contributions to Employee Stock Purchase Plan13 103 
Repurchase of shares from employees for income tax withholding purposes— (27)
Net cash provided by financing activities
12,850 803 
Net change in cash, cash equivalents and restricted cash(3,329)(12,874)
Cash, cash equivalents and restricted cash, beginning of period15,901 15,195 
Cash, cash equivalents and restricted cash, end of period$12,572 $2,321 


ESS Tech, Inc.
Condensed Consolidated Statements of Cash Flows (continued)
(unaudited)
(in thousands)
Six Months Ended June 30,
20262025
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Operating leases included in cash used in operating activities$1,061 $887 
Interest685 — 
Non-cash investing and financing transactions:
Purchase of property and equipment included in accounts payable and accrued and other current liabilities435 4,277 
Transfers between inventory and property and equipment, net— 668 
Cash and cash equivalents$10,848 $797 
Restricted cash, current806 906 
Restricted cash, non-current918 618 
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows$12,572 $2,321 


ESS Tech, Inc.
Reconciliation of GAAP Net Loss to Adjusted EBITDA
(unaudited)
(in thousands)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss$(15,553)$(11,056)$(31,475)$(29,082)
Interest expense (income), net596 (30)3,092 (246)
Stock-based compensation681 1,670 1,745 2,904 
Depreciation, amortization and asset abandonment5,025 1,545 7,404 3,085 
Gain on revaluation of common stock warrant liabilities(166)(459)(510)(344)
Financing costs— 568 75 986 
Legal contingency1,540 — 1,540 — 
Other income, net(11)(12)(21)(31)
Adjusted EBITDA$(7,888)$(7,774)$(18,150)$(22,728)


Source: View Original Filing on SEC EDGAR

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