ESS Tech sees $22M cash, $55M 2025 prelim loss

ESS Tech, Inc. provided preliminary, unaudited 2025 results and governance changes.

Rhea-AI Filing Summary

ESS Tech, Inc. provided preliminary, unaudited 2025 results and governance changes. Cash, cash equivalents and short-term investments as of December 31, 2025 are expected to be about $22.0 million, roughly $18.5 million higher than September 30, 2025, helped by debt repayment and equity issuance.

Revenue for 2025 is expected to be about $1.6 million, down $4.7 million from 2024 as the company winds down legacy contracts while shifting to its Energy Base offering. Loss from operations is expected to be about $55.0 million, an improvement of $34.8 million versus 2024, reflecting tighter cost control. Net interest is expected to be an expense of about $5.5 million, compared with $3.6 million of net interest income in 2024, due mainly to a promissory note.

By January 28, 2026, ESS Tech had repaid about $24.4 million of the $30 million promissory note, with about $5.6 million outstanding and another $10 million tranche available until February 28, 2026. It also issued 3,799,160 shares via an at-the-market program for roughly $8.6 million in gross proceeds and has paused further ATM sales. The board expanded from seven to eight members and elected CEO Drew Buckley as a Class I director, with a term running to the 2028 annual meeting, without additional director compensation. All figures are preliminary and subject to audit.

Positive

• Liquidity strengthened: Cash, cash equivalents and short-term investments are expected at about $22.0 million as of December 31, 2025, roughly $18.5 million higher than September 30, 2025.
• Operating performance improved: Loss from operations is projected around $55.0 million for 2025, a $34.8 million improvement versus 2024, indicating significant cost reductions.
• Debt reduced: Approximately $24.4 million (about 81%) of the $30 million promissory note principal has been repaid by January 28, 2026, lowering outstanding principal to about $5.6 million.

Negative

• Revenue declined sharply: 2025 revenue is expected to be about $1.6 million, a $4.7 million decrease compared to 2024 due to the wind-down of legacy contracts.
• Higher interest burden: Net interest is expected to swing to about $5.5 million of expense for 2025, versus $3.6 million of net interest income in 2024, reflecting costs of the promissory note.
• Equity dilution from ATM sales: The company issued 3,799,160 shares and raised roughly $8.6 million in gross proceeds under its at-the-market program before pausing further sales.

Insights

Equity and credit analyst

ESS Tech boosts liquidity and trims losses, but revenue shrinks sharply.

ESS Tech expects about $22.0 million of cash, cash equivalents and short-term investments at December 31, 2025, up roughly $18.5 million from September 30, 2025. This comes alongside repayment of about $24.4 million on a $30 million promissory note and gross ATM proceeds of roughly $8.6 million, indicating meaningful balance sheet activity.

Operationally, 2025 revenue is projected around $1.6 million, down $4.7 million from 2024 as legacy contracts wind down during the shift to the Energy Base. However, loss from operations is expected near $55.0 million, improving by $34.8 million, which suggests substantial cost reductions even with lower sales.

Financing costs have risen: net interest is expected to be an expense of about $5.5 million versus prior-year net interest income of $3.6 million, reflecting the promissory note. The ATM program added 3,799,160 new shares before being paused, and the company still has a $10 million second tranche available under the note through February 28, 2026. The appointment of CEO Drew Buckley to the board mainly aligns management and board oversight rather than changing economics.

8-K Event Classification

3 items: 2.02, 5.02, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What preliminary 2025 revenue did ESS Tech (GWH) report?

ESS Tech expects 2025 revenue of approximately $1.6 million, which is a $4.7 million decline from 2024. Management attributes the drop to winding down legacy contracts as the company shifts its focus to the Energy Base product offering.

How much cash does ESS Tech (GWH) expect to have at year-end 2025?

ESS Tech expects about $22.0 million in cash, cash equivalents and short-term investments as of December 31, 2025. This represents an $18.5 million increase from September 30, 2025, supported by debt repayment actions and capital raised through its at-the-market program.

What is ESS Tech’s expected 2025 operating loss and how did it change?

ESS Tech projects a 2025 loss from operations of about $55.0 million, an improvement of $34.8 million versus 2024. The company links this to ongoing cost discipline and a controlled spending approach while executing its shift toward the Energy Base strategy.

How has ESS Tech (GWH) managed its promissory note debt?

By January 28, 2026, ESS Tech had repaid about $24.4 million of principal on its $30 million promissory note, leaving roughly $5.6 million outstanding. A second $10 million tranche remains available at the company’s option until February 28, 2026.

What activity did ESS Tech report under its at-the-market offering program?

ESS Tech issued 3,799,160 shares of common stock and raised roughly $8.6 million in gross proceeds under its at-the-market program launched November 13, 2025. The company has currently paused sales under this program, according to the disclosure.

What board and leadership change did ESS Tech (GWH) announce?

ESS Tech’s board increased from seven to eight directors and elected CEO Drew Buckley as a Class I director effective January 23, 2026. His term runs until the 2028 annual meeting, and he will receive no additional compensation beyond his CEO pay.

Are ESS Tech’s 2025 financial figures in this 8-K final and audited?

No. ESS Tech states these are preliminary, unaudited estimates for 2025, based on information available as of the report date. Final results may differ after year-end closing procedures, adjustments, and review by the independent registered public accounting firm.

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

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Accepted by SEC EDGAR 01/29/2026 - 08:15 AM Learn about SEC filing dates

0001819438False00018194382026-01-232026-01-230001819438gwh:CommonStock0.0001ParValuePerShareMember2026-01-232026-01-230001819438gwh:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50Member2026-01-232026-01-23

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): January 23, 2026

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)			(IRS 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 (see General Instruction A.2. below):

☐			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 fifteen warrants exercisable for one share of common stock at an exercise price of $172.50

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 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 2.02. Results of Operations and Financial Condition.

Preliminary Financial Results for the Year End Ended December 31, 2025 (unaudited)

On January 29, 2026, ESS Tech, Inc. (the “Company”) announced that based upon preliminary estimates and information available to the Company as of the date of this Form 8-K, the Company is disclosing selected preliminary unaudited financial results for the year ended December 31, 2025:

•Cash, cash equivalents and short-term investments as of December 31, 2025 are expected to be approximately $22.0 million, a $18.5 million increase over the balance as of September 30, 2025. As of January 28, 2026, the Company has repaid approximately $24.4 million (or 81%) of the principal amount of $30 million under the promissory note with YA II PN, LTD (the “Promissory Note”) and approximately $5.6 million remains outstanding. The second tranche of the Promissory Note of $10 million is available for draw at the Company’s option until February 28, 2026. As of January 28, 2026, the Company has issued 3,799,160 shares of common stock and raised gross proceeds totaling approximately $8.6 million under the at-the-market offering program launched on November 13, 2025. The Company has paused sales under its at-the-market offering program.

•Revenue is expected to be approximately $1.6 million, a decrease of $4.7 million compared to the year ended December 31, 2024 related to the wind down of active contracts for legacy business activities in connection with the shift to the Energy Base.

•Loss from operations is expected to be approximately $55.0 million, an improvement of $34.8 million compared to the year ended December 31, 2024, reflecting ongoing cost discipline and a controlled approach to costs that allows the Company to efficiently execute its strategy.

•Net interest expense is expected to be approximately $5.5 million as a result of the Promissory Note issued. For the year ended December 31, 2024, the Company recognized net interest income of $3.6 million related to interest earned on marketable securities.

The foregoing estimates as of December 31, 2025 are preliminary. The Company is in the process of finalizing the actual results of operations for the year ended December 31, 2025 and therefore final results are not yet available. These preliminary estimates are based solely upon information available to the Company as of the date of this Current Report on Form 8-K and our actual results may differ from these estimates due to the completion of our year-end closing procedures, final adjustments, review by our independent registered public accounting firm and developments that may arise between now and the time our financial results for the year ended December 31, 2025 are finalized. Additional information and disclosure would be required for a more complete understanding of the Company’s financial position and results of operations for the year ended December 31, 2025. Investors should refer to the Company’s actual results included in its annual audited financial statements for the year ended December 31, 2025 once they become available.

The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary estimates and, accordingly, does not express an opinion or any other form of assurance about them.

The information furnished under this Item 2.02 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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

On January 23, 2026, the board of directors (the “Board”) of the Company approved an increase in the size of the Board from seven to eight directors and elected Drew Buckley, the Company’s Chief Executive Officer, to serve as a Class I member of the Board, both effective as of January 23, 2026. Mr. Buckley’s term will expire at the Company’s 2028 annual meeting of stockholders or upon his earlier death, resignation or removal.

There are no arrangements or understandings between Mr. Buckley and any other persons pursuant to which he was selected as a director of the Company. In addition, there are no family relationships between Mr. Buckley and any director or executive officer of the Company, and Mr. Buckley does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Buckley will not receive any additional compensation for his service as a director beyond his compensation as Chief Executive Officer.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our preliminary financial results as of and for the year ended December 31, 2025. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include the risk that our actual financial results for the year ended December 31, 2025 differ from the estimates presented in this Current Report on Form 8-K; as well as the other risks set forth in our filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. The Company disclaims any obligation to update these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 29, 2026 

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