GWH Form 4: Kate Suhadolnik Withholds 1,232 RSU Shares to Cover Taxes

Rhea-AI Filing Summary

ESS Tech, Inc. (GWH) Form 4 reports that Kate Eileen Suhadolnik, serving as Interim CFO and an officer, had 1,232 shares of common stock disposed on 08/20/2025 under transaction code F at a price of $1.61 per share. The filing states these shares were withheld by the issuer upon vesting of restricted stock units to satisfy tax withholding obligations.

After the reported disposition, Ms. Suhadolnik beneficially owns 28,954 shares of common stock. The filing clarifies that a portion of the holdings are RSUs, each representing a contingent right to one share. The Form 4 is signed by power of attorney and reflects a routine insider tax-withholding disposition rather than an open-market sale.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition by an officer; ownership remains modest at 28,954 shares.

This Form 4 documents a non-market disposition executed to satisfy tax withholding on vested RSUs, a common administrative practice for equity compensation. The transaction code F and the explanation explicitly indicate shares were withheld rather than sold on the open market, so this filing does not represent an active insider divestiture for liquidity. The remaining beneficial ownership of 28,954 shares continues to align the officer's interests with shareholders, while the presence of RSUs highlights ongoing equity compensation.

Securities Analyst

TL;DR: Small-scale disposition for tax withholding; minimal likely market impact given size and context.

The reported disposition of 1,232 shares at $1.61 per share is explicitly tied to tax withholding on vested RSUs, per the filing. The simplicity and size of the transaction, and the clarification that RSUs underlie a portion of holdings, suggest limited informational content about the officer's view of company prospects. This is a routine SEC disclosure required under Section 16 and should be interpreted as administrative rather than a signal of strategic change.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Suhadolnik Kate Eileen

(Last) (First) (Middle)

C/O ESS TECH, INC.

26440 SW PARKWAY AVE., BLDG. 83

(Street)

WILSONVILLE OR 97070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESS Tech, Inc. [ GWH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		F		1,232(1)	D	$1.61	28,954	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported shares were withheld by the Issuer upon vesting of RSUs to satisfy tax withholding obligations.

2. A portion of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

Remarks:

	/s/ Bianca Boschmans, by power of attorney	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction does the GWH Form 4 for Kate Suhadolnik report?

The Form 4 reports a disposition of 1,232 common shares on 08/20/2025 at $1.61 per share, recorded under transaction code F.

Why were the shares disposed according to the filing?

The filing states the shares were withheld by the issuer upon vesting of RSUs to satisfy tax withholding obligations.

How many shares does Kate Suhadolnik beneficially own after the transaction?

Following the reported disposition, she beneficially owns 28,954 shares of ESS Tech, Inc. common stock.

Does the Form 4 indicate an open-market sale or a different type of disposition?

The Form 4 indicates a withholding disposition upon RSU vesting (transaction code F), not an open-market sale.

Are any of the holdings identified as restricted stock units (RSUs)?

Yes, the filing explains that a portion of the securities are RSUs, each representing a contingent right to one share of common stock.