ESS Tech (GWH) Form 4: RSU tax withholding and 80,622 shares held

Rhea-AI Filing Summary

ESS Tech, Inc. (GWH) interim CEO reports Form 4 activity involving restricted stock units (RSUs). On 11/20/2025, 4,513 shares of common stock were withheld by the company upon RSU vesting to cover tax withholding obligations, using a transaction code "F" at a price of $2.40 per share. After this tax-related withholding, the reporting person directly beneficially owns 80,622 shares, a portion of which are RSUs, with each RSU representing a contingent right to receive one share of ESS Tech common stock.

Insider Trade Summary

Net Seller: 4,513 shares

Net Sell 1 txn

Insider Goodman Kelly F.

Role Interim CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,513	$2.40	$11K

Holdings After Transaction: Common Stock — 80,622 shares (Direct)

Footnotes (2)

1. F1. The reported shares were withheld by the Issuer upon vesting of RSUs to satisfy tax withholding obligations.
2. F2. portion of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/21/2025 - 06:13 PM Learn about SEC filing dates

FAQ

What did ESS Tech (GWH) disclose in this Form 4?

The filing reports that the interim CEO had 4,513 ESS Tech common shares withheld on 11/20/2025 to satisfy tax withholding obligations upon the vesting of restricted stock units (RSUs).

Was this a market sale of ESS Tech (GWH) shares by the interim CEO?

No. The transaction is coded "F", meaning the 4,513 shares were withheld by ESS Tech to cover taxes upon RSU vesting, rather than sold in an open market transaction.

How many ESS Tech (GWH) shares does the interim CEO own after this transaction?

Following the reported tax withholding, the interim CEO beneficially owns 80,622 shares of ESS Tech common stock in direct form, with a portion of this amount consisting of RSUs.

What is an RSU in the context of ESS Tech (GWH)?

An RSU (restricted stock unit) is described here as a contingent right to receive one share of ESS Tech common stock for each unit, typically upon meeting vesting conditions.

Who is the reporting person in this ESS Tech (GWH) Form 4?

The reporting person is an ESS Tech officer serving as Interim CEO, filing individually as indicated by the selection of "Form filed by One Reporting Person."

At what price were the withheld ESS Tech (GWH) shares valued for tax purposes?

The 4,513 shares withheld to satisfy tax obligations were valued at a price of $2.40 per share in this transaction.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Goodman Kelly F.

(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 CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		F		4,513(1)	D	$2.4	80,622	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. portion of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

Remarks:

	/s/ Kelly F. Goodman	11/21/2025
	** 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.