GWH Form 4: Interim CEO Goodman Reports RSU Tax-Withholding Sale

Rhea-AI Filing Summary

Kelly F. Goodman, Interim CEO and director of ESS Tech, Inc. (GWH), reported a sale of 4,326 shares of common stock on 08/20/2025 at a price of $1.61 per share. After the reported transaction, Goodman beneficially owned 85,135 shares. The filing states the 4,326 shares were withheld by the issuer upon RSU vesting to satisfy tax withholding obligations, and that a portion of the reported holdings are restricted stock units (RSUs), each representing a contingent right to receive one share.

Positive

• Timely disclosure of insider transaction on Form 4 consistent with reporting requirements
• Explanation provided that the 4,326-share disposition was a tax-withholding event related to RSU vesting

Negative

• Reduction in beneficial ownership by 4,326 shares, lowering the reported share count prior to withholding
• Portion of holdings are RSUs, indicating contingent (not currently fungible) shares in the ownership total

Insights

Financial Analyst

TL;DR: Insider reported a small disposition via tax withholding on vested RSUs; holdings remain significant at 85,135 shares.

The Form 4 shows a transaction code "F", indicating shares were disposed of to satisfy tax withholding on vested RSUs rather than an open-market sale. The transaction size is 4,326 shares at $1.61 per share. Post-transaction beneficial ownership is 85,135 shares. This filing documents routine post-vesting tax-related share withholding and does not provide evidence of discretionary selling or changes in role beyond the reported relationship as Interim CEO and director.

Corporate Governance Expert

TL;DR: Disclosure is consistent with standard insider reporting requirements for RSU vesting and tax withholdings.

The report is a timely Form 4 disclosing disposition code "F" and includes a clear explanation that shares were withheld upon RSU vesting for tax obligations. It identifies Goodman as Interim CEO and director and shows continued beneficial ownership. The filing provides the necessary transparency about executive compensation-related share movements but does not include additional governance actions or plan changes.

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^*

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)
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		4,326(1)	D	$1.61	85,135	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/ Kelly F. Goodman	08/21/2025
	** 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.

FAQ

What transaction did Kelly F. Goodman report on Form 4 for GWH?

The filing reports a disposition of 4,326 shares on 08/20/2025 at $1.61 per share.

Why were the 4,326 shares disposed of according to the Form 4?

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

How many shares did Goodman beneficially own after the transaction?

After the reported transaction, Goodman beneficially owned 85,135 shares.

What is the reporting person’s role at ESS Tech, Inc. (GWH)?

Kelly F. Goodman is identified as Interim CEO and a Director of the issuer.

Does the Form 4 indicate whether the holdings include RSUs?

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