Does each ESS Tech (GWH) RSU reported equal one share of common stock?

Yes, each restricted stock unit reported represents a contingent right to receive one share of ESS Tech’s common stock. Share delivery occurs only after the RSUs vest and the elected deferral conditions are satisfied, consistent with the company’s equity compensation plan.

ESS Tech (GWH) director awarded 13,513 RSUs with deferred settlement terms

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nijhawan Sandeep reported acquisition or exercise transactions in this Form 4 filing.

ESS Tech, Inc. director Sandeep Nijhawan reported receiving 13,513 shares of Common Stock in the form of restricted stock units (RSUs) as a compensation award. The RSUs vest on the earlier of May 29, 2027 or the day before the next annual stockholder meeting. Each RSU represents a right to receive one share, and settlement has been deferred to within 30 days of either his separation from the company or a qualifying change of control under the company’s plan. Following this award, Nijhawan directly holds 42,563 shares of ESS Tech common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nijhawan Sandeep

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,513	$0.00	--

Holdings After Transaction: Common Stock — 42,563 shares (Direct, null)

Footnotes (1)

The reported shares are represented by restricted stock units ("RSUs"), which vest on the earlier of (i) May 29, 2027 or (ii) the day prior to the next annual meeting of stockholders. The Reporting Person has elected to defer the settlement of these RSUs to a date within 30 days of the earlier of (i) his separation of service from the Issuer within the meaning of Section 409A of the Internal Revenue Code (Section 409A) or (ii) the date on which a change of control (as defined in the Issuer's plan) occurs, provided that such transaction qualifies as a change of control within the meaning of Section 409A. A portion of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

Key Figures

RSU grant size: 13,513 RSUs Post-transaction holdings: 42,563 shares Grant price: $0.00 per share +2 more

5 metrics

RSU grant size 13,513 RSUs Restricted stock unit award on May 29, 2026

Post-transaction holdings 42,563 shares Common stock directly held after the grant

Grant price $0.00 per share Compensation award, no purchase price paid

RSU vesting date May 29, 2027 Vests then or earlier day before next annual meeting

Settlement window Within 30 days After separation of service or qualifying change of control

Key Terms

restricted stock units ("RSUs"), contingent right, Section 409A, change of control

4 terms

restricted stock units ("RSUs") financial

"The reported shares are represented by restricted stock units ("RSUs"), which vest on the earlier of..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's Common Stock."

Section 409A financial

"separation of service from the Issuer within the meaning of Section 409A of the Internal Revenue Code"

change of control financial

"the date on which a change of control (as defined in the Issuer's plan) occurs"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 06:08 PM

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^*

Nijhawan Sandeep

(Last)

(First)

(Middle)

C/O ESS TECH, INC.

26440 SW PARKWAY AVE., BLDG 83

(Street)

WILSONVILLE

OREGON

97070

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2026		A		13,513⁽¹⁾	A	$0	42,563⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported shares are represented by restricted stock units ("RSUs"), which vest on the earlier of (i) May 29, 2027 or (ii) the day prior to the next annual meeting of stockholders. The Reporting Person has elected to defer the settlement of these RSUs to a date within 30 days of the earlier of (i) his separation of service from the Issuer within the meaning of Section 409A of the Internal Revenue Code (Section 409A) or (ii) the date on which a change of control (as defined in the Issuer's plan) occurs, provided that such transaction qualifies as a change of control within the meaning of Section 409A.

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

	/s/ Kate Suhadolnik, by power of attorney	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ESS Tech (GWH) director Sandeep Nijhawan report?

Director Sandeep Nijhawan reported receiving 13,513 restricted stock units of ESS Tech common stock as a compensation grant. The award was recorded at a price of $0.00 per share and increased his direct holdings to 42,563 shares following the transaction.

How many ESS Tech (GWH) shares does Sandeep Nijhawan hold after this Form 4?

After the reported grant, Sandeep Nijhawan directly holds 42,563 shares of ESS Tech common stock. This total includes the newly awarded 13,513 restricted stock units, each representing a contingent right to receive one share upon vesting and settlement conditions.

When do Sandeep Nijhawan’s new ESS Tech (GWH) RSUs vest?

The 13,513 restricted stock units vest on the earlier of May 29, 2027, or the day prior to ESS Tech’s next annual meeting of stockholders. Vesting determines when the units become earned, but actual share delivery occurs later under the deferral terms.

What are the deferral terms for the ESS Tech (GWH) RSUs reported by Nijhawan?

Nijhawan elected to defer settlement of these RSUs until within 30 days of either his separation of service from ESS Tech or a qualifying change of control. Both triggers must meet Section 409A requirements under the Internal Revenue Code for deferred compensation.