ESS Tech (NYSE: GWH) officer sells 2,269 shares to cover RSU tax

Rhea-AI Filing Summary

ESS Tech, Inc. officer Kelly F. Goodman reported an open-market sale of Common Stock. On February 20, 2026, Goodman sold 2,269 shares at an average price of $1.54 per share to cover tax withholding obligations related to vesting restricted stock units. After this transaction, Goodman directly owned 215,853 shares of ESS Tech common stock.

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)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		S		2,269(1)	D	$1.54	215,853(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

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:

Officer title: Chief Strategy Officer and General Counsel

	/s/ Kate Suhadolnik, by power of attorney	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ESS Tech (GWH) insider Kelly F. Goodman report on this Form 4?

Kelly F. Goodman reported selling 2,269 shares of ESS Tech common stock. The shares were sold at an average price of $1.54 per share and were used to satisfy tax withholding obligations from vesting restricted stock units.

Was the ESS Tech (GWH) insider sale by Kelly F. Goodman a discretionary trade?

The 2,269-share sale by Kelly F. Goodman was made to cover tax withholding obligations tied to vesting RSUs. This indicates the transaction was primarily tax-related rather than a discretionary open-market sale for portfolio rebalancing.

How many ESS Tech (GWH) shares did Kelly F. Goodman sell and at what price?

Kelly F. Goodman sold 2,269 shares of ESS Tech common stock. The sale was executed at an average price of $1.54 per share, according to the reported open-market transaction details in the Form 4 filing.

How many ESS Tech (GWH) shares does Kelly F. Goodman own after this transaction?

Following the tax-related sale, Kelly F. Goodman directly owned 215,853 shares of ESS Tech common stock. This post-transaction holding reflects ownership after the 2,269 shares were sold to cover RSU-related tax withholding.

What role do RSUs play in this ESS Tech (GWH) Form 4 filing?

The filing notes that a portion of the securities are restricted stock units, each representing a right to one common share. The reported sale of 2,269 shares was specifically to cover tax withholding obligations arising from these RSUs vesting.

Does the ESS Tech (GWH) Form 4 indicate ongoing RSU compensation for Kelly F. Goodman?

The disclosure that a portion of the securities are RSUs, each convertible into one share of common stock, suggests equity compensation via RSUs. The tax-withholding sale reflects shares delivered upon vesting of these restricted stock units.