ESS Tech officer sells 5,233 shares for RSU taxes

ESS Tech, Inc. officer Kelly F. Goodman reported two open-market sales of Common Stock that were made to cover tax withholding obligations tied to vesting restricted stock units.

Accepted by SEC EDGAR 05/26/2026 - 06:57 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

ESS Tech, Inc. officer Kelly F. Goodman reported two open-market sales of Common Stock that were made to cover tax withholding obligations tied to vesting restricted stock units. On May 21 and 22, 2026, Goodman sold a total of 5,233 shares at weighted average prices around $0.92–$0.93 per share. After these transactions, Goodman directly holds 210,620 shares of ESS Tech common stock.

Insider Trade Summary

Net Seller: 5,233 shares

Net Sell 2 txns

Insider Goodman Kelly F.

Role SEE REMARKS

Sold 5,233 shs ($5K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,751	$0.9346	$3K
Sale	Common Stock	2,482	$0.9181	$2K

Holdings After Transaction: Common Stock — 210,620 shares (Direct)

Footnotes (4)

1. F1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
2. F2. The price reported in sold Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.9024 to $0.971, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
3. F3. A portion of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
4. F4. The price reported in sold Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.92 to $0.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

Key Figures

Shares sold May 22, 2026: 2,751 shares Price per share May 22, 2026: $0.9346/share Shares sold May 21, 2026: 2,482 shares +3 more

6 metrics

Shares sold May 22, 2026 2,751 shares Open-market sale at weighted average price

Price per share May 22, 2026 $0.9346/share Weighted average sale price

Shares sold May 21, 2026 2,482 shares Open-market sale at weighted average price

Price per share May 21, 2026 $0.9181/share Weighted average sale price

Total shares sold 5,233 shares Sum of May 21 and 22, 2026 sales

Shares held after transactions 210,620 shares Direct ownership following reported sales

Key Terms

restricted stock units ("RSUs"), tax withholding obligations, weighted average price, multiple transactions, +1 more

5 terms

restricted stock units ("RSUs") financial

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

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.

tax withholding obligations financial

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

weighted average price financial

"The price reported in sold Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

multiple transactions financial

"These shares were sold in multiple transactions at prices ranging from $0.9024 to $0.971, inclusive."

contingent right financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Goodman reported selling 5,233 shares of ESS Tech Common Stock in two open-market transactions. The sales were made to cover tax withholding obligations related to vesting restricted stock units, according to the filing footnotes.

On what dates did Kelly F. Goodman sell ESS Tech (GWH) shares and at what prices?

Goodman sold ESS Tech shares on May 21, 2026, at a weighted average price of about $0.9181 per share, and on May 22, 2026, at about $0.9346 per share, across multiple trades within narrow price ranges.

How many ESS Tech (GWH) shares does Kelly F. Goodman hold after these transactions?

Following the tax-related sales, Goodman directly holds 210,620 shares of ESS Tech Common Stock. This remaining position, disclosed in the Form 4, shows continued equity exposure despite the small number of shares sold for withholding taxes.

Why were ESS Tech (GWH) shares sold by Kelly F. Goodman in this Form 4 filing?

The filing states the shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs). Such transactions are typically administrative, settling tax liabilities when equity awards convert into common stock.

Were the ESS Tech (GWH) share sales by Kelly F. Goodman linked to restricted stock units?

Yes. Footnotes explain that a portion of the securities are restricted stock units (RSUs), each representing a right to one share. The sales were executed specifically to cover taxes triggered when those RSUs vested into common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/21/2026		S		2,482(1)	D	$0.9181(2)	213,371(3)	D
Common Stock	05/22/2026		S		2,751(1)	D	$0.9346(4)	210,620(3)	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. The price reported in sold Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.9024 to $0.971, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

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

4. The price reported in sold Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.92 to $0.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

Remarks:

Officer title: Chief Strategy Officer and General Counsel

	/s/ Kate Suhadolnik, by power of attorney	05/26/2026
	** 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.
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* Form 4: SEC 1474 (03-26)