ESS Tech (GWH) officer receives 137,500 stock options and 137,500 RSUs

Rhea-AI Filing Summary

ESS Tech, Inc. reported that company officer Kelly F. Goodman received equity awards on February 13, 2026. Goodman was granted stock options for 137,500 shares of common stock at an exercise price of $0.00 per share and now holds stock options for 137,500 shares in total. Goodman also received 137,500 shares of common stock in the form of restricted stock units (RSUs), bringing direct common share holdings to 218,122 shares after the award. The RSUs vest as to 1/16 on May 20, 2026 and 1/16 quarterly thereafter, and the options follow the same vesting schedule, in each case contingent on Goodman remaining a service provider. Each RSU represents a contingent right to receive one share 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

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)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A		137,500(1)	A	$0	218,122(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
Stock Option (right to buy)	$1.44	02/13/2026		A		137,500		(3)	02/13/2036	Common Stock	137,500	$0	137,500	D

Explanation of Responses:

1. The reported shares are represented by restricted stock units ("RSUs"), which vest as to 1/16th of the RSUs on May 20, 2026 and 1/16th of the RSUs shall vest quarterly thereafter, subject to the Reporting Person remaining a Service Provider to the Issuer through each such vest date.

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

3. 1/16th of the shares subject to the option shall vest on May 20, 2026 and 1/16th of the shares subject to the option shall vest quarterly thereafter, subject to the Reporting Person remaining a Service Provider to the issuer through each such vest date.

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.
* 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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FAQ

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

ESS Tech reported that officer Kelly F. Goodman received equity awards on February 13, 2026. These include stock options and restricted stock units tied to ESS Tech common stock, both subject to a time-based vesting schedule and continued service with the company.

How many stock options did Kelly F. Goodman receive from ESS Tech (GWH)?

Kelly F. Goodman was granted stock options covering 137,500 shares of ESS Tech common stock at an exercise price of $0.00 per share. Following this grant, Goodman holds stock options for a total of 137,500 shares, all subject to the disclosed vesting conditions.

What restricted stock unit (RSU) award did ESS Tech (GWH) grant to Kelly F. Goodman?

ESS Tech granted 137,500 shares of common stock in the form of RSUs to Kelly F. Goodman. Each RSU represents a contingent right to receive one share of common stock, increasing Goodman’s direct holdings to 218,122 shares after the award, subject to vesting.

What is the vesting schedule for Kelly F. Goodman’s RSUs and options at ESS Tech (GWH)?

Both the RSUs and stock options vest as to 1/16 of the award on May 20, 2026, with an additional 1/16 vesting quarterly thereafter. Vesting in each case requires that Goodman remain a service provider to ESS Tech through each applicable vesting date.

Does each RSU granted to Kelly F. Goodman at ESS Tech (GWH) equal one share?

Yes. Each restricted stock unit (RSU) granted to Kelly F. Goodman represents a contingent right to receive one share of ESS Tech common stock. Delivery of those shares depends on the RSUs satisfying the specified vesting requirements tied to continued service.

What are Kelly F. Goodman’s ESS Tech (GWH) holdings after the reported Form 4 transactions?

After the reported equity awards, Kelly F. Goodman holds 137,500 stock options and 218,122 shares of ESS Tech common stock directly. These totals reflect the new grants and are subject to the vesting schedules described in the Form 4 footnotes.