ESS Tech (GWH) counsel sells shares to cover RSU taxes owed

Rhea-AI Filing Summary

ESS Tech, Inc. (GWH) insider Kelly F. Goodman, Chief Strategy Officer and General Counsel, reported a sale of 5,400 shares of Common Stock on 2026-08-21 at $0.4022 per share. The shares were sold to cover tax withholding obligations related to vesting restricted stock units, and 205,220 shares remain held directly, including RSUs that each represent a contingent right to one share of Common Stock.

Insider Trade Summary

Net Seller: 5,400 shares

Net Sell 1 txn

Insider Goodman Kelly F.

Role SEE REMARKS

Sold 5,400 shs ($2K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	5,400	$0.4022	$2K

Holdings After Transaction: Common Stock — 205,220 shares (Direct)

Footnotes (2)

1. F1. These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
2. F2. 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

Shares sold: 5,400 shares Sale price per share: $0.4022 per share Shares held after transaction: 205,220 shares

3 metrics

Shares sold 5,400 shares Common Stock sold by Kelly F. Goodman on 2026-08-21

Sale price per share $0.4022 per share Price for the 5,400 Common Stock shares sold on 2026-08-21

Shares held after transaction 205,220 shares Direct holdings of ESS Tech, Inc. Common Stock by Kelly F. Goodman after the sale

Key Terms

restricted stock units ("RSUs"), tax withholding obligations, contingent right

3 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 RSUs."

contingent right financial

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

FAQ

What insider transaction did ESS Tech, Inc. (GWH) report for Kelly F. Goodman?

Kelly F. Goodman reported a sale of 5,400 shares of Common Stock of ESS Tech, Inc. on 2026-08-21. The transaction was coded as a sale in an open market or private transaction and was used to satisfy tax withholding obligations tied to RSU vesting.

At what price were the ESS Tech (GWH) shares sold by Kelly F. Goodman?

The 5,400 ESS Tech, Inc. shares were sold at an average price of $0.4022 per share. The transaction is described as a sale in an open market or private transaction and was executed to cover tax withholding obligations from restricted stock unit vesting.

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

After the transaction, Kelly F. Goodman holds 205,220 shares of ESS Tech, Inc. Common Stock directly. A portion of this amount consists of restricted stock units, each representing a contingent right to receive one share of Common Stock.

Why did Kelly F. Goodman sell ESS Tech (GWH) shares in this Form 4 filing?

The filing states that the 5,400 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. This indicates the sale was related to tax obligations rather than a discretionary reduction in overall equity exposure.

What are the RSUs mentioned in the ESS Tech (GWH) Form 4 for Kelly F. Goodman?

The Form 4 explains that a portion of Kelly F. Goodman’s holdings are restricted stock units (RSUs), and that each RSU represents a contingent right to receive one share of ESS Tech, Inc.’s Common Stock, subject to the applicable vesting conditions.

Was Kelly F. Goodman’s ESS Tech (GWH) trade under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and there is no footnote stating the transaction was made under a Rule 10b5-1 trading plan. The sale is described only as covering tax withholding obligations from RSU vesting.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/24/2026 - 04:09 PM Accepted by SEC EDGAR 08/24/2026 - 04:08 PM Learn about SEC filing dates

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)
08/21/2026

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	08/21/2026		S		5,400(1)	D	$0.4022	205,220(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	08/24/2026
	** 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)