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ESS Tech (NYSE: GWH) director receives 13,513 RSUs as equity award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Quarls Harry reported acquisition or exercise transactions in this Form 4 filing.

ESS Tech, Inc. director Harry Quarls received an equity award of 13,513 restricted stock units (RSUs) representing common shares. These RSUs vest on the earlier of May 29, 2027 or the day before the next annual stockholders’ meeting, and settlement is deferred until separation from service or a qualifying change of control. Following this grant, Quarls holds 68,769 shares and RSUs directly.

Positive

  • None.

Negative

  • None.
Insider Quarls Harry
Role null
Type Security Shares Price Value
Grant/Award Common Stock 13,513 $0.00 --
Holdings After Transaction: Common Stock — 68,769 shares (Direct, null)
Footnotes (1)
  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.
RSUs granted 13,513 RSUs Equity award to director Harry Quarls
Post-transaction holdings 68,769 shares/RSUs Total direct holdings after grant
Grant price per RSU $0.00 per unit Compensation award, not a market purchase
Vesting date May 29, 2027 Latest possible vesting date for RSUs
Settlement timing window Within 30 days After separation from service or qualifying change of control
restricted stock units ("RSUs") financial
"The reported shares are represented by restricted stock units ("RSUs"), which vest on the earlier of (i) May 29, 2027..."
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.
Section 409A regulatory
"within the meaning of Section 409A of the Internal Revenue Code (Section 409A)..."
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.
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's Common Stock."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Quarls Harry
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/29/2026A13,513(1)A$068,769(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 attorney06/02/2026
** Signature of Reporting PersonDate
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 Harry Quarls report?

Harry Quarls reported receiving 13,513 restricted stock units (RSUs) of ESS Tech common stock as an equity award. Each RSU represents a contingent right to one share of common stock, subject to vesting and deferred settlement conditions.

When do Harry Quarls’ new ESS Tech RSUs vest?

The 13,513 RSUs vest on the earlier of May 29, 2027 or the day prior to ESS Tech’s next annual meeting of stockholders. Vesting must occur before the RSUs can be settled into common shares for the director.

How many ESS Tech shares and RSUs does Harry Quarls hold after this grant?

After the grant, Harry Quarls holds a total of 68,769 ESS Tech common shares and RSUs directly. This figure includes the newly awarded 13,513 RSUs, some of which are subject to vesting and deferred settlement provisions.

What does deferred settlement mean for Harry Quarls’ ESS Tech RSUs?

Quarls elected to defer settlement of his RSUs to within 30 days of separation from ESS Tech or a qualifying change of control. Until settlement, he only holds a contingent right, consistent with Section 409A tax rules for deferred compensation.

How is Section 409A relevant to ESS Tech director Harry Quarls’ RSUs?

The RSU settlement is structured to comply with Section 409A of the Internal Revenue Code, which governs deferred compensation. Settlement occurs within 30 days of separation from service or a qualifying change of control under the company’s plan.

Does Harry Quarls pay anything for the 13,513 ESS Tech RSUs granted?

The RSUs were granted at a price of $0.00 per unit, indicating they are compensation rather than a purchase. They convert into shares for the director only after vesting and subsequent settlement under the plan’s terms.