ESS Tech (NYSE: GWH) CFO sells 741 shares to cover RSU taxes

Rhea-AI Filing Summary

ESS Tech, Inc. Chief Financial Officer Kate Eileen Suhadolnik reported an open-market sale of common stock. On February 20, 2026, she sold 741 shares of ESS Tech common stock at $1.54 per share.

According to the footnotes, these shares were sold specifically to cover tax withholding obligations related to the vesting of restricted stock units (RSUs). After this transaction, she directly owned 164,414 shares of ESS Tech common stock, and a portion of her holdings consists of RSUs, each representing a contingent right to receive one share of 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^*

Suhadolnik Kate Eileen

(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)
	Chief Financial Officer

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		741(1)	D	$1.54	164,414(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.

	/s/ Kate Suhadolnik	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 insider transaction did ESS Tech (GWH) disclose for its CFO?

ESS Tech disclosed that Chief Financial Officer Kate Eileen Suhadolnik sold 741 shares of common stock. The sale occurred on February 20, 2026, at $1.54 per share and was made to cover tax withholding obligations tied to vesting RSUs.

How many ESS Tech (GWH) shares did the CFO sell and at what price?

The CFO sold 741 shares of ESS Tech common stock at $1.54 per share. This open-market transaction was reported as a sale to satisfy tax withholding obligations arising from the vesting of restricted stock units (RSUs).

Why did the ESS Tech (GWH) CFO sell 741 shares of stock?

The filing states the 741 shares were sold to cover tax withholding obligations associated with the vesting of restricted stock units. This means the sale was made to satisfy required taxes rather than as a discretionary liquidation of investment holdings.

How many ESS Tech (GWH) shares does the CFO hold after the reported sale?

After the reported transaction, the CFO directly owned 164,414 shares of ESS Tech common stock. The filing also notes that a portion of these securities are RSUs, each representing a contingent right to receive one share of common stock.

What type of security and transaction code appear in the ESS Tech (GWH) Form 4?

The Form 4 reports a transaction in ESS Tech common stock, categorized as a non-derivative security. The transaction uses code “S,” indicating a sale in an open market or private transaction, with the filing describing it as an open-market sale.

How are RSUs described in the ESS Tech (GWH) CFO’s Form 4 footnotes?

The footnotes explain that a portion of the CFO’s holdings consists of restricted stock units. Each RSU is described as a contingent right to receive one share of ESS Tech’s common stock, highlighting that some reported interests are unvested or conditional equity awards.