GWH Insider Grant: 275,000 RSUs to COO, 25% Vesting in Aug 2026

Rhea-AI Filing Summary

Trivedi Jigish Dhirajlal, COO of ESS Tech, Inc. (GWH), was granted 275,000 restricted stock units (RSUs) on 08/18/2025. The RSUs are reported at a $0 acquisition price and each RSU represents a contingent right to one share of the company’s common stock. The award vests 25% on August 20, 2026 and thereafter 1/16th each quarter, subject to the reporting person remaining a service provider through each vesting date. The Form 4 was signed by a power of attorney on 09/05/2025 and shows sole filing by one reporting person.

Positive

• 275,000 RSU grant documented, providing clear disclosure of executive equity compensation
• Detailed vesting schedule provided: 25% on August 20, 2026 and 1/16th quarterly thereafter, which supports retention incentives
• Each RSU converts to one share upon vesting, making the economic terms explicit

Negative

• Vesting is contingent on continued service, so shares may be forfeited if the reporting person leaves before vest dates
• Form 4 does not disclose the company’s total outstanding shares or the grant’s dilution impact, so investor effect is unclear

Insights

Corporate Governance Expert

TL;DR: A time‑based RSU grant to the COO aligns compensation with tenure and future performance but is subject to forfeiture if service ends.

The grant of 275,000 RSUs is a standard time‑based equity award documented on Form 4. The explicit vesting schedule—25% after ~one year then 1/16th quarterly—creates multi‑quarter retention incentives. The award is recorded at $0 on Form 4 because RSUs are contingent rights, not purchases. Materiality for investors depends on company size and outstanding share count (not provided here). The filing is routine from a governance perspective but noteworthy for signaling management retention.

Compensation Analyst

TL;DR: The RSU structure rewards continued service and defers share issuance, typical for executive compensation programs.

The RSU description clarifies that each unit converts to one share upon vesting and that vesting is conditioned on continued service. Reporting the transaction as acquisition (code A) with $0 price is consistent with grant reporting rules for RSUs. Without information on total dilution or existing insider holdings, the award’s impact on shareholder value cannot be assessed from this filing alone.

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
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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^*

Trivedi Jigish Dhirajlal

(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)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		A		275,000(1)	A	$0	275,000(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. The reported shares are represented by restricted stock units ("RSUs"), which vest as to 1/4th of the RSUs on August 20, 2026 and 1/16th of the RSUs shall vest quarterly thereafter, subject to the Reporting Person remains as 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.

Remarks:

	/s/ Bianca Boschmans, by power of attorney	09/05/2025
	** 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.

FAQ

Who received the RSUs reported on Form 4 for ESS Tech (GWH)?

Trivedi Jigish Dhirajlal, the company's COO, received the reported award of 275,000 RSUs.

How many restricted stock units were granted and at what price?

275,000 RSUs were reported as acquired on 08/18/2025 and the transaction is shown at a $0 price on Form 4.

What is the vesting schedule for the RSUs?

The RSUs vest 25% on August 20, 2026 and then 1/16th of the RSUs each quarter thereafter, contingent on continued service.

Does each RSU represent a share of common stock?

Yes. The filing states that each RSU represents a contingent right to receive one share of the issuer's common stock upon vesting.

When was the Form 4 signed and filed?

The signature on the form is dated 09/05/2025, and the transaction date is 08/18/2025.