ESS Tech Seeks Shareholder Nod for $25M Equity Raise, Director Election

TL;DR

**ESS Tech needs this $25 million equity raise to stay afloat; vote FOR, or prepare for a potential liquidity crunch.**

AI Summary

ESS Tech, Inc. (ESS) is holding its annual meeting on October 6, 2025, where stockholders will vote on three key proposals. The company is seeking approval for the election of one Class I director, the ratification of KPMG LLP as its independent registered public accounting firm for fiscal year 2025, and crucially, the issuance of shares of common stock exceeding 19.99% of its outstanding common stock. This includes up to $25 million in securities under a standby equity purchase agreement and up to 129,312 shares upon warrant exercise. All share-based amounts have been retroactively adjusted to reflect a 1-for-15 reverse stock split effective August 23, 2024. The board recommends a 'FOR' vote on all proposals, emphasizing the importance of the share issuance for financing purposes and compliance with NYSE listing rules.

Why It Matters

This DEF 14A filing is critical for ESS Tech's financial stability and future growth, as it seeks approval for a significant equity raise of up to $25 million. For investors, this could signal potential dilution but also provides necessary capital for operations and strategic initiatives in the competitive energy storage market. Employees and customers will be impacted by the company's ability to secure funding, which directly affects product development and operational continuity. The approval of KPMG LLP as auditor ensures continued financial oversight, while the director election shapes future governance and strategic direction, all within a rapidly evolving clean energy sector.

Risk Assessment

Risk Level: medium — The company is seeking approval to issue shares in excess of 19.99% of its outstanding common stock, including up to $25 million under a standby equity purchase agreement. This indicates a potential need for significant capital, and while it provides financing, it also carries the risk of substantial shareholder dilution, which could negatively impact existing share value.

Analyst Insight

Investors should vote 'FOR' Proposal No. 3 to ensure ESS Tech secures necessary financing, but be aware of potential dilution from the up to $25 million equity issuance. Monitor the company's cash burn and future financing needs closely.

Key Numbers

• $25 million — Maximum securities issuance (Under standby equity purchase agreement, subject to NYSE approval)
• 129,312 — Shares from warrant exercise (Subject to NYSE approval)
• 1-for-15 — Reverse stock split ratio (Effective August 23, 2024)
• 19.99% — Exchange Cap threshold (Percentage of outstanding common stock requiring NYSE approval for issuance)
• 14,740,884 — Shares of common stock outstanding (As of record date September 16, 2025)
• October 6, 2025 — Annual meeting date (Virtual meeting for stockholders)
• September 16, 2025 — Record date (For stockholders entitled to vote)

Key Players & Entities

• ESS Tech, Inc. (company) — Registrant
• KPMG LLP (company) — Independent registered public accounting firm
• Harry F. Quarls (person) — Chairman of the Board
• Kelly F. Goodman (person) — Interim Chief Executive Officer and Corporate Secretary
• Kate Suhadolnik (person) — Interim Chief Financial Officer
• New York Stock Exchange (regulator) — Listing rules compliance
• Computershare Inc. (company) — Transfer agent
• Broadridge Financial Solutions, Inc. (company) — Vote tabulator and inspector of election
• U.S. Securities and Exchange Commission (regulator) — Filing oversight

FAQ

Industry Context

ESS Tech operates in the energy storage sector, specifically focusing on long-duration iron-based flow batteries. The industry is characterized by a growing demand for grid-scale energy storage solutions driven by renewable energy integration and grid modernization efforts. Key competitors include companies offering lithium-ion battery solutions and other emerging long-duration storage technologies.

Regulatory Implications

The primary regulatory implication highlighted is the need for shareholder approval to issue shares exceeding the 19.99% threshold of outstanding common stock, as required by New York Stock Exchange listing rules. Failure to secure this approval could impede ESS Tech's ability to raise necessary capital through equity issuances.

What Investors Should Do

1. Vote FOR the election of the Class I director.
2. Vote FOR the ratification of KPMG LLP as the independent registered public accounting firm.
3. Vote FOR the approval of the issuance of shares of common stock exceeding 19.99% of outstanding common stock.

Key Dates

• 2025-10-06: Annual Meeting of Stockholders — Stockholders will vote on director election, auditor ratification, and approval of share issuance exceeding 19.99% of outstanding stock.
• 2024-08-23: Reverse Stock Split Effective — A 1-for-15 reverse stock split was implemented, affecting all previously reported share-based amounts.
• 2025-09-16: Record Date — Establishes the list of stockholders entitled to vote at the annual meeting.
• 2025-09-22: Proxy Materials Sent — The proxy statement, notice of meeting, and form of proxy are expected to be distributed to stockholders.

Glossary

DEF 14A

A proxy statement filed by publicly traded companies with the U.S. Securities and Exchange Commission (SEC) when seeking shareholder approval for certain actions. (This document outlines the proposals to be voted on at ESS Tech's annual meeting, including critical share issuance approvals.)

Standby Equity Purchase Agreement

An agreement where a company can sell shares to an investor at a predetermined price, typically over a period, providing a flexible source of capital. (ESS Tech is seeking approval to issue up to $25 million in securities under such an agreement, indicating a need for financing.)

Exchange Cap

A threshold set by the New York Stock Exchange (NYSE) that limits the percentage of outstanding common stock a company can issue without shareholder approval. (ESS Tech requires shareholder approval to issue shares exceeding the 19.99% Exchange Cap, crucial for its financing plans and NYSE compliance.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the per-share market price. (ESS Tech implemented a 1-for-15 reverse stock split effective August 23, 2024, impacting all share-based figures in the filing.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. (The company is seeking approval for the issuance of up to 129,312 shares upon the exercise of certain warrants.)

Year-Over-Year Comparison

This filing is primarily focused on the upcoming annual meeting and specific proposals, particularly the significant share issuance. While the reverse stock split is mentioned as a retroactive adjustment, a direct year-over-year comparison of key financial metrics like revenue growth, margins, or net income is not detailed within this proxy statement's scope. The focus is on forward-looking actions and approvals rather than a historical financial performance review.

Key Financial Figures

• $25 million — f our outstanding common stock of up to $25 million of securities under our standby equity

Filing Documents

• ess-def14a2025definitivepra.htm (DEF 14A) — 518KB
• ess2025proxycard001.jpg (GRAPHIC) — 123KB
• ess2025proxycard002.jpg (GRAPHIC) — 101KB
• image_1.jpg (GRAPHIC) — 41KB
• image_11.jpg (GRAPHIC) — 4KB
• kfgsig.jpg (GRAPHIC) — 6KB
• 0001819438-25-000041.txt ( ) — 897KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 Summary Compensation Table 27 Policies and Practices Related to the Grant of Certain Equity Awards 27 Employment Arrangements 28 Outstanding Equity Awards at Fiscal 2024 Year-End 30 iv

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 RELATED PERSON TRANSACTIONS 34 Related Person Transactions Policy 36 OTHER MATTERS 38 Stockholder Proposals or Director Nominations for 2025 Annual Meeting 38 Availability of Bylaws 38 Delinquent Section 16(a) Reports 39 2024 Annual Report 39 REVERSE STOCK SPLIT All share-based amounts, including warrants, restricted stock units and options, herein are reported on a retroactively adjusted basis to reflect the reverse stock split of all shares of our common stock that were issued and outstanding at a ratio of 1-for-15 that became effective as of 401 p.m., Eastern Time, on August 23, 2024. v ESS TECH, INC. PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS To be held at 800 a.m., Pacific time, on Monday October 6, 2025 The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING Why am I receiving these materials This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2025 annual meeting of stockholders of ESS Tech, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof. The annual meeting will be held on Monday October 6, 2025 at 800 a.m., Pacific time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.comGWH2025 , where you will be able to listen to the meeting live, submit questions and vote online during the meeting. This proxy statement, the accompanying notice of annual meeting and form of proxy, and our annual report, is expected to first be sent or given on or about September 22, 2025 to

View Full Filing

View this DEF 14A filing on SEC EDGAR