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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number 001-39525

ESS Tech, Inc.

(Exact name of registrant as specified in its charter)


Delaware			98-1550150
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
26440 SW Parkway Ave., Bldg. 83
Wilsonville, Oregon			97070
(Address of Principal Executive Offices)			(Zip Code)

(855) 423-9920

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

GWH

New York Stock Exchange

Warrants, each fifteen warrants exercisable for one share of common stock at an exercise price of $172.50

GWH.W

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 4, 2026, the registrant had 29,389,170 shares of common stock, par value $0.0001, issued and outstanding.

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TABLE OF CONTENTS


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	68
SIGNATURES		70

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including, without limitation, statements in “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “possible,” “may,” “might,” “will,” “potential,” “projects,” “predicts,” “continue,” “could,” “would” or “should,” or, in each case, their negative or other variations or comparable terminology. These words and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business.

These statements are based on management’s current expectations, but actual results may differ materially due to various factors, risks, and uncertainties, including, but not limited to:

•our financial and business performance, including financial projections and business metrics;

•changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•the implementation, market acceptance and success of our technology and business model;

•our ability to scale in a cost-effective manner;

•our expectations regarding our cost advantages compared to lithium-ion alternatives;

•developments and projections relating to our competitors and industry;

•the impact of global events such as the Russia-Ukraine conflict, geopolitical tensions involving China, the conflict between the U.S., Israel and Iran, U.S. interventions in Venezuela and Iran and, tensions in the Middle East, and macroeconomic developments, including global supply chain challenges, tariffs and trade restrictions, foreign currency fluctuations, instability in the financial markets, fluctuating inflation and interest rates and monetary policy changes, upon our and our customers’, contractors’, suppliers’ and partners’ respective businesses;

•our expectations regarding our ability to obtain and maintain intellectual property protection and manufacture and sell our products and services without infringing on the rights of others;

•our future capital requirements and sources and uses of cash;

•our ability to obtain funding for our operations, including pursuant to offerings of equity and debt securities, and the impact of any cash conservation or fundraising measures;

•our business, expansion plans and opportunities, in particular our strategic pivot focused on the Energy Base product and ongoing contracting activities;

•our relationships with third parties, including our customers, contractors, and suppliers;

•recent transitions in our leadership team;

•the shipment, installation, and operation of our products;

•contract execution, including customer site readiness and acceptance of our products;

•our ability to enter into commercial or strategic partnerships or transactions and recognize benefits therefrom;

•the outcome of any known and unknown litigation and regulatory proceedings;

•our ability to successfully deploy the proceeds from prior and future offerings of equity and issuance of debt securities, other investments in our Company and any borrowing under our existing or future credit agreements;

•our ability to regain compliance with certain New York Stock Exchange (“NYSE”) listing requirements and maintain a trading market for our common stock; and

•other risks and uncertainties discussed in “Part II—Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future

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developments affecting us will be those that we have anticipated. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause our actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Part II—Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described in “Part II—Item 1A. Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ESS Tech, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share data)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	15,489	$	14,477
Restricted cash, current	806		806
Accounts receivable, net	37		13
Short-term investments	5,966		7,557
Inventory	123		140
Prepaid expenses and other current assets	2,353		3,254
Total current assets	24,774		26,247
Property and equipment, net	16,293		17,224
Intangible assets, net	2,615		2,682
Operating lease right-of-use assets	3,341		3,767
Restricted cash, non-current	918		618
Other non-current assets	631		634
Total assets	$	48,572	$	51,172
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	1,333	$	3,023
Accrued and other current liabilities	9,453		11,097
Accrued product warranties	985		985
Operating lease liabilities, current	1,851		1,784
Deferred revenue, current	346		359

Financing obligations, current	9,045		8,044
Total current liabilities	23,013		25,292
Operating lease liabilities, non-current	1,566		2,060
Deferred revenue, non-current - related parties	5,297		5,297
Common stock warrant liabilities	229		573

Financing obligations, non-current	8,992		9,291
Other non-current liabilities	29		41
Total liabilities	39,126		42,554
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock ($0.0001 par value; 200,000,000 shares authorized, none issued and outstanding as of March 31, 2026 and December 31, 2025)	—		—
Common stock ($0.0001 par value; 1,000,000,000 shares authorized, 27,922,991 and 22,377,003 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)	3		2
Additional paid-in capital	871,184		854,435
Accumulated deficit	(861,741)		(845,819)
Total stockholders' equity	9,446		8,618
Total liabilities and stockholders' equity	$	48,572	$	51,172

See accompanying notes to the condensed consolidated financial statements

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ESS Tech, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands, except share and per share data)


	Three Months Ended March 31,
		2026		2025
Revenue:
Revenue		$	122	$	571
Revenue - related parties		6		28
Total revenue		128		599
Cost of revenue		7,166		8,746
Gross loss		(7,038)		(8,147)
Operating expenses
Research and development		2,625		2,478
Sales and marketing		254		1,950
General and administrative		3,863		5,571
Total operating expenses		6,742		9,999
Loss from operations		(13,780)		(18,146)
Other (expense) income, net
Interest (expense) income, net		(2,496)		216
Gain (loss) on revaluation of common stock warrant liabilities		344		(115)
Other income, net		10		19
Total other (expense) income, net		(2,142)		120
Net loss and comprehensive loss to common stockholders		$	(15,922)	$	(18,026)

Net loss per share - basic and diluted		$	(0.54)	$	(1.50)

Weighted-average shares used in per share calculation - basic and diluted		29,294,336		12,033,442

See accompanying notes to the condensed consolidated financial statements

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ESS Tech, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(in thousands, except share data)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance as of December 31, 2024	11,986,516	$	1	$	811,262	$	(782,379)	$	28,884
Issuance of common stock under stock-based compensation plans, net of stock withheld for taxes	117,234	—		(13)		—		(13)
Stock-based compensation expense	—	—		1,234		—		1,234
Net loss	—	—		—		(18,026)		(18,026)
Balance as of March 31, 2025	12,103,750	$	1	$	812,483	$	(800,405)	$	12,079

















Balance as of December 31, 2025	22,377,003	$	2	$	854,435	$	(845,819)	$	8,618
Issuance of common stock under stock-based compensation plans, net of stock withheld for taxes	35,461	—		—		—		—
Stock-based compensation expense	—	—		789		—		789
Issuance of common stock under the ATM and RDO, net of issuance costs	4,623,075	1		7,621		—		7,622
Issuance of pre-funded common stock warrants	—	—		8,064		—		8,064
Issuance of common stock upon exercise of warrants	750,000	—		—		—		—
Issuance of common stock to non-employees for services rendered and assets purchased, net of issuance costs	137,452	—		275		—		275
Net loss	—	—		—		(15,922)		(15,922)
Balance as of March 31, 2026	27,922,991	$	3	$	871,184

SEC Form 10-Q filed by ESS Tech Inc.