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|8-KJan 29, 8:15 AM ET

ESS Tech, Inc. 8-K

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ESS Tech, Inc. Reports Preliminary 2025 Results; CEO Drew Buckley Joins Board

What Happened
ESS Tech, Inc. (Nasdaq: GWH) filed an 8-K on January 29, 2026 disclosing preliminary, unaudited financial results for the year ended December 31, 2025 and board changes. The company reported key preliminary figures (cash, revenue, operating loss, interest expense) and noted these estimates are unaudited and subject to change. Separately, on January 23, 2026 the board expanded from seven to eight members and elected CEO Drew Buckley as a Class I director effective the same date.

Key Details

  • Cash and short-term investments: approximately $22.0 million as of December 31, 2025 (up $18.5M vs. Sept. 30, 2025).
  • Promissory note activity: ~$24.4M of $30M principal repaid as of Jan. 28, 2026; ~$5.6M remains outstanding. A second $10M tranche is available to draw until Feb. 28, 2026.
  • Equity raises: issued 3,799,160 shares under an at-the-market (ATM) program, raising gross proceeds of about $8.6M; sales under the ATM are paused.
  • Preliminary operating results: revenue ≈ $1.6M (down $4.7M vs. 2024); loss from operations ≈ $55.0M (improved $34.8M vs. 2024); net interest expense ≈ $5.5M (vs. net interest income $3.6M in 2024).
  • Board update: Drew Buckley (CEO) elected as Class I director, term through the 2028 annual meeting; no additional director pay beyond his CEO compensation; no related-party arrangements reported.

Why It Matters
These preliminary results show ESS Tech is reducing operating losses and preserving cash while transitioning away from legacy contracts toward its Energy Base strategy. The increase in cash and ATM proceeds, plus repayment of most of the promissory note principal, improve near-term liquidity, though a $10M tranche remains available and interest expense has risen. Revenue decline reflects the wind-down of legacy business activity. All numbers are preliminary and unaudited — final audited results may differ and the company’s independent auditor has not reviewed these estimates. Investors should watch the final audited 2025 results and updates on ATM activity, promissory note draws, and progress on the company’s strategic shift.