ESS Tech Inc 2026年季度报告

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 June30, 2026 OR 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) Delaware98-1550150(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)26440 SW Parkway Ave., Bldg. 83Wilsonville, Oregon97070(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: Name of each exchange on which registeredNew York Stock Exchange GWH Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 August6, 2026, the registrant had 32,970,025 shares of common stock, par value $0.0001, issued and outstanding. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Item 1.Financial Statements4Condensed Consolidated Balance Sheets4Condensed Consolidated Statements of Operations and Comprehensive Loss5Condensed Consolidated Statements of Stockholders'(Deficit)Equity6Condensed Consolidated Statements of Cash Flows7Notes to Consolidated Financial Statements9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk31Item 4.Controls and Procedures31 PART II.OTHER INFORMATIONItem 1.Legal Proceedings32Item 1A.Risk Factors32Item 2.Unregistered Sales of Equity Securities and Use of Proceeds70Item 3.Defaults Upon Senior Securities71Item 4.Mine Safety Disclosures71Item 5.Other Information71Item 6.Exhibits71SIGNATURES73 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 andAnalysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27Aof 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 thewords “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 astatement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions aboutus, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in ourbusiness. 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 andplans;•the implementation, market acceptance and success of our technology and business model;•our ability to scale in a cost-effe