ESS Tech Inc 2025年度报告

(Mark One) ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 OR口TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 For the transition period fromtoCommission file number 001-39525 Ess Tech, Inc. (Exact name ofregistrant as specified in its charter) (855) 423-9920 Registrant's telephonenumber, including area code Securities registered pursuant to Section12(b)of theAct: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes口No区 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ActYesNo Table of Contents Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto 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 besubmitted pursuant to Rule 405 of Regulation S-T (s 232.405 of this chapter) during the preceding 12 months (or for suchshorter 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, asmaller reporting company,or an emerging growth company.See the definitions of"large accelerated filer,""acceleratedfiler,"“"smaller reporting company,”and“emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer口Non-accelerated filer Accelerated filer口Smaller reporting companyEmerginggrowthcompany口 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of theExchangeAct. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b) by the registered public accounting firm that prepared or issued its audit report. If securities areregisteredpursuanttoSection12(b)of theAct,indicatebycheckmarkwhetherthefinancial statementsoftheregistrantincluded inthefilingreflectthe correctionofanerrortopreviouslyissuedfinancial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant's executive officers during the relevant recovery periodpursuant to $240.10D-1(b). Indicatebycheckmarkwhethertheregistrant isashellcompany(asdefinedinRule12b-2oftheAct).YesNo The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of thelastbusinessdayoftheregistrant'smostrecentlycompletedsecondfiscalquarter,June30,2025,wasapproximately13.6million based on the closing sales price of our common stock on the New York Stock Exchange on June 30,2025ofS1.33.Shares of the registrant's common stock held by each executive officer, director, and holder of 10% or more of theoutstanding common stock have been excluded because such persons may be deemed affiliates.This calculation does notreflect a determination that certain persons are affiliates of the registrant for any other purpose. As ofFebruary 27,2026,27,173,757 shares ofcommon stock,par value S0.0001 per share,were issued and outstanding. Portions of the registrant's definitive proxy statement relating to the 2026 Annual Meeting of Stockholders areincorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxystatement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year endedDecember31,2025. TABLEOFCONTENTS PageCAUTIONARY NOTE REGARDINGFORWARD-LOOKING STATEMENTSPARTIItem 1.Business4Item 1A.Risk Factors9Item IB.Unresolved Staff Comments45Item 1C.Cybersecurity45Item 2.Properties46Item 3.Legal Proceedings47Item 4.Mine Safety Disclosures47PART IIMarketfor Registrant's Common EquityRelated StockholderMatters and IssuerItem 5.Purchasesof EquitySecurities48Item 6.Reserved48Management's Discussion and Analysis of Financial Condition and Results ofItem 7.Operations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk56Item 8.Financial Statements and Supplementary Data57Changes in and Disagreements with Accountants on Accounting and FinancialItem 9.Disclosures86Item 9A.Controls and Procedures86Item 9B.Other Information86Item 9C.Disclosure Regarding Foreign Jurisdictions that P