Dilution profile // every instrument, one screen, from SEC filings

ESS Tech, Inc. (GWH)

CIK 1819438 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$305M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 16% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-81% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~2.6 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-11-192026-08-06

Latest: 33.0M shares as of Aug 6, 2026 (10-Q). Share count fell from 176.8M to 11.9M between Aug 9, 2024 and Nov 8, 2024, a pattern consistent with a reverse split (roughly 1-for-15); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Pre Funded Warrants5.1M$1.74999
Private Warrants4.1Mnot tagged
RDO Warrants2.1Mnot tagged
Promissory Note Warrants1.1Mnot tagged
Public Warrants764,081not tagged5y
Investment Warrant708,775not tagged
Honeywell Warrants708,775$28.35
IP Warrant417,997not tagged
Bridge Financing Warrants129,312$3.48
Performance Warrants51,717not tagged
SMUD Warrant833$64.44
Performance Warrantnot tagged$21.755yFV $15.0M

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 5.2M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $0 as of Dec 31, 2021.

Rough fully diluted estimate: 38.2M = 33.0M O/S + 5.2M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 11, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding33.0MAug 6, 2026
+ Pre Funded Warrants (if exercised)5.1MJan 31, 2026
+ Private Warrants (if exercised)4.1MOct 8, 2021
+ RDO Warrants (if exercised)2.1MJun 30, 2026
+ Promissory Note Warrants (if exercised)1.1MJun 30, 2026
+ Public Warrants (if exercised)764,081Jun 30, 2026
+ Investment Warrant (if exercised)708,775Jun 30, 2026
+ Honeywell Warrants (if exercised)708,775Sep 21, 2023
+ IP Warrant (if exercised)417,997Jun 30, 2026
+ Bridge Financing Warrants (if exercised)129,312Jun 30, 2026
+ Performance Warrants (if exercised)51,717Jun 30, 2026
+ SMUD Warrant (if exercised)833Jun 30, 2026
Fully diluted estimate48.1M+45.9% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $304.9Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Nov 13, 2025$304.9M registeredfiling →
S-3Nov 14, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 20 executed · 1 registered.

EXECUTEDJul 17, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 30, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDDec 11, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEDec 11, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEDec 11, 2025SEC declared a registration effective — selling can beginEFFECT
EXECUTEDNov 13, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
REGISTEREDNov 13, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDOct 22, 2025Prospectus supplement priced — shares or notes (large filers: often a bond deal)424B2
EXECUTEDOct 17, 2025Prospectus supplement priced — shares or notes (large filers: often a bond deal)424B2
EXECUTEDOct 15, 2025Prospectus supplement priced — shares or notes (large filers: often a bond deal)424B2
EXECUTEDOct 14, 2025Prospectus supplement priced — shares or notes (large filers: often a bond deal)424B2
EXECUTEDOct 14, 2025Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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