New SES AI (NYSE: SES) CFO as Q1 2026 revenue reaches $6.7M
Rhea-AI Filing Summary
SES AI Corporation furnished its first quarter 2026 results and announced a Chief Financial Officer transition. The company reported Q1 2026 revenue of $6.7 million, described as above consensus, and improved gross margin to 18.1% from 11.3% in the fourth quarter of 2025, while maintaining about $178 million in liquidity. SES AI affirmed full-year 2026 revenue guidance of $30 million to $35 million, highlighted a multiyear Energy Storage Systems distribution agreement with ATG E Power, growing drone cell production capacity to roughly 1,000,000 cells annually, and a multiyear contract for its AI-driven Molecular Universe "Search in a Box" product. The filing also details that Yi (Ray) Liu will become CFO on April 27, 2026, succeeding Jing Nealis, with Liu receiving a $375,000 base salary, target bonus equal to 50% of salary, a $25,000 cash signing bonus, and restricted stock units valued at $375,000, while Nealis receives accelerated vesting of 117,500 RSUs and an extended option exercise period.
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Insights
SES pairs a Q1 revenue beat and margin gains with an orderly CFO handoff.
SES AI posted Q1 2026 revenue of $6.7 million, characterized as above consensus, and lifted gross margin to 18.1% from 11.3% in Q4 2025. Management also reaffirmed full‑year 2026 revenue guidance of $30–$35 million, signaling confidence in its pipeline.
The company underscored growth initiatives: a multiyear ESS distribution deal with ATG E Power for North America, ramping a Chungju drone cell line toward roughly 1,000,000 cells annually, and signing a multiyear Molecular Universe "Search in a Box" contract with a major global battery maker. Liquidity of about $178 million provides funding flexibility.
On governance, SES announced that Yi (Ray) Liu will become CFO on April 27, 2026, replacing Jing Nealis after she completes the Q1 2026 Form 10‑Q and earnings call. The transition appears planned, with Nealis supporting handover through May 15, 2026. Subsequent filings may provide more detail on how Liu’s risk and controls background shapes SES’s financial and operational priorities.
8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
Energy Storage Systems technical
Molecular Universe technical
Form 10-Q regulatory
emerging growth company regulatory
enterprise risk management financial
Earnings Snapshot
Affirmed full-year 2026 revenue guidance of $30 million to $35 million.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
| (Commission |
| (IRS Employer |
SES AI Corporation
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
Title of each class | | Trading | | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 ☐
Item 2.02Results of Operations and Financial Condition.
On April 23, 2026, SES AI Corporation (the “Company”) released a letter to its shareholders, which includes a business update and the Company’s financial results for the fiscal quarter ended March 31, 2026. A copy of the letter to shareholders is furnished herewith as Exhibit 99.1.
On April 23, 2026, the Company issued a press release announcing the release of the letter to shareholders. A copy of the press release is furnished herewith as Exhibit 99.2.
The information contained in this Item 2.02 and in the accompanying Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2026, the Company announced the appointment of Yi (Ray) Liu as Chief Financial Officer, effective April 27, 2026. Mr. Liu, 50, previously served as North America Chief Risk and Control Officer at Adyen, a global financial technology company, from January 2022 to April 2026. Prior to that, Mr. Liu spent over a decade in roles of increasing responsibility at Metlife Investment Management, including as Director, Enterprise Risk Management (Investment Risk & Governance from March 2019 to December 2021, as Chief of Staff/Head of Finance (International Investments) from July 2011 to March 2019 and as Director of Internal Audit (Investment & Finance) from July 2006 to July 2011. From July 2003 to July 2006, Mr. Liu served as Senior Auditor (Corporate Audit) at Emerson Electric Co. Mr. Liu earned his MBA, Finance and Investments from the University of Notre Dame, Mendoza College of Business and his B.S. in Accountancy at Shanghai University of Finance and Economics. Mr. Liu is a CFA Charterholder and a Certified Public Accountant licensed in New Jersey. There are no arrangements or understandings between Mr. Liu and any other persons pursuant to which he was appointed as Chief Financial Officer. Mr. Liu has no family relationships with any director or executive officer of the Company. Mr. Liu has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, the Company entered into an offer letter (the “Offer Letter”) with Mr. Liu pursuant to which he will receive (i) an annual base salary of $375,000, (b) an annual performance-based incentive bonus with a target of 50% of his base salary subject to the achievement of certain performance metrics, (iii) a cash signing bonus of $25,000 and (iv) a grant of restricted stock units under the Company’s 2021 Incentive Award Plan (the “Plan”) equivalent to $375,000 in value as of the date of grant. It is expected that shortly after commencing employment with the Company, Mr. Liu will also enter into the Company’s standard indemnification agreement pursuant to which the Company will indemnify him for certain actions taken in his capacity as Chief Financial Officer.
Mr. Liu will succeed Jing Nealis, who will be stepping down as Chief Financial Officer effective April 27, 2026. In connection with her departure, the Company entered into a separation letter (the “Separation Letter”) with Ms. Nealis pursuant to which, subject to delivery of a release of claims by Ms. Nealis, the Company has agreed to accelerate the vesting of 117,500 restricted stock units previously granted to her under the Plan, and to extend through December 31, 2026 the post-termination exercise period for Ms. Nealis’s vested stock options. Ms. Nealis has agreed to remain available through May 15, 2026 to support Mr. Liu’s transition into the Chief Financial Officer role.
The foregoing descriptions of the Offer Letter and the Separation Letter are qualified in their entirety by reference to the full text of the Offer Letter and the Separation Letter, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026.
Item 7.01 Regulation FD Disclosure
On April 23, 2026, the Company issued a press release announcing the Chief Financial Officer transition. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference. The information contained in this press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. | | Description |
99.1 | Shareholder Letter dated April 23, 2026 | |
99.2 | Press release announcing release of letter to shareholders dated April 23, 2026 | |
99.3 | Press release announcing CFO transition, dated April 23, 2026 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SES AI Corporation | ||
Date: April 23, 2026 | By: | /s/ Jing Nealis |
Name: | Jing Nealis | |
Title: | Chief Financial Officer | |
Exhibit 99.1
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| 1 Letter to Our Shareholders Q1 2026 Dear Shareholders, We are off to a strong start in 2026. First quarter revenue reached $6.7 million, a 47% increase over the fourth quarter of 2025 and above published consensus estimates. We are also reaffirming our full year 2026 revenue guidance of $30 million to $35 million. This quarter’s results were driven primarily by continued execution in our Energy Storage Systems business through UZ Energy, with smaller contributions from drone sample sales and Molecular Universe subscription revenue. Importantly, gross margin improved to 18.1% from 11.3% in the fourth quarter, reflecting better margins in the UZ business and the impact of higher-margin drone and subscription revenue. As we noted on our fourth quarter call, our current three business unit structure – ESS, drones, and advanced materials – took shape in the second half of 2025. For that reason, we believe sequential comparisons to the fourth quarter provide the most meaningful view of our operating trajectory, though we include year-over-year figures where relevant for context. Here is an update on each of our business units. 1. Energy Storage Systems (ESS) ESS remains our largest near-term revenue driver. Through the UZ Energy acquisition, we are now serving customers across the globe – from Australia to Europe to the Middle East – and have begun entering the North American market. During the first quarter, we announced a new contract that reflects the growing commercial traction of the ESS business. We entered into a multiyear distribution agreement with ATG EPower, a leading North American distributor of renewable energy and energy storage solutions with over two decades of experience in the clean energy sector. This contract, valued at approximately $20 million over three years, provides immediate access to ATG EPower’s established distribution network across residential, commercial, and industrial customer segments. This represents a significant milestone in our strategy to expand the ESS business into the United States, one of the fastest growing ESS markets globally. This contract builds on UZ Energy’s existing customer base and reflects our strategy to grow both geographically and through the on-premises integration of our Molecular Universe Predict capabilities into the hardware offering, an “Edge Box”. Energy storage systems are financial assets – the value to our customers depends on delivering consistent, long-term performance. Our ability to provide both the hardware and an intelligent operating system that predicts battery health and reduces maintenance costs |
| 2 Letter to Our Shareholders Q1 2026 sets us apart as we compete for share in the estimated $300 billion global ESS market. An Edge Box built on UZ Energy hardware, enhanced with AI-driven predictive intelligence to maximize long-term performance 2. Drones We made progress in our drone cell business during the first quarter. We completed the conversion of our manufacturing line at our Chungju, South Korea facility from EV pouch cells to drone-format pouch cells. This is the same facility where we developed and built the world’s first 100Ah Li-Metal cell in 2021, and it has been NDAA-compliant since its inception. Our plans are for the converted line to gradually ramp up to an annual capacity of over one million drone cells and incorporate our AI for Manufacturing capabilities to ensure quality and cost effectiveness. We have begun shipping sample cells to prospective defense and commercial drone customers for evaluation and qualification testing, and customer interest has been strong. NDAA-compliant cells ready for shipment from our Chungju plant The US defense drone market, in particular, continues to be where we see the most consequential near-term opportunity. A dependable supply chain of high energy density, NDAA-compliant pouch cells remain extremely rare and is critical to the development of the American drone industry. Our manufacturing capability in Korea positions us well relative to competitors who lack compliant supply chains. In addition to our Korea facility, we continue to explore larger NDAA-compliant manufacturing capacity in Southeast Asia and expect to provide updates later this year. |
| 3 Letter to Our Shareholders Q1 2026 3. Materials Our materials pipeline continues to build. Through the Molecular Universe platform, both SES and our customers have been discovering new electrolyte materials for applications beyond our current cell production. We now have approximately half a dozen customers who have progressed through second-phase testing of materials discovered through the platform. The progression of existing customers through the testing pipeline represents positive momentum. Several of these testing programs are nearing completion of their second phase, and we expect the next step for these customers will be moving toward commercial-scale supply discussions. Our Hisun joint venture can leverage their 150,000-ton annual global capacity to produce these materials at commercial scale as customer demand materializes. 4. Molecular Universe The Molecular Universe continues to mature as a platform. We recently introduced version 2.5 of the platform, which represents our fifth major iteration since we launched in 2024. Version 2.5 delivers upgraded capabilities across our six AI-powered workflows – Ask, Search, Formulate, Design, Predict, and Manufacture – along with expanded enterprise on-premises deployment options and covering both lithium and now sodium chemistries. During the quarter, a major global battery manufacturer committed to a multiyear subscription for our Search in a Box product. This is validation of the platform’s value to the world’s leading battery companies, and we expect this relationship to generate follow-on interest from other major manufacturers. While the direct on-premises revenue contribution from the Molecular Universe is expected to remain modest in 2026, its biggest impact continues to be the intellectual property and competitive advantages it drives across our ESS, drone, and materials businesses. CFO Transition We are announcing today that Jing Nealis will be transitioning from her role as Chief Financial Officer, effective April 27, 2026. Jing has agreed to remain available through May 15 to support a smooth transition. We thank Jing for her contributions over the past five years in building SES AI’s financial foundation during a period of significant transformation. Effective April 27, we have appointed Yi (Ray) Liu, CFA, CPA, as Chief Financial Officer. Ray brings over 20 years of finance leadership experience spanning FP&A, strategic finance, SEC reporting, and risk management. Most recently, he served as Chief Risk & Control Officer at Adyen’s U.S. Federal Foreign Branch, and prior to that held senior finance and risk leadership roles at MetLife |
| 4 Letter to Our Shareholders Q1 2026 Investment Management for over 15 years, including Director of Risk Management and Chief of Staff / Head of Finance for International Investments, and Director of Internal Audit. Ray holds an MBA from the University of Notre Dame and a B.S. in Accountancy from Shanghai University of Finance and Economics. Additional details are available in the separate press release issued today. Financial Highlights Revenue and Gross Margin Revenue for the first quarter of 2026 was $6.7 million, a 47% increase over the fourth quarter of 2025 and a 16% increase over the first quarter of 2025. As a reminder, the fourth quarter of 2025 was impacted by approximately $1.5 million of revenue that was pushed into the first quarter, which benefited Q1 results. Our revenue growth reflects the continued expansion of UZ Energy’s ESS product revenue and early contributions from our drone cells sample sales and MU subscription. Our Q1 gross margin on a GAAP basis was 18.1%, compared to 11.3% in the fourth quarter of 2025 and 78.7% in the first quarter of 2025. On a non-GAAP basis, which excludes stock-based compensation as well as depreciation and amortization allocated to cost of revenue, Q1 non-GAAP gross margin was 18.3%, compared to 11.7% in Q4 2025 and 81.8% in Q1 2025. The year-over-year decline in gross margin reflects the shift in our revenue composition from high-margin OEM service contracts in Q1 2025 to product-based revenue from our three current business units, which carry a different margin profile. The sequential improvement from Q4 2025 reflects margin improvement in the UZ ESS business and the positive contribution of higher-margin drone sample and subscription revenue. Operating Expenses GAAP operating expenses for the first quarter of 2026 were $19.1 million, compared to $18.2 million in the fourth quarter of 2025 and $27.8 million in the first quarter of 2025. On a non-GAAP basis, which excludes stock-based compensation as well as depreciation and amortization, first quarter operating expenses were $14.3 million, compared to $13.5 million in Q4 2025 and $34.1 million in Q1 2025. The year-over-year improvement on both GAAP and non-GAAP bases reflects the progress we have made in optimizing our cost structure. We remain on track to deliver the approximately 15% reduction in full-year operating expenses from 2025 levels that we guided on our fourth quarter call. Net Loss and Adjusted EBITDA Our GAAP net loss for the first quarter was $12.1 million, or $0.04 loss per share, compared to a GAAP net loss of $17.0 million, or $0.05 loss per share, in Q4 2025. GAAP net loss in Q1 2025 was |
| 5 Letter to Our Shareholders Q1 2026 $12.4 million, or $0.04 loss per share. Our Q1 2026 GAAP net loss was favorably impacted by a $4.2 million non-cash gain on the change in fair value of sponsor earn-out liabilities. These non-cash gains or losses are not reflective of our underlying operating performance. Excluding stock-based compensation, depreciation and amortization, changes in fair value of sponsor earn-out liabilities, and including interest income, our non-GAAP net loss for the first quarter was $11.1 million, or $0.03 loss per share, compared to a non-GAAP net loss of $11.8 million, or $0.04 loss per share, in Q4 2025, and a non-GAAP net loss of $13.8 million in Q1 2025. Adjusted EBITDA for the first quarter of 2026 was a loss of $12.8 million, compared to a loss of $13.8 million in Q4 2025, and a loss of $16.5 million in Q1 2025. Liquidity and Cash Flow We utilized approximately $20 million in cash for operations during the first quarter, consistent with our operating plan. We exited the first quarter with a strong liquidity position of approximately $178 million. Our capex-light business model remains a core financial discipline, and we are confident our current liquidity provides a strong runway to execute on our 2026 growth initiatives. 2026 Financial Outlook For full-year 2026, we reaffirm revenue guidance of $30–35 million. As previously noted, we expect the first half of the year to be driven primarily by steady-state ESS revenue from UZ Energy, with contributions from drone cells and materials expected to begin in the second half. On a blended basis, we continue to expect consolidated gross margin of approximately 15%, with room for improvement as we scale and add higher-margin revenue streams. On operating expenses, we remain on track to deliver approximately 15% reduction from 2025 levels, reflecting continued investment in the Molecular Universe platform while maintaining financial discipline across the organization. On a housekeeping note, we expect to file a new S-3 shelf registration statement concurrent with our 10-Q, as our current shelf expires on April 28. This is a routine administrative filing to maintain our financial flexibility. The first quarter was a solid one. Revenue and margins came in on plan, costs continue to come down, and each of our business units advanced. We believe we have the capital, the team, and the commercial pipeline to deliver on our full-year outlook. Qichao Hu Founder, CEO and Chairman Jing Nealis Chief Financial Officer |
| 6 Letter to Our Shareholders Q1 2026 SES AI Corporation Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share amounts) March 31, 2026 December 31, 2025 Assets Current Assets Cash and cash equivalents $ 46,940 $ 29,541 Short-term investments 130,739 170,091 Accounts receivable 8,183 4,783 Inventories 6,960 5,154 Prepaid expenses and other assets 7,748 6,707 Total current assets 200,570 216,276 Property and equipment, net 26,318 28,866 Goodwill 13,272 13,272 Intangible assets, net 2,749 2,809 Right-of-use assets, net 6,932 7,638 Deferred tax assets 1,521 1,521 Other assets, non-current 2,157 2,264 Total assets $ 253,519 $ 272,646 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable $ 5,919 $ 5,694 Operating lease liabilities 1,599 2,298 Deferred consideration, current 8,025 1,093 Accrued expenses and other liabilities 13,697 15,071 Total current liabilities 29,240 24,156 Sponsor Earn-Out liabilities 3,586 7,795 Operating lease liabilities, non-current 5,416 5,813 Unearned government grant 8,612 9,042 Deferred consideration, non-current — 7,677 Other liabilities, non-current 3,419 3,408 Total liabilities 50,273 57,891 Stockholders’ Equity Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 324,709,477 and 321,551,078 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively; Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 37 37 Additional paid-in capital 588,457 588,355 Accumulated deficit (384,009) (371,911) Accumulated other comprehensive loss (1,239) (1,726) Total stockholders' equity 203,246 214,755 Total liabilities and stockholders' equity $ 253,519 $ 272,646 |
| 7 Letter to Our Shareholders Q1 2026 SES AI Corporation Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) Three Months Ended March 31, (in thousands, except share and per share amounts) 2026 2025 Revenue from contracts with customers: Revenue $ 6,711 $ 5,793 Cost of revenues 5,496 1,236 Gross profit 1,215 4,557 Operating expenses: Research and development 11,031 20,510 General and administrative 8,053 7,320 Total operating expenses 19,084 27,830 Loss from operations (17,869) (23,273) Other income: Gain on change in fair value of Sponsor Earn-Out liabilities 4,208 7,879 Interest income 1,696 2,670 Miscellaneous income, net 281 296 Total other income, net 6,185 10,845 Loss before income taxes (11,684) (12,428) Provision for income taxes (414) (4) Net loss (12,098) (12,432) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 712 47 Unrealized loss on short-term investments (225) (20) Total other comprehensive income (loss), net of tax 487 27 Total comprehensive loss $ (11,611) $ (12,405) Net loss per share attributable to common stockholders: Basic and diluted $ (0.04) $ (0.04) Weighted-average shares outstanding: Basic and diluted 332,840,425 329,334,434 |
| 8 Letter to Our Shareholders Q1 2026 SES AI Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (in thousands) 2026 2025 Cash Flows From Operating Activities Net loss $ (12,098) $ (12,432) Adjustments to reconcile net loss to net cash used in operating activities: Gain from change in fair value of Sponsor Earn-Out liabilities (4,208) (7,879) Stock-based compensation 2,116 3,973 Depreciation and amortization 2,678 2,516 Gain from change in fair value of deferred consideration (846) — Accretion income from available-for-sale short-term investments (499) (782) Other 429 (272) Changes in operating assets and liabilities: Accounts receivable (3,360) (558) Inventories (1,748) 58 Prepaid expenses and other assets (946) (1,710) Right-of-use assets 692 701 Accounts payable 400 (108) Lease liabilities (1,081) (1,044) Accrued expenses and other liabilities (1,329) (5,296) Net cash used in operating activities (19,800) (22,833) Cash Flows From Investing Activities Purchases of property and equipment (330) (916) Purchase of short-term investments (31,991) (104,428) Proceeds from the maturities of short-term investments 71,455 55,500 Net cash provided by (used in) investing activities 39,134 (49,844) Cash Flows From Financing Activities Payments for taxes withheld on vesting of restricted stock (2,053) — Proceeds from stock option exercises 40 8 Net cash (used in) provided by financing activities (2,013) 8 Effect of exchange rates on cash 41 (76) Net increase (decrease) in cash, cash equivalents and restricted cash 17,362 (72,745) Cash, cash equivalents and restricted cash at beginning of period 30,213 129,395 Cash, cash equivalents and restricted cash at end of period $ 47,575 $ 56,650 Supplemental Cash and Non-Cash Information: Accounts payable and accrued expenses related to purchases of property and equipment $ 464 $ 1,174 |
| 9 Letter to Our Shareholders Q1 2026 SES AI Corporation – Supplemental Non-GAAP Information (Unaudited) GAAP Non-GAAP (in thousands, except per share amount) Q1 2026 Q1 2025 Q4 2025 Q1 2026 Q1 2025 Q4 2025 Revenue 6,711 5,793 4,562 6,711 5,793 4,562 Gross profit 1,215 4,557 514 1,225 4,736 535 Gross margin 18.1% 78.7% 11.3% 18.3% 81.8% 11.7% Operating expenses 19,084 27,831 18,199 14,300 34,141 13,489 Loss from operations (17,869) (23,274) (17,685) (13,075) (16,785) (12,954) Net loss (12,098) (12,432) (17,037) (11,098) (13,818) (11,793) Basic and diluted Earnings per Share ("EPS") (0.04) (0.04) (0.05) (0.03) (0.04) (0.04) Reconciliation of Non GAAP Financial Measures Three Months Ended Period/Year Ended (in thousands) March 31, 2026 March 31, 2025 December 31, 2025 March 31, 2026 December 31, 2025 December 31, 2024 Gross profit (GAAP) 1,215 4,557 514 1,215 11,307 1,288 Stock-based compensation 7 161 18 7 339 18 Depreciation and amortization 3 18 3 3 46 18 Gross profit (Non-GAAP) 1,225 4,736 535 1,225 11,692 1,324 Gross margin (GAAP) 18.1% 78.7% 11.3% 18.1% 53.8% 63.1% Stock-based compensation 0.1% 2.8% 0.3% 0.1% 1.6% 0.9% Depreciation and amortization 0.1% 0.3% 0.1% 0.1% 0.3% 0.9% Gross margin (Non-GAAP) 18.3% 81.8% 11.7% 18.3% 55.7% 64.9% Operating expenses (GAAP) 19,084 27,831 18,199 19,084 93,921 110,536 Stock-based compensation (2,109) 3,812 (2,089) (2,109) (10,632) (19,917) Depreciation and amortization (2,675) 2,498 (2,621) (2,675) (10,249) (8,290) Operating expenses (Non-GAAP) 14,300 34,141 13,489 14,300 73,040 82,329 Loss from operations (GAAP) (17,869) (23,274) (17,685) (17,869) (82,614) (109,248) Stock-based compensation 2,116 3,973 2,107 2,116 10,971 19,935 Depreciation and amortization 2,678 2,516 2,624 2,678 10,295 8,308 Loss from operations (Non-GAAP) (13,075) (16,785) (12,954) (13,075) (61,348) (81,005) Net loss (GAAP) (12,098) (12,432) (17,037) (12,098) (73,040) (100,185) Interest income (1,696) (2,670) (2,027) (1,696) (9,338) (15,036) Depreciation and amortization expense 2,678 2,516 2,624 2,678 10,295 8,308 Benefit (provision) from income taxes 414 4 (333) 414 231 188 EBITDA (10,702) (12,582) (16,773) (10,702) (71,852) (106,725) (Gain) loss on change in fair value of Sponsor Earn-Out liabilities (4,208) (7,879) 846 (4,208) (1,677) 5,306 Stock-based compensation 2,116 3,973 2,107 2,116 10,971 19,935 Adjusted EBITDA (12,794) (16,488) (13,820) (12,794) (62,558) (81,484) |
| 10 Letter to Our Shareholders Q1 2026 Interest income 1,696 2,670 2,027 1,696 9,338 15,036 Net loss (Non-GAAP) (11,098) (13,818) (11,793) (11,098) (53,220) (66,448) Weighted-average shares outstanding 332,840,425 329,334,434 331,241,345 332,840,425 330,917,166 321,824,143 EPS GAAP (0.04) (0.04) (0.05) (0.04) (0.22) (0.31) EPS Non-GAAP (0.03) (0.04) (0.04) (0.03) (0.16) (0.21) Basic and Diluted EPS (GAAP) (0.04) (0.04) (0.05) (0.04) (0.22) (0.31) Loss (gain) on change in fair value of Sponsor Earn-Out liabilities (0.01) (0.02) - (0.01) (0.01) 0.02 Stock-based compensation 0.01 0.01 0.01 0.01 0.03 0.06 Depreciation and amortization expense 0.01 0.01 0.01 0.01 0.03 0.02 Benefit (provision) from income taxes - - (0.01) - 0.01 - Basic and Diluted EPS (Non-GAAP) (0.03) (0.04) (0.04) (0.03) (0.16) (0.21) |
| 11 Letter to Our Shareholders Q1 2026 Forward-Looking Statements This letter contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “will,” “goal,” “prioritize,” “plan,” “target,” “expect,” “focus,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” “project” and “pursue” or the negative of these terms or similar expressions. These statements are based on the beliefs and assumptions of the management of the Company. You should not place undue reliance on these forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to, among other things, risks relating to the Company’s ESS business and the ability of our products to meet customer needs, the risk that the market for the Molecular Universe platform is still emerging, and may not achieve the customer interest or growth potential that SES AI expects; risks relating to the uncertainty of achieving and maintaining profitability; risks relating to the uncertainty of meeting future capital requirements; risks relating to the integration of Shenzhen UZ Energy Co., Ltd. into the business of SES; the market for drones, robotics and air mobility, and for use of SES technology in such applications, is still emerging and may not achieve the growth potential we expect; potential supply chain difficulties; the ability to obtain raw materials, components or equipment through new or existing supply relationships; our use of artificial intelligence and machine learning may result in legal and regulatory risk; risks resulting from SES’s strategic alliances and investments; product liability and other potential litigation, regulation and legal compliance; SES’s ability to attract, train and retain highly skilled employees and key personnel; developments in alternative technology or other fossil fuel alternatives; risks related to SES’s intellectual property; business, regulatory, political, operational, financial and economic risks related to SES’s business operations outside the United States; SES’s failure to satisfy certain NYSE listing requirements may result in its Class A common stock being delisted from the NYSE, which could eliminate or adversely affect the trading market for SES Class A common stock; the volatility of SES’s common stock and value of SES’s public warrants; SES has, in the past, identified material weaknesses in its internal control over financial reporting and may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, and other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents that we have filed, or that we will file, with the SEC. Any forward-looking statements made by us in this press release speak only as of the date on which they are made and subsequent events may cause these expectations to change. We disclaim any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, except as required by law. |
| 12 Letter to Our Shareholders Q1 2026 Non-GAAP Financial Measures This letter includes the use of non-GAAP financial measures, which are intended to provide supplemental information regarding our performance. These non-GAAP measures include Gross profit (Non-GAAP), Gross margin (Non-GAAP), Operating expenses (Non-GAAP), Loss from operations (Non-GAAP), EBITDA, adjusted EBITDA, Net loss (Non-GAAP) attributable to SES shareholders, and Earnings per share (Non-GAAP). We use these non-GAAP measures to supplement our financial reporting and to evaluate ongoing operations and results, facilitate internal planning and forecasting, and assess performance against prior periods, industry peers, and the broader market. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles (GAAP) and should not be considered as an alternative to GAAP results. Industry peers and other companies may calculate similar non-GAAP measures differently. Non-GAAP financial measures have limitations, including that they exclude the impact of certain items that are included in the most directly comparable measure calculated and presented in accordance with GAAP, which adjustments reflect the exercise of judgment by management. We believe that these non-GAAP measures, when considered together with the GAAP results, provide investors with an additional understanding of our operating performance. Reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the supplemental non-GAAP information section at the end of this press release. As presented in the “Reconciliation of Non-GAAP Financial Measures” tables below, each of the non-GAAP financial measures excludes the impact of one or more of the following items for purposes of calculating non-GAAP financial measures to facilitate an evaluation of SES’s current operating performance and a comparison to its past operating performance: Stock-based compensation expense. SES excludes the impact of stock-based compensation expense from its non-GAAP measures primarily because they are non-cash in nature. Moreover, the impact of this expense is significantly affected by SES’s stock price at the time of an award, which can be volatile and over which management has limited to no control. Depreciation and amortization. This item represents depreciation and amortization of purchased long-lived assets and acquired intangible assets, which are both non-cash expenses. Acquisition related amortization of acquired intangible assets are not reflective of SES’s ongoing financial performance. Interest income. This item consists primarily of interest income on short term debt securities that primarily includes accretion income from the debt securities as they progress towards their maturity date. Benefit (provision) from income taxes. This item represents the amount adjusted to SES’s GAAP tax provision or benefit to exclude the impact of the income tax effects of GAAP adjustments that are not reflective of SES’s ongoing financial performance. (Loss) gain on change in fair value of Sponsor Earn-Out Liability. This item represents the amount adjusted to SES’s GAAP fair value liability for Sponsor Earn-Out shares, which is a non-cash adjustment that is more tied to the change in stock price rather than management’s operational performance. Definitions Gross profit (Non-GAAP), Gross margin (Non-GAAP), Operating expenses (Non-GAAP), and Loss from operations (Non-GAAP) represent, in each case, the corresponding GAAP financial measure adjusted to exclude the impact of stock-based compensation expense and depreciation and amortization. EBITDA represents net loss attributable to SES shareholders adjusted to exclude the impact of interest income, taxes, depreciation and amortization. |
| 13 Letter to Our Shareholders Q1 2026 Adjusted EBITDA represents EBITDA adjusted to exclude the impact of loss (gain) on change in fair value of Sponsor Earn-Out liability and stock-based compensation. Net loss (Non-GAAP) attributable to SES shareholders represents Adjusted EBITDA adjusted further to reinclude the impact of interest income. Earnings per share (Non-GAAP) represents earnings (loss) per share adjusted to exclude the impact of taxes, depreciation and amortization, loss (gain) on change in fair value of Sponsor Earn-Out liability and stock-based compensation. |
Exhibit 99.2
| Beyond Li-ion™ |
SES AI Reports First Quarter 2026 Financial Results
Reports above consensus first quarter revenue of $6.7 million
Signed multiyear ESS distribution agreement with ATG EPower
Improved first quarter gross margin to 18.1% from 11.3% in fourth quarter 2025
Maintained strong liquidity position with approximately $178 million
Affirms full year 2026 revenue guidance of $30 million to $35 million
Highlights
| ● | Reported $6.7 million in the first quarter 2026 revenue, a 47% increase over $4.6 million in the fourth quarter of 2025 |
| ● | GAAP net loss in the first quarter 2026 of $12.1 million, or $0.04 loss per share, compared to a GAAP net loss of $17.0 million, or $0.05 loss per share in the fourth quarter 2025 |
| ● | Non-GAAP net loss in the first quarter 2026 of $11.1 million, or $0.03 loss per share, compared to a non-GAAP loss of $11.8 million, or $0.04 loss per share in the fourth quarter 2025 |
| ● | Gross margin improved to 18.1% in the first quarter 2026, from 11.3% in the fourth quarter 2025 |
| ● | Entered into a $20 million multiyear distribution agreement with ATG EPower, a leading North American distributor of renewable energy and energy storage solutions |
| ● | Completed the conversion of the manufacturing line at the Chungju, South Korea facility from EV pouch cells to drone-format pouch cells, quickly ramping up to an annual production capacity of one million cells a year |
| ● | Approximately six customers have progressed through second-phase testing of materials discovered through the Molecular Universe platform |
| ● | Introduced Molecular Universe 2.5 – the fifth iteration since the 2024 launch |
| ● | Secured a multiyear commitment from a major global battery manufacturer for MU’s Search in a Box product |
| ● | Affirmed previously issued full year 2026 revenue guidance in a range of $30 million to $35 million |
Woburn, MA (April 23, 2026) - SES AI Corporation (“SES AI”) (NYSE: SES), a global leader in the development and manufacturing of AI-enhanced high-performance Li-Metal and Li-ion batteries, today announced its business results for the first quarter ended March 31, 2026 and affirmed its previously issued financial guidance for the year ending December 31, 2026.
© 2026 SES AI Corp.
The Company posted a Letter to Our Shareholders on its Investor Relations website, which provides a business update, details on its first quarter 2026 results, and its guidance for 2026.
Dr. Qichao Hu, Founder and CEO of SES AI, noted, “We continued to build on the positive momentum we created in 2025 with a strong start to 2026, especially from the continued execution in our Energy Storage Systems business through UZ Energy. During the quarter, we entered into a multiyear distribution agreement with ATG E Power to expand our ESS business into the North American market. Our ability to provide both hardware and an intelligent operating system that predicts battery health and reduces maintenance costs is a key differentiator for both our current and prospective customers.
“Our drone cell business continues to grow, as we completed the conversion of our manufacturing line at our Chungju, South Korea facility from EV pouch cells to drone-format pouch cells, with the converted line now ramping up to an annual capacity of approximately 1,000,000 drone cells. During the quarter, we have seen strong customer interest and began shipping sample cells to prospective defense and commercial drone customers for evaluation and qualification testing,” Dr. Hu added.
“In April, we introduced the fifth iteration of the Molecular Universe, version 2.5, which delivers upgraded capabilities across our five AI-powered workflows, and signed a major global battery manufacturer to a multiyear contract for our Search in a Box product,” stated Dr. Hu. “During the quarter, we made progress on our plan to grow revenue across our three business units, expand margins, and reduce costs, while we continue to develop our commercial pipeline to deliver on our full-year outlook.”
The Company will hold a conference call later today at 5:00 p.m. Eastern Time.
A webcast of the live conference call will be available through SES’s Investor Relations website, https://investors.ses.ai. The following link can be used to register in advance for the call: https://events.q4inc.com/attendee/998500960.
The conference call can also be accessed live over the phone by dialing the following numbers:
United States (Toll Free): 800-715-9871
International: +1 646-307-1963
Access Code: 2990899
A webcast replay will be available shortly after the call at:
https://investors.ses.ai/events-and-presentations/events/default.aspx
© 2026 SES AI Corp.
About SES AI:
SES AI Corp. (NYSE: SES) is powering the future of global electric transportation on land and in the air with the world’s most advanced Li-Metal batteries. SES AI is the first battery company in the world to accelerate its pace of innovation by utilizing superintelligent AI across the spectrum of its business, from research and development; materials sourcing; cell design; engineering and manufacturing; to battery health and safety monitoring. Founded in 2012, SES AI is an Li-Metal battery developer and manufacturer headquartered in Boston and with operations in Singapore, Shanghai, and Seoul. Learn more at SES.AI.
SES AI may use its website as a distribution channel of material company information. Financial and other important information regarding SES AI is routinely posted on and accessible through the Company’s website at www.ses.ai. Accordingly, investors should monitor this channel, in addition to following SES AI’s press releases, Securities and Exchange Commission filings and public conference calls and webcasts.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “will,” “goal,” “prioritize,” “plan,” “target,” “expect,” “focus,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” “project” and “pursue” or the negative of these terms or similar expressions. These statements are based on the beliefs and assumptions of the management of the Company. You should not place undue reliance on these forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to, among other things, risks relating to the Company’s ESS business and the ability of our products to meet customer needs, the risk that the market for the Molecular Universe platform is still emerging, and may not achieve the customer interest or growth potential that SES AI expects; risks relating to the uncertainty of achieving and maintaining profitability; risks relating to the uncertainty of meeting future capital requirements; risks relating to the integration of Shenzhen
© 2026 SES AI Corp.
UZ Energy Co., Ltd. into the business of SES; the market for drones, robotics and air mobility, and for use of SES technology in such applications, is still emerging and may not achieve the growth potential we expect; potential supply chain difficulties; the ability to obtain raw materials, components or equipment through new or existing supply relationships; our use of artificial intelligence and machine learning may result in legal and regulatory risk; risks resulting from SES’s strategic alliances and investments; product liability and other potential litigation, regulation and legal compliance; SES’s ability to attract, train and retain highly skilled employees and key personnel; risks related to SES’s intellectual property; business, regulatory, political, operational, financial and economic risks related to SES’s business operations outside the United States; SES’s failure to satisfy certain NYSE listing requirements may result in its Class A common stock being delisted from the NYSE, which could eliminate or adversely affect the trading market for SES Class A common stock; the volatility of SES’s common stock and value of SES’s public warrants; SES has, in the past, identified material weaknesses in its internal control over financial reporting and may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls and other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents that we have filed, or that we will file, with the SEC. Any forward-looking statements made by us in this press release speak only as of the date on which they are made, and subsequent events may cause these expectations to change. We disclaim any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, except as required by law.
Contacts
For the media: pr@ses.ai
For investors: ir@ses.ai
© 2026 SES AI Corp.
Exhibit 99.3
SES AI Announces Chief Financial Officer Transition
Ray Liu, CFA, CPA, appointed Chief Financial Officer effective April 27, 2026
Jing Nealis to step down after completing Q1 2026 10-Q filing and earnings call
WOBURN, MA – (BUSINESS WIRE) – April 23, 2026 – SES AI Corporation (“SES AI,” the “Company,” “we” or “us”) (NYSE: SES), a global leader in the development and manufacturing of AI-enhanced high-performance Li-Metal and Li-ion batteries, today announced that Jing Nealis has decided to step down from her role as Chief Financial Officer, effective April 27, 2026. Yi (Ray) Liu, CFA, CPA, has been appointed to succeed Ms. Nealis as Chief Financial Officer, also effective April 27, 2026.
Ms. Nealis joined SES AI in 2021 and has served as CFO through a period of significant transformation for the Company, including raising Series D and D+, taking SES public, the acquisition of UZ Energy and the establishment of three revenue-generating business units. She will complete the Company’s first quarter 2026 Form 10-Q filing and participate in the Q1 2026 earnings call before her departure. Ms. Nealis has agreed to remain available to the Company to support an orderly transition.
Mr. Liu brings more than 20 years of finance leadership across FP&A, strategic finance, risk management and financial reporting in global, regulated, and public company environments. Most recently, he served as North America Chief Risk and Control Officer at Adyen, a global financial technology company. At Adyen, he led the design and implementation of enterprise risk and control framework for its U.S. Federal Foreign Branch and strengthened operational and financial controls, as well as supervisory and audit examination readiness. Prior to Adyen, Mr. Liu spent over a decade at MetLife Investment Management in roles of increasing responsibility, including Director of Risk Management and Chief of Staff and Head of Finance for the firm’s international investment operations, where he led a team supporting budgeting, forecasting, and performance analytics across Asia-Pacific, Latin America, and Europe. Earlier in his career, Mr. Liu served as Director of Internal Audit at MetLife, Senior Auditor at Emerson Electric Co., and Senior Associate at PwC in Shanghai.
Mr. Liu holds an MBA in Finance and Investments from the University of Notre Dame’s Mendoza College of Business and a B.S. in Accountancy from the Shanghai University of Finance and Economics. He is a CFA Charterholder and a Certified Public Accountant licensed in New Jersey.
Dr. Qichao Hu, Founder and CEO of SES AI, said, “On behalf of the entire SES AI team, I want to thank Jing for her contributions to the Company during a pivotal period. She played an important role in our financial operations as we transitioned from a development-stage company to one with three distinct, revenue-generating business units. We respect her decision to pursue a new opportunity and wish her well.”
“We are pleased to welcome Ray to SES AI,” continued Dr. Hu. “His experience in public company financial reporting, internal controls, and risk management, combined with his track record of building scalable finance infrastructure, makes him well-suited to support SES AI as we continue to grow our business. Ray will play a key role in strengthening our finance and business intelligence operations as we execute on our 2026 plan.”
About SES AI
SES AI Corp. (NYSE: SES) is powering the future of global electric transportation on land and in the air with the world’s most advanced Li-Metal batteries. SES AI is the first battery company in the world to accelerate its pace of innovation by utilizing superintelligent AI across the spectrum of its business, from research and development; materials sourcing; cell design; engineering and manufacturing; to battery health and safety monitoring. Founded in 2012, SES AI is an Li-Metal battery developer and manufacturer headquartered in Boston and with operations in Singapore, Shanghai, and Seoul. Learn more at SES.AI.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “will,” “goal,” “plan,” “target,” “expect,” “focus,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” “project” and “pursue” or the negative of these terms or similar expressions. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. Some factors that could cause actual results to differ include, but are not limited to, those described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently
filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Any forward-looking statements made by us in this press release speak only as of the date on which they are made. We disclaim any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, except as required by law.
SES AI may use its website as a distribution channel of material company information. Financial and other important information regarding SES AI is routinely posted on and accessible through the Company’s website at www.ses.ai. Accordingly, investors should monitor this channel, in addition to following SES AI’s press releases, Securities and Exchange Commission filings and public conference calls and webcasts.
###
Contacts:
For the media: pr@ses.ai
For investors: ir@ses.ai