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SES AI (NYSE: SES) CSO sells 250K shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

SES AI Corp’s chief science officer, Gan Hong, reported option exercises and share sales in January 2026 under a pre-arranged Rule 10b5-1 trading plan entered into on August 14, 2025.

On January 22 and 23, 2026, he exercised a total of 250,000 stock options with a $0.16 exercise price, receiving the same number of Class A common shares. Over those two days he then sold 250,000 Class A shares in market transactions at weighted-average prices of $2.4959 and $2.5032, respectively.

After these transactions, he directly holds 1,253,286 Class A shares, which include 852,222 shares underlying restricted stock units that may be forfeited if they do not vest. He also continues to hold 929,832 stock options with a $0.16 exercise price that are fully vested and expire on February 9, 2031.

Positive

  • None.

Negative

  • None.
Insider Gan Hong
Role CHIEF SCIENCE OFFICER
Sold 250,000 shs ($625K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 100,000 $0.00 --
Exercise Class A Common Stock 100,000 $0.16 $16K
Sale Class A Common Stock 100,000 $2.5032 $250K
Exercise Stock Option (Right to Buy) 150,000 $0.00 --
Exercise Class A Common Stock 150,000 $0.16 $24K
Sale Class A Common Stock 150,000 $2.4959 $374K
Holdings After Transaction: Stock Option (Right to Buy) — 929,832 shares (Direct); Class A Common Stock — 1,353,286 shares (Direct)
Footnotes (1)
  1. The option exercise and sale of Class A Common Stock of the issuer was executed pursuant to a Rule 10b5-1 plan entered into by the Reporting Person on August 14, 2025. Includes 852,222 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.48 to $2.53, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.48 to $2.56, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. Reflects fully vested options granted on February 10, 2021.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gan Hong

(Last) (First) (Middle)
C/O SES AI CORPORATION
35 CABOT ROAD

(Street)
WOBURN MA 01801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SES AI Corp [ SES ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF SCIENCE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/22/2026 M(1) 150,000 A $0.16 1,403,286(2) D
Class A Common Stock 01/22/2026 S(1) 150,000 D $2.4959(3) 1,253,286(2) D
Class A Common Stock 01/23/2026 M(1) 100,000 A $0.16 1,353,286(2) D
Class A Common Stock 01/23/2026 S(1) 100,000 D $2.5032(4) 1,253,286(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $0.16 01/22/2026 M(1) 150,000 (5) 02/09/2031 Class A Common Stock 150,000 $0 1,029,832 D
Stock Option (Right to Buy) $0.16 01/23/2026 M(1) 100,000 (5) 02/09/2031 Class A Common Stock 100,000 $0 929,832 D
Explanation of Responses:
1. The option exercise and sale of Class A Common Stock of the issuer was executed pursuant to a Rule 10b5-1 plan entered into by the Reporting Person on August 14, 2025.
2. Includes 852,222 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.48 to $2.53, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.48 to $2.56, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
5. Reflects fully vested options granted on February 10, 2021.
/s/ Kyle Pilkington, Attorney-in-Fact 01/23/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did SES (SES) report for Gan Hong in January 2026?

Gan Hong, chief science officer of SES AI Corp, exercised a total of 250,000 stock options at an exercise price of $0.16 per share on January 22 and 23, 2026, and sold 250,000 Class A common shares in open-market transactions at weighted-average prices of $2.4959 and $2.5032, respectively.

Were Gan Hong’s SES (SES) share sales made under a trading plan?

Yes. The filing states that the option exercises and sales of Class A Common Stock were executed pursuant to a Rule 10b5-1 trading plan that Gan Hong entered into on August 14, 2025.

How many SES AI Corp shares does Gan Hong own after these transactions?

Following the reported transactions, Gan Hong directly owns 1,253,286 shares of Class A Common Stock. This figure includes 852,222 shares underlying restricted stock units that remain subject to forfeiture until they vest.

What SES AI stock options does Gan Hong still hold after the January 2026 trades?

After exercising options in January 2026, Gan Hong continues to hold 929,832 stock options (rights to buy) with an exercise price of $0.16 per share. These options are described as fully vested and have an expiration date of February 9, 2031.

At what prices did Gan Hong sell SES (SES) shares on January 22 and 23, 2026?

On January 22, 2026, he sold 150,000 Class A shares at a weighted-average price of $2.4959 per share, with individual trades ranging from $2.48 to $2.53. On January 23, 2026, he sold 100,000 Class A shares at a weighted-average price of $2.5032, with trades ranging from $2.48 to $2.56.

Do Gan Hong’s reported holdings of SES Class A shares include restricted stock units (RSUs)?

Yes. A footnote explains that his reported 1,253,286 Class A shares include 852,222 shares underlying restricted stock units, which are subject to forfeiture until the RSUs vest.

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