SES AI CSO has shares withheld for RSU taxes

SES AI Corp’s chief science officer Gan Hong reported a routine tax-withholding transaction tied to vested stock awards.

Accepted by SEC EDGAR 02/10/2026 - 05:45 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

SES AI Corp’s chief science officer Gan Hong reported a routine tax-withholding transaction tied to vested stock awards. On 02/09/2026, 63,290 shares of Class A Common Stock were withheld at $1.99 per share to cover withholding taxes on restricted stock units and were not sold on the market.

After this transaction, Gan Hong beneficially owned 1,138,396 Class A shares, including 710,981 shares underlying restricted stock units that remain subject to forfeiture until they vest.

Insider Trade Summary

Exercise Price or Tax Liability: 63,290 shares

Exercise Price or Tax Liability 1 txn

Insider Gan Hong

Role CHIEF SCIENCE OFFICER

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	63,290	$1.99	$126K

Holdings After Transaction: Class A Common Stock — 1,138,396 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld to cover the Reporting Person's withholding tax obligations in connection with the vesting of restricted stock units ("RSUs"). These shares were not sold by the Reporting Person.
2. F2. Includes 710,981 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did SES (SES AI Corp) report for Gan Hong?

SES AI Corp reported that chief science officer Gan Hong had 63,290 Class A shares withheld at $1.99 per share on February 9, 2026, to cover tax obligations from vesting restricted stock units, rather than executing an open-market sale of shares.

Were SES AI Corp shares actually sold in Gan Hong’s February 2026 Form 4?

No, the Form 4 states the 63,290 SES AI Corp Class A shares were withheld to satisfy withholding tax obligations from RSU vesting. The footnote clearly explains these shares were not sold by Gan Hong in the open market or as a discretionary sale.

How many SES AI Corp shares does Gan Hong own after this Form 4?

After the reported transaction, Gan Hong beneficially owned 1,138,396 SES AI Corp Class A shares. This figure includes 710,981 shares underlying restricted stock units that are still subject to forfeiture until they vest under the company’s equity award terms.

What does transaction code F mean in the SES Form 4 for Gan Hong?

Transaction code F indicates shares withheld to cover tax obligations on equity awards. In this SES AI Corp filing, 63,290 Class A shares were withheld for RSU-related taxes, as explained in the footnote, and therefore do not represent a discretionary market sale by Gan Hong.

How many SES AI Corp RSU shares are included in Gan Hong’s ownership?

The filing notes that 710,981 SES AI Corp Class A shares are underlying restricted stock units included in Gan Hong’s beneficial ownership. These RSUs remain subject to forfeiture until they vest, meaning Gan Hong’s rights to them are still contingent on vesting conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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).

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)
02/09/2026

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	02/09/2026		F(1)		63,290	D	$1.99	1,138,396(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

Explanation of Responses:

1. Represents shares withheld to cover the Reporting Person's withholding tax obligations in connection with the vesting of restricted stock units ("RSUs"). These shares were not sold by the Reporting Person.

2. Includes 710,981 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.

	/s/ Kyle Pilkington, Attorney-in-Fact	02/10/2026
	** 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.
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