SES AI Corp (NYSE: SES) CTO reports 35,063-share tax withholding

Rhea-AI Filing Summary

SES AI Corp’s chief technology officer, Xu Kang, reported a routine tax-related share withholding. On February 6, 2026, 35,063 shares of Class A common stock at $1.88 per share were withheld to cover taxes due on vesting restricted stock units and were not sold on the market.

After this transaction, Xu Kang beneficially owned 619,989 Class A shares, including 399,988 shares underlying unvested restricted stock units that remain subject to forfeiture until they vest.

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

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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^*

Xu Kang

(Last) (First) (Middle)

C/O SES AI CORPORATION

35 CABOT RD

(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 TECHNOLOGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		F(1)		35,063	D	$1.88	619,989(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 399,988 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.
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FAQ

What did SES (SES AI Corp) CTO Xu Kang report in this Form 4 filing?

SES AI Corp CTO Xu Kang reported a routine tax withholding transaction. 35,063 Class A shares at $1.88 each were withheld to satisfy tax obligations from vesting RSUs and were not sold on the open market.

How many SES AI Corp (SES) shares were withheld for Xu Kang’s taxes?

The filing shows 35,063 Class A common shares were withheld at $1.88 per share. These shares covered Xu Kang’s withholding tax obligations arising from the vesting of restricted stock units and did not represent discretionary market sales.

Did SES CTO Xu Kang sell SES AI Corp shares in this Form 4?

No, the Form 4 states the 35,063 shares were withheld to pay taxes on vesting RSUs. The footnote explicitly clarifies these shares were not sold by Xu Kang but used to satisfy required withholding obligations.

How many SES (SES AI Corp) shares does Xu Kang own after the transaction?

After the reported transaction, Xu Kang beneficially owned 619,989 Class A shares. This figure includes 399,988 shares underlying restricted stock units that are subject to forfeiture until they fully vest under their original award terms.

What do the 399,988 SES AI Corp RSU shares for Xu Kang represent?

The 399,988 shares represent Class A common stock underlying Xu Kang’s restricted stock units. According to the filing, these RSUs are subject to forfeiture and only become fully owned if and when they vest as scheduled.

What is transaction code F in the SES CTO Xu Kang Form 4?

Transaction code F denotes shares withheld to pay taxes upon the vesting of equity awards. Here, SES AI Corp withheld 35,063 shares from Xu Kang’s vesting RSUs to satisfy withholding obligations, rather than him selling shares in the market.