SES AI CTO has 35K shares withheld for tax

SES AI Corp’s chief technology officer had shares withheld to satisfy RSU tax obligations, with substantial equity holdings remaining after the transaction.

Rhea-AI Filing Summary

SES AI Corp executive Kang Xu, Chief Technology Officer, reported a Form 4 transaction involving 35,198 shares of Class A Common Stock on September 1, 2026. These shares were withheld to cover tax obligations upon vesting of restricted stock units and were not sold. After this withholding, Xu directly holds 766,437 shares, including 458,528 shares underlying unvested restricted stock units that remain subject to forfeiture until they vest.

Insider Trade Summary

Tax Withholding: 35,198 shares

Tax Withholding 1 txn

Insider Xu Kang

Role CHIEF TECHNOLOGY OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	35,198	$0.523	$18K

Holdings After Transaction: Class A Common Stock — 766,437 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 458,528 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.

Key Figures

Shares withheld for tax: 35,198 shares Withholding reference price: $0.523 per share Shares held after transaction: 766,437 shares +2 more

5 metrics

Shares withheld for tax 35,198 shares Shares of Class A Common Stock withheld on September 1, 2026 to cover withholding tax on RSU vesting

Withholding reference price $0.523 per share Value reported for the 35,198 shares withheld for tax obligations

Shares held after transaction 766,437 shares Direct holdings of Class A Common Stock by Kang Xu following the September 1, 2026 transaction

Unvested RSU underlying shares 458,528 shares Class A Common Stock underlying restricted stock units held by Kang Xu, subject to forfeiture until vesting

Exercise price or tax-liability shares count 35,198 shares Total shares in transactions characterized as payment of tax liability by delivering or withholding securities in this filing

Key Terms

restricted stock units, withholding tax obligations, subject to forfeiture, Class A Common Stock

4 terms

restricted stock units financial

"withholding tax obligations in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding tax obligations financial

"shares withheld to cover the Reporting Person's withholding tax obligations"

subject to forfeiture financial

"underlying restricted stock units, which are subject to forfeiture until they vest"

Class A Common Stock financial

"Includes 458,528 shares of Class A Common Stock underlying restricted stock units"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

What insider transaction did SES (SES AI Corp) report for Kang Xu on September 1, 2026?

SES AI Corp reported that Chief Technology Officer Kang Xu had 35,198 shares of Class A Common Stock withheld on September 1, 2026 to cover withholding tax obligations related to vesting restricted stock units; the shares were not sold.

Did the SES CTO actually sell shares in this Form 4 transaction?

No. The filing states the 35,198 shares "were not sold" but were withheld to cover Kang Xu’s tax obligations in connection with vesting restricted stock units. This is characterized as payment of tax liability by delivering or withholding securities.

How many SES shares does Kang Xu hold after the reported transaction?

After the September 1, 2026 transaction, Kang Xu directly holds 766,437 shares of SES AI Corp Class A Common Stock, according to the Form 4’s post-transaction holdings figure.

How many SES shares underlying RSUs does Kang Xu still have unvested?

The filing notes that Xu’s holdings include 458,528 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.

Was the SES insider tax-withholding transaction under a Rule 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the September 1, 2026 tax-withholding transaction was made pursuant to a Rule 10b5-1 trading plan.

What price per SES share is associated with Kang Xu’s tax-withholding transaction?

The Form 4 reports a value of $0.523 per share for the 35,198 shares withheld to satisfy Kang Xu’s tax liability on September 1, 2026.

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

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Available on EDGAR 09/03/2026 - 05:32 PM Accepted by SEC EDGAR 09/03/2026 - 05:30 PM Learn about SEC filing dates

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^*

Xu Kang

(Last) (First) (Middle)

C/O SES AI CORPORATION

35 CABOT RD

(Street)

WOBURN MASSACHUSETTS 01801

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/01/2026		F(1)		35,198	D	$0.523	766,437(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 458,528 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.

	/s/ Kyle Pilkington, Attorney-in-Fact	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)