SES AI (SES) legal chief has 56,074 shares withheld for RSU taxes

Rhea-AI Filing Summary

SES AI Corp’s chief legal officer Kyle Pilkington reported an automatic share withholding related to restricted stock units. On 02/09/2026, 56,074 shares of Class A Common Stock were withheld at $1.99 per share to satisfy tax obligations when RSUs vested; these shares were not sold.

After this transaction, Pilkington beneficially owned 805,203 shares of Class A Common Stock, including 568,785 shares underlying RSUs 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^*

Pilkington Kyle

(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 LEGAL 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)		56,074	D	$1.99	805,203(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 568,785 shares of Class A Common Stock underlying RSUs, which are subject to forfeiture until they vest.

	/s/ Kyle Pilkington	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).
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FAQ

What insider transaction did SES (SES) disclose for Kyle Pilkington?

SES AI Corp disclosed that chief legal officer Kyle Pilkington had 56,074 Class A shares withheld on February 9, 2026 to cover withholding tax obligations from vesting RSUs. The filing states these shares were not sold, but surrendered for tax purposes.

At what price were Kyle Pilkington’s SES (SES) shares withheld for taxes?

The shares were withheld at a price of $1.99 per share in connection with RSU vesting. This reflects the value used to calculate the number of shares needed to satisfy the reporting person’s withholding tax obligations on February 9, 2026.

How many SES (SES) shares does Kyle Pilkington own after this Form 4?

Following the reported transaction, Kyle Pilkington beneficially owned 805,203 shares of SES AI Corp Class A Common Stock. This total includes both currently vested shares and shares underlying restricted stock units that may be forfeited if vesting conditions are not met.

How many SES (SES) RSU-based shares are included in Kyle Pilkington’s holdings?

Pilkington’s holdings include 568,785 SES AI Corp Class A shares underlying restricted stock units. These RSU-related shares remain subject to forfeiture until they vest, meaning they are contingent on meeting the vesting requirements specified by the company’s equity program.

Was Kyle Pilkington’s SES (SES) Form 4 transaction an open market sale?

No, the Form 4 explains that the 56,074 SES AI Corp shares represent shares withheld to cover withholding tax obligations from RSU vesting. The footnote explicitly states these shares were not sold by the reporting person in an open market transaction.