SES AI (NYSE: SES) CFO logs RSU tax withholding, holds 2.51M shares

Rhea-AI Filing Summary

SES AI Corp’s chief financial officer, Nealis Jing, reported an automatic share withholding tied to equity compensation. On 02/09/2026, 110,231 shares of Class A Common Stock were withheld at $1.99 per share to cover tax obligations on vesting restricted stock units.

After this transaction, Jing beneficially owned 2,506,056 Class A shares in total, including 1,223,271 shares underlying 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^*

Nealis Jing

(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 FINANCIAL 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)		110,231	D	$1.99	2,506,056(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 1,223,271 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 insider transaction did SES (SES) report for its CFO?

SES AI Corp reported a tax-related share withholding for its CFO. On 02/09/2026, 110,231 Class A shares were withheld at $1.99 per share to satisfy withholding taxes on vesting restricted stock units, not sold in the open market.

Did SES (SES) CFO Nealis Jing sell shares in this Form 4 filing?

The SES CFO did not execute an open-market sale in this filing. The 110,231 Class A shares reported were withheld by the company to cover tax obligations arising from restricted stock unit vesting, as explicitly stated in the footnotes.

How many SES (SES) shares does the CFO beneficially own after this transaction?

After the transaction, SES CFO Nealis Jing beneficially owns 2,506,056 Class A shares. This total includes 1,223,271 shares underlying restricted stock units that are still subject to forfeiture until they fully vest according to their terms.

What does the 1,223,271 restricted stock unit figure mean for SES (SES)?

The 1,223,271 figure represents SES Class A shares underlying unvested RSUs. These units are part of the CFO’s equity awards and are subject to forfeiture until their vesting conditions are met, so they are not yet fully owned free of restrictions.

Why were SES (SES) shares withheld at $1.99 in the CFO’s Form 4?

The $1.99 per-share amount reflects the price used for tax withholding. SES withheld 110,231 Class A shares at $1.99 from the CFO’s vesting restricted stock units to satisfy withholding tax obligations, as described in the filing’s explanatory footnote.