SES AI (SES) CEO Hu Qichao has 267,934 shares withheld for RSU taxes

Rhea-AI Filing Summary

SES AI Corp CEO Hu Qichao reported a tax‑withholding share transaction related to equity compensation. On 02/09/2026, 267,934 shares of Class A Common Stock were withheld at $1.99 per share to satisfy withholding taxes upon vesting of restricted stock units. These shares were not sold on the market. After this withholding, Hu Qichao beneficially owned 4,388,931 Class A shares, including 2,972,177 shares underlying unvested 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^*

Hu Qichao

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & CHAIRMAN

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)		267,934	D	$1.99	4,388,931(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 2,972,177 shares of Class A Common Stock underlying RSUs, which are subject to forfeiture until they vest.

	/s/ Kyle Pilkington, Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SES (SES) report for CEO Hu Qichao?

SES AI Corp reported that CEO Hu Qichao had 267,934 Class A shares withheld at $1.99 per share. The withholding covered tax obligations tied to vesting restricted stock units, and the shares were not sold into the market according to the disclosure.

Were SES (SES) shares sold by CEO Hu Qichao in this Form 4 filing?

No, the filing states the 267,934 shares were withheld to cover tax obligations on restricted stock unit vesting. The footnote clarifies these shares were not sold by Hu Qichao, distinguishing tax withholding from an open‑market sale or discretionary disposition.

How many SES (SES) shares does Hu Qichao beneficially own after this transaction?

After the 267,934-share tax withholding, Hu Qichao beneficially owns 4,388,931 Class A shares. This total includes both currently held shares and restricted stock units that have not fully vested and remain subject to forfeiture under their award terms.

What role do restricted stock units play in SES (SES) CEO Hu Qichao’s holdings?

The filing notes that 2,972,177 of Hu Qichao’s beneficially owned Class A shares are underlying RSUs. These restricted stock units are subject to forfeiture until they vest, meaning continued service or other conditions must be met before they become fully owned shares.

What does transaction code "F" mean in the SES (SES) Form 4 for Hu Qichao?

Transaction code "F" indicates a tax-related transfer, specifically shares withheld to satisfy tax withholding on equity awards. In this SES AI Corp filing, 267,934 shares were withheld for taxes upon RSU vesting, rather than being sold on the open market by the reporting person.

Is Hu Qichao considered a major insider at SES (SES) based on this filing?

Yes, the Form 4 identifies Hu Qichao as a director, CEO & Chairman, and a 10% owner of SES AI Corp. This combination of roles and ownership level classifies him as a key insider with significant influence and substantial beneficial share holdings.