SES AI Executive Maintains Strong Position Despite Required Tax-Related Share Transfer

Rhea-AI Filing Summary

SES AI Corporation's Chief Financial Officer Jing Nealis reported a Form 4 filing on June 28, 2025, disclosing transactions from June 16, 2025. The key details include:

• A withholding transaction (Code F) of 15,691 shares of Class A Common Stock at $0.9586 per share to cover tax obligations from a vesting restricted share award
• Following the transaction, Nealis beneficially owns 2,647,669 shares directly, which includes:
  • 61,800 unvested shares from a restricted share award granted August 16, 2021 (vesting over 4 years)
  • 1,426,800 shares underlying restricted stock units subject to forfeiture

This transaction represents a standard tax withholding event rather than an open market sale, with shares automatically withheld for tax purposes upon vesting of equity awards.

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)
06/16/2025

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	06/16/2025		F(1)		15,691	D	$0.9586	2,647,669(2)(3)	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 a restricted share award. These shares were not sold by the Reporting Person.

2. Includes 61,800 unvested shares of Class A Common Stock under a restricted share award granted on August 16, 2021. The restricted share award vested 25% on the first anniversary of the grant date and will vest in equal monthly installments over the following 36 months, subject to the reporting person's continued service on each vesting date.

3. Includes 1,426,800 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.

	/s/ Kyle Pilkington, Attorney-in-Fact	06/18/2025
	** 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.
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FAQ

How many shares did SES CFO Jing Nealis forfeit for tax withholding on June 16, 2025?

SES CFO Jing Nealis had 15,691 shares of Class A Common Stock withheld at a price of $0.9586 per share to cover tax withholding obligations related to the vesting of a restricted share award. These shares were not actively sold by the CFO.

What is the total amount of SES shares beneficially owned by CFO Jing Nealis after the June 2025 transaction?

Following the reported transaction, CFO Jing Nealis beneficially owned 2,647,669 shares of SES Class A Common Stock directly. This includes 61,800 unvested restricted shares and 1,426,800 shares underlying restricted stock units subject to vesting conditions.

What is the vesting schedule for SES CFO's August 2021 restricted share award?

The restricted share award granted on August 16, 2021, vested 25% on the first anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the following 36 months, subject to continued service requirements.

How many unvested restricted stock units does SES's CFO currently hold?

According to the Form 4 filing, SES CFO Jing Nealis holds 1,426,800 shares of Class A Common Stock underlying restricted stock units that are subject to forfeiture until they vest.