SES Form 4: 15,691 Shares Withheld; 1.43M RSUs Still Unvested for CFO

Rhea-AI Filing Summary

Nealis Jing, Chief Financial Officer of SES AI Corporation (SES), reported a transaction on 08/18/2025. The filing shows 15,691 Class A shares were withheld to satisfy withholding tax on the vesting of a restricted share award; those shares were not sold. After the withholding, the reporting person beneficially owns 2,616,287 Class A shares. The filing also discloses that 1,426,800 of those shares are underlying restricted stock units that remain subject to forfeiture until they vest.

Positive

• No open-market sale was reported; shares were withheld solely to satisfy tax withholding obligations, preserving insider ownership alignment with shareholders.
• Substantial beneficial ownership retained: the reporting person continues to hold 2,616,287 Class A shares after the withholding.

Negative

• Large portion subject to forfeiture: 1,426,800 shares underlying restricted stock units remain unvested and contingent, reducing immediately exercisable insider stake.

Insights

Corporate Governance Expert

TL;DR: Routine insider withholding for tax on vested restricted shares; no secondary-market sale, ownership largely retained but some shares remain unvested.

The Form 4 documents a common post-vesting mechanics action: shares were withheld to cover tax obligations rather than sold on the open market, which preserves the reporting person's economic and governance alignment with holders. The disclosed beneficial ownership of 2,616,287 Class A shares signals continued insider exposure, but the presence of 1,426,800 shares underlying restricted stock units indicates a material portion remains contingent on future vesting conditions. For governance, this maintains incentive alignment while keeping potential dilution/vesting schedules relevant to future insider voting and ownership calculations.

Securities Analyst

TL;DR: Transaction is non-cash tax-withholding after vesting; limited market impact and no immediate change in liquid float from a sale.

The entry code and explanation clarify this was a withholding to satisfy tax liabilities on vested awards, not a disposition for liquidity. Because shares were not sold, there is no immediate market supply impact. The sizable count of 1,426,800 RSU-linked shares remains subject to forfeiture, which is important when modelling fully vested insider ownership versus currently free float. Overall, this is a routine insider administrative event with neutral near-term implications.

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

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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)
08/18/2025

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	08/18/2025		F(1)		15,691	D	$1.08	2,616,287(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 a restricted share award. These shares were not sold by the Reporting Person.

2. 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	08/18/2025
	** 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.
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.

FAQ

What did SES insider Nealis Jing report on Form 4 for 08/18/2025?

The Form 4 reports that 15,691 Class A shares were withheld to cover withholding taxes related to the vesting of a restricted share award; these shares were not sold.

How many Class A shares does Nealis Jing beneficially own after the transaction?

After the withholding, the filing shows 2,616,287 Class A shares beneficially owned.

Are any of Nealis Jing's shares unvested or subject to forfeiture?

Yes. The filing discloses 1,426,800 shares underlying restricted stock units that are subject to forfeiture until they vest.

Was the transaction a market sale or purchase?

No. The filing indicates the shares were withheld to meet tax obligations from vesting; the reporting person did not sell the shares on the open market.

What is the reporting person’s role at SES and address listed on the Form 4?

The reporting person is listed as Chief Financial Officer, and the address on the form is 35 Cabot Road, Woburn, MA 01801.