SES (SES) Form 4: Andrew J. Boyd awarded 296,296 RSUs under 2021 plan

Rhea-AI Filing Summary

SES AI Corporation director Andrew J. Boyd received a grant of 296,296 restricted stock units (RSUs) on 09/08/2025 under the Issuer's 2021 Incentive Award Plan. Each RSU represents one share of Class A common stock deliverable upon vesting. The RSUs vest in full on the first anniversary of the grant date, subject to the reporting persons continued service, and are subject to forfeiture until they vest. Following the grant, the reporting person beneficially owns 296,296 shares underlying the RSUs. The Form 4 was signed on 09/10/2025 by an attorney-in-fact.

Positive

• Retention incentive granted to a director aligning long‑term interests with shareholders through time‑based RSUs
• Clear vesting schedule: RSUs vest in full on the one‑year anniversary, providing transparency on timing

Negative

• Potential future dilution of 296,296 Class A shares upon vesting and delivery
• RSUs subject to forfeiture until vesting, indicating they are not immediately liquid or tradable

Insights

Corporate Governance Expert

TL;DR: A director received a time‑based RSU award of 296,296 shares that vests after one year, reflecting standard equity compensation for executives/directors.

The grant is a non‑derivative, time‑based restricted stock unit award issued under the companys 2021 Incentive Award Plan. Vesting is tied solely to continued service through the one‑year anniversary, with delivery of an equal number of Class A shares at vesting and forfeiture risk prior to that date. From a governance perspective, this is a routine equity‑based retention incentive and does not indicate immediate share dilution until delivery occurs upon vesting.

Securities Analyst

TL;DR: The transaction documents an insider award but contains no cash exercise or derivative activity; near‑term market impact is limited.

The Form 4 reports an award (not a purchase or sale) with a $0 reported price, consistent with RSUs. No options, exercises, or dispositions are disclosed. The beneficial ownership shown equals the number of RSUs granted (296,296), which remain subject to forfeiture and therefore are not immediately tradable shares. This disclosure notifies investors of potential future share issuance pending vesting but provides no information on timing beyond the one‑year vesting schedule.

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^*

Boyd Andrew J

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		A		296,296(1)	A	$0	296,296(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 of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), underlying restricted stock units ("RSUs") granted to the reporting person on September 8, 2025 (the "Grant Date") pursuant to the Issuer's 2021 Incentive Award Plan. The RSUs will vest in full, and an equal number of shares of Class A Common Stock will be deliverable to the reporting person, on the first anniversary of the Grant Date, subject to continued service through such vesting date.

2. Includes 296,296 shares of Class A Common Stock underlying RSUs, which are subject to forfeiture until they vest.

	/s/ Kyle Pilkington, Attorney-in-Fact	09/10/2025
	** 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

Who filed the Form 4 for SES (SES)?

The Form 4 reports transactions by Andrew J. Boyd, a director of SES AI Corporation, filed via attorney‑in‑fact.

What security was granted on 09/08/2025?

The reporting person was granted 296,296 restricted stock units (RSUs) of Class A common stock.

When do the RSUs vest and when will shares be deliverable?

The RSUs vest in full on the first anniversary of the grant date (09/08/2026), at which time an equal number of Class A shares will be deliverable, subject to continued service.

Are the granted RSUs immediately tradable?

No. The RSUs are subject to forfeiture until they vest and therefore are not immediately tradable.

Was there any cash paid for the RSUs?

No. The Form 4 reports a $0 price for the RSU grant, consistent with typical equity awards.