SES Insider Activity — CLO Retains 861,277 Shares, 681,778 RSUs

Rhea-AI Filing Summary

Kyle Pilkington, Chief Legal Officer of SES AI Corporation (SES), reported a change in beneficial ownership tied to the vesting of restricted stock units (RSUs). On 08/08/2025 the Form 4 shows 5,452 shares were withheld to satisfy withholding tax obligations arising from RSU vesting; the form explicitly states these shares were not sold.

After this withholding, the report lists 861,277 shares of Class A common stock beneficially owned by Pilkington, which include 681,778 shares underlying RSUs that remain subject to forfeiture until they vest. Ownership is reported as direct. The form records a price of $1.13 associated with the reported transaction and uses transaction code F indicating tax withholding.

Positive

• Significant retained stake: Reporting person beneficially owns 861,277 shares, indicating continued alignment with shareholder interests.
• Shares withheld, not sold: The 5,452 shares were withheld to cover taxes on RSU vesting and the form explicitly states these shares were not sold.

Negative

• Large unvested portion: 681,778 shares underlying RSUs are still subject to forfeiture and are not currently fully vested.
• Limited immediate economic rights: Because a majority of the reported stake is unvested, the effective, fully vested ownership is materially lower than the total beneficial ownership figure.

Insights

Securities Analyst

Routine RSU tax-withholding; maintains direct ownership but many shares remain unvested.

The Form 4 indicates a standard post-vesting administrative step rather than an active sale: 5,452 shares were withheld to cover taxes rather than being sold on-market, preserving the reporting person’s stake. Beneficial ownership of 861,277 shares is substantial in absolute terms, but the disclosure that 681,778 shares are unvested RSUs materially limits the immediate economic rights attached to a large portion of that holding. Transaction code F appropriately describes tax withholding; no derivative transactions are reported.

Corporate Governance Expert

Insider retained long-term exposure via RSUs; withholding is administrative, not a disposition signal.

The filing reflects executive compensation mechanics: shares withheld to satisfy withholding tax on RSU vesting are routine and explicitly "not sold," which preserves alignment with shareholders. However, 681,778 underlying RSUs remain subject to forfeiture, indicating that a majority of the reported stake lacks full vesting rights today. For governance assessment, this highlights continued incentive alignment but also limited immediate liquidity or voting availability for much of the position.

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^*

Pilkington Kyle

(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 LEGAL OFFICER

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

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	08/08/2025		F(1)		5,452	D	$1.13	861,277(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 681,778 shares of Class A Common Stock underlying RSUs, which are subject to forfeiture until they vest.

	/s/ Kyle Pilkington	08/11/2025
	** 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 the SES (SES) Form 4 filed by Kyle Pilkington report?

The Form 4 reports that 5,452 shares were withheld to cover withholding taxes on RSU vesting and that the reporting person beneficially owns 861,277 Class A shares.

Why were 5,452 shares withheld in the SES insider report?

The filing explains those shares were withheld to satisfy the reporting person’s withholding tax obligations in connection with RSU vesting and were not sold.

How many of Kyle Pilkington’s SES shares are unvested RSUs?

The report states 681,778 shares underlying RSUs are subject to forfeiture until they vest.

What transaction code and price are shown on the Form 4?

The transaction is recorded with transaction code F and shows a price of $1.13 associated with the reported transaction.

What is Kyle Pilkington’s role at SES as stated in the Form 4?

The Form 4 identifies the reporting person as Chief Legal Officer of SES AI Corporation.