Form 4: SES AI CFO Reports Routine Stock Transaction for Tax Withholding on Vesting Award

SES AI Corporation's Chief Financial Officer, Jing Nealis, reported a disposition of 15,691 shares of Class A Common Stock on June 16, 2025, solely for tax withholding purposes related to a restricted share award vesting.

Summary

• The reporting person is Jing Nealis, the Chief Financial Officer of SES AI Corp (Ticker: SES).
• On June 16, 2025, Ms. Nealis reported a transaction involving 15,691 shares of Class A Common Stock.
• These shares were disposed of at a price of $0.9586 per share.
• The transaction code 'F' indicates that these shares were withheld by the company to cover the reporting person's withholding tax obligations in connection with the vesting of a restricted share award.
• It is explicitly stated that these shares were not sold by the reporting person.
• Following this transaction, Ms. Nealis beneficially owns 2,647,669 shares of Class A Common Stock.
• This beneficial ownership includes 61,800 unvested shares of Class A Common Stock from a restricted share award granted on August 16, 2021, which vests 25% on the first anniversary and then in equal monthly installments over the subsequent 36 months, subject to continued service.
• The beneficial ownership also includes 1,426,800 shares of Class A Common Stock underlying restricted stock units (RSUs), which are subject to forfeiture until they vest.

Sentiment

Score: 7

Explanation: The transaction is a routine tax withholding related to equity compensation vesting, which is a neutral to slightly positive event as it confirms the vesting of employee awards and does not represent a sale by the executive.

Positives

• The transaction represents the vesting of a restricted share award, indicating the fulfillment of employment terms for the CFO.
• The shares were withheld for tax purposes, not sold by the CFO, suggesting continued long-term holding intent and confidence in the company.

Negatives

• No direct negatives identified as the transaction is a standard tax withholding event related to equity compensation.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook, as it is solely focused on an insider transaction.

Management Comments

• The transaction reflects a routine administrative action by the company to facilitate the vesting of equity compensation for its Chief Financial Officer, Jing Nealis.

Industry Context

This Form 4 filing is a standard regulatory disclosure for insider transactions, common across all publicly traded companies, and does not provide specific industry-wide insights or trends beyond the routine nature of equity compensation for executives.

Comparison to Industry Standards

• This filing is a routine insider transaction report and does not provide data suitable for comparison to industry-specific operational or financial benchmarks. The practice of withholding shares for tax purposes upon equity award vesting is a standard compensation practice across industries.

Related Party Transactions

• The reported transaction is a standard equity compensation event between the company and its Chief Financial Officer, involving the withholding of shares for tax obligations upon vesting of a restricted share award. This is a common form of related party transaction in the context of executive compensation.

Stakeholder Impact

• Shareholders: Indicates routine equity compensation and retention of a key executive (CFO), with no direct sale of shares by the executive.
• Employees: Reinforces the company's equity compensation structure and vesting schedules, which are standard benefits for employees.

Next Steps

• Continued vesting of the remaining 61,800 unvested shares from the restricted share award over the following 36 months, subject to continued service.
• Future vesting of 1,426,800 shares underlying restricted stock units (RSUs) as per their respective vesting schedules.

Key Dates

Keywords

SES AI Corp, SES, Form 4, insider transaction, stock vesting, tax withholding, restricted stock units, RSU, equity compensation, CFO