Form 4: SES AI CTO's RSU Vesting Leads to Tax Withholding

SES AI Corporation's Chief Technology Officer, Kang Xu, reported a routine transaction involving the withholding of 35,063 shares of Class A Common Stock to cover tax obligations related to restricted stock unit vesting.

Summary

• Chief Technology Officer Kang Xu reported a transaction on February 6, 2026.
• 35,063 shares of Class A Common Stock were disposed of at a deemed price of $1.88 per share.
• This disposition represents shares withheld by the company to cover tax obligations associated with the vesting of restricted stock units (RSUs).
• The shares were not sold by Mr. Xu; rather, they were withheld by the issuer for tax purposes.
• Following this transaction, Mr. Xu beneficially owns 619,989 shares of Class A Common Stock.
• This total includes 399,988 shares underlying restricted stock units that are still subject to forfeiture until they vest.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting routine executive compensation and RSU vesting, which is generally a positive for employee retention and alignment, without indicating any operational issues.

Positives

• The transaction is a routine withholding of shares for tax purposes, not a voluntary sale by the Chief Technology Officer, indicating a non-discretionary event.
• The vesting of restricted stock units (RSUs) signifies a scheduled compensation event for the executive, aligning executive interests with shareholder value over time.

Negatives

• No direct negative implications from this routine tax withholding transaction are apparent.

Risks

• No specific risks are identified in this Form 4 filing.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Management Comments

• No notable quotes or paraphrased statements from company management are included in this Form 4 filing.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as tax-related share withholdings upon RSU vesting, are common across publicly traded companies, particularly in high-growth technology sectors like AI and battery development where equity compensation is a significant component of executive pay. This transaction does not indicate a change in strategic direction or operational performance.

Comparison to Industry Standards

• This type of transaction (shares withheld for tax upon RSU vesting) is a standard practice for executive compensation in many public companies, including those in the advanced materials and energy storage sectors like QuantumScape or Solid Power, which also utilize equity incentives.
• The deemed price of $1.88 per share for tax purposes is specific to the company's stock valuation at the time of vesting and is not directly comparable to operational metrics of other companies.

Management Changes

Corporate Governance

Legal Proceedings

• No litigation or regulatory matters are disclosed in this filing.

Related Party Transactions

• The transaction involves the withholding of shares by the company to cover tax obligations for an executive's RSU vesting, which is a routine compensation-related event.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine, non-discretionary transaction. It reflects ongoing executive compensation practices.
• Employees: Positive for the executive involved, as it signifies the vesting of equity compensation.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing.

Key Dates

Keywords

SES AI Corp, SES, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Executive Compensation, Kang Xu, Chief Technology Officer