Form 4: SES AI Officer Sells Shares Under 10b5-1 Plan

SES AI Corp's Chief Science Officer, Gan Hong, exercised stock options and subsequently sold 100,000 shares of Class A Common Stock for approximately $1.98 per share under a pre-arranged 10b5-1 plan.

Summary

• Chief Science Officer Gan Hong of SES AI Corp executed transactions on December 15, 2025.
• These transactions were conducted under a Rule 10b5-1 plan established on August 14, 2025.
• Gan Hong exercised options to acquire 93,277 shares of Class A Common Stock at an exercise price of $0.15 per share.
• Gan Hong also exercised options to acquire 6,723 shares of Class A Common Stock at an exercise price of $0.16 per share.
• Immediately following the exercises, Gan Hong sold 100,000 shares of Class A Common Stock at a weighted average price of $1.9789 per share.
• The sale price for the 100,000 shares ranged from $1.935 to $2.07 per share.
• Following these transactions, Gan Hong directly beneficially owns 1,253,286 shares of Class A Common Stock.
• Beneficial ownership also includes 852,222 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.
• Gan Hong also beneficially owns 1,179,832 derivative securities (stock options) after the reported transactions.

Sentiment

Score: 5

Explanation: The filing reports a pre-planned insider sale of shares by the Chief Science Officer. While insider selling can sometimes be viewed negatively, the execution under a Rule 10b5-1 plan suggests a structured financial management decision rather than a reaction to immediate company performance or outlook. The net effect on company sentiment is neutral, as it's a routine disclosure for an insider managing their equity.

Positives

• The transactions were executed pursuant to a Rule 10b5-1 plan, indicating a pre-arranged and structured approach to insider trading rather than opportunistic timing.

Negatives

• An insider, the Chief Science Officer, sold a significant number of shares (100,000), which could be perceived negatively by the market, despite being pre-planned.

Risks

• Potential negative market perception due to insider selling, even if executed under a pre-arranged 10b5-1 plan, which could lead to short-term share price volatility.

Future Outlook

NA

Industry Context

This filing reports an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide broader industry context or trends, focusing solely on the beneficial ownership changes of a key executive.

Stakeholder Impact

• Shareholders: May perceive insider selling as a negative signal, though the execution under a 10b5-1 plan mitigates the perception of opportunistic timing. The sale could contribute to short-term selling pressure on the stock.

Key Dates

Recommendation

The filing details a pre-planned insider sale by the Chief Science Officer. While insider selling can sometimes raise concerns, the execution under a Rule 10b5-1 plan suggests a pre-determined financial management strategy rather than a reaction to new, negative information. Without additional company-specific news or broader market context, this single transaction does not provide a strong enough signal to change an existing 'hold' position. Investors should monitor future insider activity and company performance for more definitive signals.

Keywords

SES AI Corp, SES, Form 4, Insider Trading, Stock Options, Share Sale, 10b5-1 Plan, Chief Science Officer, Gan Hong, Beneficial Ownership