SES AI Corp Files Amended 2025 Annual Report: Key Developments for Investors

Overview of the Amendment

SES AI Corp (NYSE: SES) has filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment provides significant new disclosures, including executive and director compensation, governance updates, and details of a recent shareholder lawsuit that may be material to investors.

Key Points from the Amended Annual Report

1. Class Action Lawsuit Filed Against SES AI Corp

• On April 27, 2026, a putative class action lawsuit was filed in the United States District Court for the District of Massachusetts against SES AI Corp and certain current officers.
• The lawsuit alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5, claiming false statements and/or omissions regarding the company’s business prospects.
• The complaint covers purchasers of Class A Common Stock between January 2025 and March 2026.
• The alleged damages are unspecified at this time. SES AI Corp has stated its intent to vigorously defend itself and seek dismissal, but due to the early stage of litigation, the outcome and potential losses are unpredictable.
• If the outcome is unfavorable, the impact could be materially adverse to the company’s results of operations and/or financial condition, due to potential defense and settlement costs, management distraction, and other factors.

2. Governance and Board Structure

• The Board is divided into three classes, with staggered terms for directors.
• Key executives include Dr. Qichao Hu (CEO & Chairman), Ray Liu (CFO), Dr. Hong Gan (Chief Science Officer), and Kyle Pilkington (General Counsel and Secretary).
• Audit Committee members are Mr. Luo (financial expert), Dr. Ma, and Mr. Boyd, all of whom are independent per SEC and NYSE rules.
• SES AI Corp maintains a Code of Business Conduct and Ethics, Corporate Governance Guidelines, and has adopted insider trading policies.

3. Executive and Director Compensation

• Non-employee directors receive:
  • Annual equity grants of RSUs valued at \$160,000 (beginning in year two of service).
  • Initial equity grant of RSUs valued at \$320,000 (vesting after one year of service).
• Directors must maintain stock ownership worth at least five times their annual cash retainer within five years of appointment.
• Named Executive Officers (NEOs) for 2025:
  • Dr. Qichao Hu (CEO): Salary \$530,000; Stock awards \$1,921,424; Option awards \$1,003,635; Other compensation detailed in the Summary Compensation Table.
  • Ray Liu (CFO), Dr. Hong Gan (Chief Science Officer), and others also disclosed with detailed compensation tables and outstanding equity awards.
• Executive stock ownership guidelines: CEO must hold shares worth at least five times base salary; other executives, three times base salary.
• Claw-back Policy: Robust policy in line with NYSE rules. If financial results are restated due to material non-compliance, the company will seek to recover excess incentive compensation paid, including vested and unvested equity, for current and former executives.
• Hedging and Pledging Policy: Directors, officers, and employees are prohibited from hedging SES securities or pledging them as collateral, except in limited circumstances with company approval.

4. Financial and Share Data

• As of March 2, 2026, SES AI Corp had 322,742,539 shares of Class A Common Stock and 43,881,251 shares of Class B Common Stock outstanding.
• The aggregate market value of public float as of June 30, 2025, was approximately \$287 million (based on NYSE closing price of \$0.89 per share).
• The company is a non-accelerated filer, a smaller reporting company, and not a shell or emerging growth company.
• No error corrections or restatements requiring recovery analysis of incentive-based compensation were made in the financial statements included in this filing.

5. Other Noteworthy Governance Practices

• The Board’s performance evaluation, CEO evaluation, and meeting scheduling are handled with significant involvement from the Lead Independent Director.
• All directors and executive officers had met or were within the grace period for compliance with stock ownership guidelines as of April 15, 2026.

Potential Impact on Shareholders and Share Price

The disclosure of a new putative class action lawsuit alleging securities law violations is a material event that could impact SES AI Corp’s share price, especially given the uncertainty around potential damages, litigation costs, and management focus. Investors should monitor the progress of this case closely.

In addition, the comprehensive disclosures around executive compensation, claw-back policies, and governance provide increased transparency, which may be viewed positively by the market, but the share price impact will likely be driven by developments in the litigation.

Disclaimer

This article is based on publicly available SEC filings by SES AI Corp. It is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence and consult a qualified financial advisor before making investment decisions. The outcome of ongoing litigation and other forward-looking statements involve risks and uncertainties that could materially affect SES AI Corp’s business and share price.

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