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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-02-28 · 50 added, 75 removed, 152 unchanged (45% of the section changed)

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Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2024, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting, as discussed below.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2025, our disclosure controls and procedures were effective.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), our management is responsible for establishing and maintaining adequate internal control over financial reporting, as this term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management with participation of the CEO and CFO under the oversight of the Audit Committee of our Board of Directors evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis .

Based on the evaluation described above, management determined that our internal control over financial reporting was not effective as of December 31, 2024, because of a material weakness.

Specifically, a management review control associated with the valuation of the sponsor earn-out liabilities did not operate effectively as it did not evaluate a key assumption used in the valuation at an appropriate level of precision .

The material weaknesses did not result in any material misstatements to our consolidated financial statements or disclosures in the years ended December 31, 2024 and 2023.

We completed the acquisition of UZ Energy on September 15, 2025, and we are currently integrating UZ Energy into our internal control system.

Consistent with guidance issued by the SEC, our assessment as of December 31, 2025 of the effectiveness of the Company’s disclosure controls and procedures described above and internal control over financial reporting described below excludes UZ Energy, which represented approximately 7% of total assets and 35% of total revenue of the consolidated financial statement amounts of the Company as of and for the year ended December 31, 2025.

Management with participation of the principal executive officer and principal financial officer under the oversight of the Audit Committee of our Board of Directors evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).

Based on the evaluation described above, management determined that our internal control over financial reporting was effective as of December 31, 2025.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting because we are exempt from this requirement as a smaller reporting company and non-accelerated filer.

Remediation Plan for Current Material Weakness

We are taking the following actions to remediate the material weakness described in this Item 9A and to enhance our overall control environment.

We will design updated processes and controls and maintain sufficient and appropriate review documentation for the assessment of all key assumptions related to the valuation of sponsor earn out liabilities.

Remediation of Previously Reported Material Weaknesses

We previously identified a material weakness, as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company did not design and maintain sufficient user access and monitoring controls to ensure appropriate segregation of duties and adequately restrict access to a financial application.

As a result, automated and manual business process controls that are dependent on the affected IT general controls were also deemed ineffective, as they could have been adversely affected due to their reliance on information and configurations from the affected IT system.

Further, as disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, in the first quarter of 2024 we identified an additional material weakness in a review control because we failed to detect an error in the accounting for forfeitures of Earn-Out Restricted Shares upon a holder’s termination of employment.

In response to the above material weaknesses, the Company executed a remediation plan in 2024.

The remediation actions taken were as follows:

● We have hired professionally qualified personnel who have the appropriate level of expertise in the areas of accounting, financial reporting, and IT general controls.

● We have taken steps to enhance the design of existing control activities related to IT environment and implemented additional process-level control activities.

● We have restricted, and will continue to restrict, access to the financial application to ensure appropriate segregation of duties.

● We have designed updated processes and controls around change management monitoring to ensure that all changes have sufficient documentation and are reviewed by an authorized person.

● We have added, and will continue to maintain, an additional layer of internal review over the accounting of the Earn-Out Restricted Shares’ expense in relation to employees’ terminations and forfeitures.

As a result, we have concluded that, as of December 31, 2024, we have remediated the above-mentioned material weaknesses related to IT application, user access and monitoring controls, and to accounting for forfeitures of Earn-Out Restricted Shares upon a holder’s termination of employment.

Remediation of Previously Reported Material Weakness

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis .

We previously identified a material weakness, as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, namely, that a management review control associated with the valuation of the Sponsor Earn-Out liabilities did not operate effectively, as it did not evaluate a key assumption used in the valuation at an appropriate level of precision .

The material weakness did not result in any material misstatements to our consolidated financial statements or disclosures in the years ended December 31, 2024 and 2023.

In response to the above material weakness, the Company executed a remediation plan in 2025, which included steps (1) to enhance the design of existing control activities related to evaluation of all key assumptions used in the valuation at an appropriate level of precision and (2) to maintain an additional layer of internal review over the accounting of the valuation of the Sponsor Earn-Out liabilities .

As a result, we have concluded that, as of December 31, 2025, we have remediated the above-mentioned material weakness related to management review control associated with the valuation of the Sponsor Earn-Out liabilities.

Changes in Internal Control over Financial Reporting

As described above, we have taken and continue to take steps to remediate material weaknesses in our internal control over financial reporting described in “Remediation Plan for Current Material Weakness” and “Remediation of Previously Reported Material Weaknesses.” Other than in connection with the remediation process described above, no change in our internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than in connection with the remediation process described above, no change in our internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

(a) Item 1.01 Entry into a Material Definitive Agreement.

ATM Equity Offering Program

On February 28, 2025, we entered into a Controlled Equity Offering Sales SM Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Oppenheimer & Co.

(each an “Agent” and together, the “Agents”), pursuant to which we may offer and sell from time to time, at our option, shares of our Class A common stock through the Agents.

The issuance and sale, if any, of the Class A common stock under the ATM Agreement will be made pursuant to our registration statement on Form S-3 (File No.

333-271423), which became effective on April 28, 2023, and the related prospectus supplement, including an accompanying base prospectus, dated February 28, 2025 (the “Prospectus Supplement”), in each case filed with the SEC.

In accordance with the terms of the ATM Agreement, under the Prospectus Supplement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Agents.

Sales of shares of Class A common stock through the Agents, if any, will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including, without limitation, sales made directly on the NYSE or any other existing trading market for the shares of Class A common stock.

Subject to the terms and conditions of the ATM Agreement, the Agents will use their commercially reasonable efforts to sell shares of our Class A common stock from time to time, based on instructions from us (including any price, time or size limits or other parameters or conditions we may impose).

We have agreed to pay the Agents a commission equal to up to 3.0% of the aggregate gross proceeds from the sales of shares of Class A common stock sold through the Agents under the ATM Agreement and will also reimburse the Agents for certain specified expenses in connection with entering into the ATM Agreement as well as in connection with each Representation Date (as defined in the ATM Agreement).

Pursuant to the ATM Agreement, we have also provided the Agents with customary indemnification and contribution rights.

The ATM Agreement contains customary representations and warranties and conditions to the sale of the shares of Class A common stock pursuant thereto.

We are not obligated to sell any Class A common stock under the ATM Agreement and may at any time suspend solicitation and offers thereunder.

The foregoing description of the material terms of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit 10.32 to this Annual Report and is incorporated herein by reference.

The representations, warranties and covenants contained in the ATM Agreement were made solely for the benefit of the parties to the ATM Agreement, and may be subject to limitations agreed upon by the contracting parties.

Accordingly, the ATM Agreement is filed with this Annual Report only to provide investors with information regarding the terms of the ATM Agreement and not to provide investors with any other factual information regarding us or our business, and should be read in conjunction with the disclosures in our periodic reports and other filings with the SEC.

(b) Rule 10b5-1 Trading Arrangements

During the quarter ended December 31, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements as defined in Item 408 of Regulation S-K.

Rule 10b5-1 Trading Arrangements

During the quarter ended December 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b 5 - 1 trading arrangements or non-Rule 10 b5-1 trading arrangements as defined in Item 408 of Regulation S-K except as follows:

On November 18, 2025 , Jing Nealis , our Chief Financial Officer , adopted a trading plan intended to satisfy the conditions under Rule 10 b5-1(c) of the Exchange Act.

Nealis’s plan is for the potential exercise of up to 550,000 vested stock options expiring on February 10, 2031, and the sale of the shares of Class A common stock underlying such stock options.

The duration of the trading plan is through December 10, 2026 , or earlier, upon the completion of all transactions subject to the trading plan.

On November 12, 2025 , Kyle Pilkington , our Chief Legal Officer , adopted a trading plan intended to satisfy the conditions under Rule 10 b5-1(c) of the Exchange Act.

Pilkington’s plan is for the potential sale of up to 150,000 shares of Class A common stock.

The duration of the trading plan is through December 31, 2026 , or earlier, upon the completion of all transactions subject to the trading plan.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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Executive Compensation

The information required by this Item will be set forth in the Proxy Statement is incorporated herein by reference.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be set forth in the Proxy Statement is incorporated herein by reference.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be set forth in the Proxy Statement is incorporated herein by reference.

Principal Accounting Fees and Services

The information required by this Item will be set forth in the Proxy Statement is incorporated herein by reference.

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Financial Statements and Schedules – the required information is set forth in “Part 2, Item 8 – Financial Statements and Supplementary Data” in this Annual Report.

Financial Statements and Schedules – the required information is set forth in “Part II, Item 8 – Financial Statements and Supplementary Data” in this Annual Report.

Exhibits – the exhibits listed below are filed as part of this Annual Report or incorporated herein by reference to the location indicated.

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001-39845), filed with the Securities and Exchange Commission on September 21, 2021).

Share Transfer and Share Purchase Agreement, dated July 25, 2025, among Shenzhen UZ Energy, CO.

Ltd., Shenzhen Yuze Venture Capital Co., Ltd., Xiaofei Xu, Zhen Bao, Shenzhen Yupeng Venture Consulting Partnership (L.P.), Shenzhen Yuyuan Consulting Partnership (L.P.), Changjiu Lin, Shenzhen Zhongxiaodan Venture Capital Co., Ltd., Yibin Chendao New Energy Industry Equity Investment Partnership (L.P.), and SES AI International I Pte.

(incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39845), filed with the Securities and Exchange Commission on November 12, 2025).

Certificate of Incorporation of SES AI Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

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001-39845), filed with the Securities and Exchange Commission on March 31, 2022).

Opinion of White & Case LLP.

Amended and Restated Registration Rights Agreement, dated February 3, 2022, by and among SES AI Corporation, the Sponsor and certain other holders of SES AI Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

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001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

SES AI Corporation 2021 Incentive Award Plan.

SES AI Corporation 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 28, 2025) .

SES Holdings Pte.

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001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Employment Agreement, dated as of March 3, 2023, by and between Daniel (Gang) Li and SolidEnergy Systems LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39845), filed with the Securities and Exchange Commission on May 9, 2023).

Employment Agreement, dated as of March 2, 2022, by and between Kyle Pilkington and SolidEnergy Systems, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 27, 2024) .

Employment Agreement, dated as of June 15, 2023, by and between Kang Xu and SolidEnergy Systems, LLC.

Employment Agreement, dated as of June 15, 2023, by and between Kang Xu and SolidEnergy Systems, LLC (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 28, 2025) .

Board Observation Agreement, dated as of July 12, 2021, by and among Ivanhoe Capital Acquisition Corp., SES Holdings Pte.

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001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Form of Restricted Stock Unit Award Grant Notice pursuant to the SES AI Corporation 2021 Incentive Award Plan for restricted stock unit awards to employees, consultants and advisors (incorporated by reference to Exhibit 10.5 to the

Company’s Quarterly Report on Form 10-Q (File No.

001-39845), filed with the Securities and Exchange Commission on May 13, 2022).

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001-39845), filed with the Securities and Exchange Commission on February 8, 2022).

Form of Subscription Agreement for Institutional Investors (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-4/A (File No.

333-258691), filed with the Securities and Exchange Commission on January 5, 2022).

Form of Subscription Agreement for Individual Investors (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-4/A (File No.

333-258691), filed with the Securities and Exchange Commission on January 5, 2022).

Controlled Equity Offering Agreement, dated February 28, 2025, by and among SES AI Corporation, Cantor Fitzgerald & Co., Canaccord Genuity LLC, Needham & Company, LLC and Oppenheimer & Co.

Letter from Withum Smith+Brown, PC (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

001-39845), filed with the Securities and Exchange Commission on April 18, 2022).

Letter from KPMG LLP (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

001-39845), filed with the Securities and Exchange Commission on June 16, 2023).

Inc (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 28, 2025) .

SES AI Corporation - Compliance with United States Federal Securities Laws Regarding Insider Trading:

Security Trading Policy

Security Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K (File No.

001-39845), filed with the Securities and Exchange Commission on February 28, 2025).

List of Subsidiaries .

Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP) .

Consent of White & Case LLP (included in Exhibit 5.1).

Power of Attorney (included on the signature page to this Annual Report).

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† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

+ The Company has omitted portions of the referenced exhibit pursuant to Item 601(b) of Regulation S-K because it (a) is not material and (b) the type of information that the Company both customarily and actually treats as private and confidential.

In addition, certain exhibits and schedules to the referenced exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

# Indicates management contract or compensatory plan or arrangement.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 28, 2025

March 4, 2026

SES AI CORPORATION

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Chief Executive Officer and Chairman

February 28, 2025

March 4, 2026

(Principal Executive Officer)

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Chief Financial Officer

February 28, 2025

March 4, 2026

(Principal Financial Officer and Principal Accounting Officer)

/s/ Jang Wook Choi

February 28, 2025

Jang Wook Choi

February 28, 2025

/s/ Michael Noonen

February 28, 2025

Michael Noonen

March 4, 2026

/s/ Andrew Boyd

March 4, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures