SES AI SES Form 10-Q filing Q2 FY2026

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SES AI Corporation

Condensed Consolidated Balance Sheet****s

(Unaudited)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

SES AI Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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SES AI Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Dollars in thousands, unless otherwise stated)

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Note 1. Nature of Business

Organization

SES AI Corporation and its consolidated subsidiaries (together the “Company” or “SES”), is a leading developer and manufacturer of high-performance, artificial intelligence (“AI”)-enhanced Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones, robotics, Energy Storage Systems (“ESS”) and other applications. The Company’s mission is to accelerate the world’s energy transition through AI-enhanced material discovery and battery management. SES accelerates its pace of innovation by utilizing superintelligent AI across the spectrum of our business, from research and development, materials sourcing, cell design, engineering and manufacturing, to battery health and safety monitoring. The Company’s headquarters are located in Woburn, Massachusetts with research and development facilities located there, in Shanghai and Shenzhen, China, and in Chungju, South Korea. Principal operations have commenced, and the Company has derived revenue from its principal business activities starting in October 2024.

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Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the condensed consolidated financial statements for the interim periods presented. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.

The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025 included in the 2025 Annual Report on Form 10-K.

Use of estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.

Significant estimates and assumptions include those related to the valuation of (i) certain equity awards including, the Sponsor Earn-Out Shares (as defined below), and performance stock units, (ii) revenue from customers, (iii) deferred tax assets and uncertain income tax positions, (iv) the measurement of operating lease liabilities, (v) the evaluation of the recoverability of long-lived assets and intangible assets, including goodwill, (vi) fair value measurement of acquired intangible assets and deferred consideration, and (vii) warranty reserve. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.

Accounts Receivable

As of December 31, 2024, our accounts receivable was $1.0 million.

Inventories

Inventory is stated at the lower of average cost or net realizable value on a first-in, first-out basis. Inventory costs include purchase of materials, freight, storage, hauling, and certification costs. The cost-basis of the Company’s inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. Once established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory and cannot be reversed due to subsequent increases in demand forecasts. As of June 30, 2026 and December 31, 2025, the Company did not have excess or obsolete inventory reserves.

Inventories consisted of the following:

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Fair Value Measurements

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

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(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

(2) Fair value was determined using the Black Scholes option pricing formula capped call and capped put methodology using risk adjusted discount rate for the revenue and adjusted revenue forecasts.

There were no transfers in or out of Level 3 measurements during the three and six months ended June 30, 2026 and 2025.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adoption on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which removes references to project stages and clarifies the timing of capitalizing costs based on certain thresholds. Additionally, this amendment requires certain disclosures in the notes to the financial statements regardless of financial statement presentation of software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The new standard is effective for annual periods beginning after December 15, 2028, and interim periods within those annual reporting periods with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

The Company has reviewed all accounting pronouncements issued during the three months ended June 30, 2026 and concluded that they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

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Note 3. Acquisitions

Acquisition of Shenzhen UZ Energy Co. Ltd.

On July 25, 2025, our wholly owned subsidiary, SES AI International I Pte Ltd, entered into a Share Transfer and Share Purchase Agreement (the “Agreement”) with UZ Energy and its shareholders to acquire 100% of the share capital of Shenzhen UZ Energy Co. Ltd. (“UZ Energy”), a China-based battery energy storage system manufacturer. The acquisition closed on September 15, 2025 (the “Closing”). The acquisition of UZ Energy was accounted for as a business combination and the results of UZ Energy’s operations from the date of closing have been included in our condensed consolidated financial statements.

The aggregate consideration for the acquisition of UZ Energy was approximately RMB 183.5 million ($25.8 million), consisting of the purchase consideration of approximately RMB 93.5 million ($13.1 million) and a capital contribution of RMB 90.0 million ($12.6 million) made by the Company in exchange for newly issued shares of UZ Energy. Purchase consideration consisted of cash payments of approximately RMB 23.5 million ($3.3 million), which was paid during the fourth quarter of 2025, and deferred consideration of approximately RMB 70.0 million ($8.0 million) tied to performance targets, assuming such targets are met but not exceeded. At the Closing, total purchase consideration was valued at RMB 83.3 million ($12.0 million), reflecting the acquisition date fair value of the deferred cash payments. The capital contribution was excluded from purchase consideration as the proceeds will remain with UZ Energy and will be used for working capital requirements.

The deferred consideration is contingent on UZ Energy meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026. As of the Closing, the fair value of the deferred consideration was estimated using a Black-Scholes option-pricing model. As of June 30, 2026, the possible outcomes for the range of deferred cash payments, on an undiscounted basis, are from $1.5 million to $12.2 million. The analysis considered, among other items, contractual terms of the Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and cash balance thresholds required for payment of the deferred consideration will be achieved. The Company recorded the acquisition date fair value of the short-term portion of the deferred payment liability within deferred consideration, current.

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributed to the expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities related to ESS, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency. Goodwill is not deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price (in thousands):

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The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The fair values include Level 3 unobservable inputs and were determined using generally accepted valuation techniques. The Company’s allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and the Company will continue to adjust those estimates as additional information pertaining to events or circumstances present as of the closing becomes available and final valuation and analysis are completed. The Company will finalize the purchase price allocation no later than one year from the acquisition date.

The following table presents a reconciliation of the deferred consideration liability:

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The deferred consideration liability, which was measured at fair value on the Closing, and was remeasured to fair value for actual 2025 results and expected 2026 results. The change in fair value was recorded within miscellaneous expense, net of the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The following table sets forth the components of the identifiable intangible assets acquired and their estimated fair values and useful lives as of the date of the acquisition:

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The amount of revenue and pre-tax loss the Company recognized from the acquired company during the period ended June 30, 2026, which is included in the consolidated statements of operations and comprehensive loss, was approximately $9.5 million and $1.3 million, respectively.

The Company has not included pro-forma financial information for the acquisition of UZ Energy in these condensed consolidated financial statements. It was determined that the preparation of such information is impracticable as UZ Energy was a foreign, privately held entity that did not historically maintain financial statements in accordance with the U.S. GAAP. The Company has, however, included the results of UZ Energy's operations in its condensed consolidated financial statements from the Closing date forward.

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Note 4. Revenue

We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and energy storage system products as well as from providing research and development services, as this depicts how the nature, amount, timing, and cash flows are affected by economic factors. The following table summarizes the Company’s disaggregated revenue:

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During the three months ended June 30, 2026, the Company recognized a constraint on variable consideration of $0.8 million for deferred income expected to be earned over the next three years. The constraint was recognized because the multi-year contract has not been executed and SES only has the right to bill for first year consideration. We expect this fully constrained balance to reverse in future periods upon the execution of the contract.

Contract Assets

The Company records accounts receivable when the right to consideration is unconditional, subject only to the passage of time. Contract assets primarily relate to product shipments. The Company does not have the right to bill and collect revenue for certain performance obligations until the milestone is complete. Estimated revenue related to certain product shipments cannot be billed or collected until customer acceptance of the product is completed. Contract assets are included in prepaid and other current assets in the Company's consolidated balance sheets. The following table reflects the change in contract assets for the three and six months ending June 30, 2026 and 2025, respectively:

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Contract Liabilities

Contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets. The following table reflects the change in contract liabilities for the three and six months ending June 30, 2026 and 2025, respectively:

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Warranty Liability

Warranty expense is recorded in cost of revenues and the related liabilities are record in accrued expenses and other current liabilities and other liabilities based on expected warranty term. The following table reflects the change in warranty liability for the three and six months ending June 30, 2026:

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Note 5. Cash and Cash Equivalents

Cash, cash equivalents, and restricted cash consisted of the following:

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Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies and a letter of credit for corporate lease activity.

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Note 6. Short-Term Investments

Marketable Securities

The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale U.S. treasury securities as of June 30, 2026 and December 31, 2025, which have maturity dates that range from 2 month to 7 months and 1 month to 10 months, respectively. Fair value was determined using market prices obtained from third-party sources. Realized gains or losses were insignificant for the three and six months ended June 30, 2026 and 2025.

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The Company has an available-for-sale equity security investment with an initial cost of $0.5 million. As of June 30, 2026 and December 31, 2025, the investment had a fair value of $0.7 million and $0.9 million, respectively. The Company recorded an unrealized loss of $0.2 million and an unrealized gain of $0.3 million for the six months ended June 30, 2026 and 2025, respectively, and no change and a $0.1 million unrealized gain in fair value for the three months ended June 30, 2026, and 2025, respectively. This change in fair value is recorded within miscellaneous (expense) income, net in the condensed consolidated statements of operations and comprehensive loss.

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Note 7. Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities consisted of the following:

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Note 8. Government Grant

In December 2022, the Company was awarded a grant (the “Grant”) from certain Korean government agencies. The incentives received under the Grant, which is in the form of cash, can be used for facilities related expenses and the purchase of property and equipment. The Company is required to adhere to the following conditions attached to the incentives, which include purchase of a government grant guarantee insurance policy, required minimum investments into specified spending categories and the creation of a minimum amount of permanent full-time jobs in a certain geographical location over the next five years, with the option to extend to 10 years by remaining in a certain geographical location. If determined that we were ineligible to receive the Grant, we could be required to repay the Grant in entirety with interest. The Company has yet to fulfill the required minimum investment and minimum employment conditions hence interest payable was recorded. Compliance with these conditions will continue to be monitored over the remaining grant period.

As of June 30, 2026 and December 31, 2025, the Company has received, but not yet earned, cash grants of 12.0 billion Korean won. These principal balances are equivalent to $7.7 million and $8.1 million, after translation, as of June 30, 2026 and December 31, 2025, respectively, which after including interest, is disclosed as unearned government grant in the condensed consolidated balance sheets.

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Note 9. Sponsor Earn-Out Liabilities

The Sponsor Earn-Out shares in Tranche 2 through Tranche 5 have been measured at their estimated fair value using a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected term, and dividend yield. The key inputs used in the Monte Carlo simulation model at their respective measurement dates were as follows:

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The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. The Company estimates the volatility of its common stock by using a weighted average of historical volatilities of SES’s shares and warrants and select peer companies’ common stock that matches the expected term of the awards (range of the weighted average of volatility was 92.9% - 99.9% and 96.2% - 101.2% as of June 30, 2026 and December 31, 2025, respectively). The expected term is derived from a probability weighted model, considering a number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:

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Note 10. Commitments and Contingencies

Commitments

In December 2021, the Company amended the lease agreement for an office space in Woburn, Massachusetts. The amendment includes an obligation for the Company to pay monthly relinquishment charges (equal to the total rental obligation for the duration of the lease term) only if the new tenant does not pay the monthly rental amount and the lessor has provided a notice to collect the relinquishment charges from the Company. As of June 30, 2026, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote.

Deferred Consideration

Under the terms of the acquisition agreement for UZ Energy, the Company recognized contingent liabilities related to purchase consideration payments to UZ Energy shareholders. These payments are contingent on meeting specified thresholds relating to revenue and cash balances for fiscal years 2025 and 2026, which are further detailed in Note 3.

Legal Contingencies

From time-to-time, the Company may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings.

Securities Class Action Litigation

On April 27, 2026, a putative class action lawsuit was filed in the United States District Court for the District of Massachusetts against the Company and certain of the Company’s current officers, by alleged shareholders of the Company on behalf of purchasers of Class A Common Stock between January 2025 and March 2026. The complaint alleges claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder, and alleges that the Company made false statements and/or omissions in its SEC and other public disclosures about its business prospects, and, as a result, the plaintiff suffered damages in an unspecified amount. The Company intends to defend itself vigorously against the claims and to take the necessary steps to endeavor to have them dismissed. Based on information available at the litigation’s current stage, the Company cannot reasonably predict its outcome or any potentially associated losses, which are inherently uncertain.

Shareholder Derivative Litigation

On July 6, 2026, a shareholder derivative action was filed in the United States District Court for the District of Massachusetts against certain of the Company’s current and former directors, with the Company as nominal defendant, by alleged shareholders of the Company. The complaint alleges that the individual defendants breached various duties to the Company and contains additional similar allegations based on the same general allegations in the class action described under “Securities Class Action Litigation.” The Company intends to defend itself vigorously against the claims and to take the necessary steps to endeavor to have them dismissed. Based on information available at the litigation’s current stage, the Company cannot reasonably predict its outcome or any potentially associated losses, which are inherently uncertain.

On August 3, 2026, a second shareholder derivative lawsuit was filed in the United States District Court for the District of Massachusetts against certain of the current and former members of the Board of Directors, with the Company as nominal defendant, by alleged shareholders of the Company. The complaint alleges that the individual defendants breached various duties to the Company and contains additional similar allegations based on the same general allegations in the class action described under "Securities Class Action Litigation".

The Company intends to defend itself vigorously against the claims and to take the necessary steps to endeavor to have them dismissed. Based on information available at the litigation’s current stage, the Company cannot reasonably predict its outcome or any potentially associated losses, which are inherently uncertain

Indemnifications

The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, partnerships, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, and applicable indemnification agreements. The Company maintains insurance, including commercial general liability insurance, product liability insurance, and directors and officers insurance to offset certain potential liabilities under these indemnification provisions. To date, there have been no claims under these indemnification provisions.

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Note 11. Income Taxes

The Company’s effective tax rate for the three and six months ended June 30, 2026 was (0.6)% and (1.5)%, respectively, compared with (3.4)% and (2.1)% for the three and six months ended June 30, 2025. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21% principally results from income taxes on earnings from its foreign tax jurisdictions offset by losses generated in the U.S. where no benefit was recorded because the Company had fully reserved its deferred tax assets as of June 30, 2026 and December 31, 2025 and the recording of uncertain tax positions and interest expense.

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Note 12. Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss, as adjusted for changes in fair value recognized in earnings from equity contracts classified as liabilities, by the weighted average number of common shares outstanding and, when dilutive, common share equivalents from outstanding stock options and restricted stock units (using the treasury-stock method). The weighted-average number of common shares used in the computation of basic and diluted net loss per share were as follows:

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The number of common stock equivalents excluded from the computation of diluted net loss per share because either the effect would have been anti-dilutive, or the performance criteria related to such shares and awards had not been met, were as follows:

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Note 13. Segment and Geographic Information

Operating Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses operating income (loss) as the measure of financial performance and for resource allocation decisions.

Significant Expenses

The Company concluded it operates as one operating and reportable segment based on the information regularly reviewed by the CODM for decision making, resource allocation, and evaluating financial performance. The information regularly reviewed by the CODM is summarized into the following significant expense categories:

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Geographic & Concentration Information

For the three and six months ended June 30, 2026, revenue outside of the United States, based on customer billing address, was 90% and 89% of total revenue, respectively. For the three and six months ended June 30, 2026, there was no significant revenue concentration. As of June 30, 2026, there were two customers that accounted for 29% and 12% of accounts receivable, respectively.

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Note 14. Variable Interest Entities

A variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of owning a controlling financial interest. When SES determines that it has a variable interest in a VIE, a qualitative evaluation is performed to assess which interest holders have the power to direct the activities that most significantly impact the economic performance of the entity and have the obligation to absorb losses or receive benefits that could be significant to the entity. The evaluation considers the purpose and design of the business, the risks that the business was designed to create and pass along to other entities, the activities of the business that can be directed and which party can direct them, and the expected relative impact of those activities on the economic performance of the business through its life. SES has the power to direct the activities of an entity when it has the ability to make key operating and financing decisions, including, but not limited to, capital investment and the issuance of debt. Based on the evaluation of these criteria, SES has determined it is the primary beneficiary of certain entities and as such is required to account for the VIEs on a consolidated basis.

Hisun VIE

On October 29, 2025, SES entered into an agreement (the “Agreement”) with Hisun New Energy Material Ltd Co. (“Hisun”) to form Molecular Universe Materials Pte. Ltd. (the “MUMPL”), a Singapore private limited company, to supply and sell battery electrolytes globally. The JVC was formed in April 2026 upon SES’s initial $3.0 million cash contribution.

Total initial equity capitalization is expected to be $5.0 million, of which SES is required to contribute $4.5 million, or 90%, and Hisun is required to contribute $0.5 million, or 10%. As of June 30, 2026, SES had funded $3.0 million with the remaining $1.5 million required to be funded by Q3 2026. No non-cash assets or intellectual property were contributed as equity capital. Intellectual property and services provided by SES and Hisun are made available to the MUMPL under separate commercial agreements.

The JVC is a variable interest entity because its equity investment at risk is not sufficient to permit it to finance its activities without additional subordinated financial support, as SES is contractually obligated to fund all working capital reasonably required for its operations. SES concluded it is the primary beneficiary because it has the contractual right to appoint a majority of the MUMPL's board of directors and its senior management and therefore directs the activities that most significantly impact the MUMPL's economic performance. Hisun's board and consent rights are protective and are not substantive participating rights. Accordingly, SES consolidates the MUMPL from the date of formation, and Hisun's 10% interest is presented as a noncontrolling interest within permanent equity.

SES holds a unilateral option, exercisable beginning on the third anniversary of the Agreement, to purchase Hisun's shares at fair market value. The option is not accounted for as a derivative because the underlying shares are not readily convertible to cash.

As of June 30, 2026, the JVC's assets consisted of $1.7 million of cash and cash equivalents, $1.4 million of accounts receivable, $0.3 million in prepaids, and liabilities of $0.4 million in accounts payable and other current liabilities, each included in the corresponding captions of the condensed consolidated balance sheet. Other than the initial contributions and working capital funding obligation described above, SES has not provided, and is not contractually required to provide, financial support to the JVC.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2025 and the related notes contained in the 2025 Annual Report on Form 10-K. This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements within the meaning of the federal securities law are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not statements of historical fact and may include statements regarding possible or assumed future results of operations. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Item 1A. Risk Factors in the 2025 Annual Report on 10-K. References in this section to our future plans that indicate the timing of when we expect such plans to be completed by a certain year mean at any point during that year.

Overview

We are a leading developer and manufacturer of high-performance, AI-enhanced Lithium-Metal (“Li-Metal”) and Lithium-ion (“Li-ion”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”), drones, robotics, Energy Storage Systems (“ESS”) and other applications. The Company’s mission is to accelerate the world’s energy transition through AI-enhanced material discovery and battery management. SES accelerates its pace of innovation by utilizing superintelligent AI across the spectrum of our business, from research and development, materials sourcing, cell design, engineering and manufacturing, to battery health and safety monitoring.

Key Trends, Opportunities and Uncertainties

Historical Performance

We are an early-stage growth company. We incurred net losses of $17.9 million and $22.7 million for the three months ended June 30, 2026 and 2025, respectively, and $30.0 million and $35.1 million for the six months ended June 30, 2026 and 2025, respectively, and had an accumulated deficit of $401.9 million and $334.0 million from our inception through June 30, 2026 and 2025, respectively. We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for several years. Our historical results may not be indicative of our future results for reasons that may be difficult to anticipate and our ability to generate revenue in the future

that is sufficient to achieve profitability will depend largely on the successful development of our products and services. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose significant risks and challenges, including those discussed below and in “Part I, Item 1A. Risk Factors.”

Acquisition of UZ Energy

We believe that the acquisition of UZ Energy strengthens our capabilities in the ESS market and will provide opportunities for revenue generation. See “Note 3 – Acquisition” of our accompanying consolidated financial statements for further discussion.

Commercialization of Molecular Universe

We believe that the commercialization of the Molecular Universe platform represents a significant opportunity to drive future revenue growth and margin expansion, as it should enable us to offer differentiated AI-driven solutions to customers. We expect that successful adoption of Molecular Universe, both as a software product and as an integrated component of our hardware and software offerings, could increase revenues and improve gross margins over time. However, we also recognize that the market for AI-based scientific discovery tools is nascent and rapidly evolving, and that the pace of adoption and competitive dynamics are uncertain. If adoption is slower than anticipated or if competing platforms gain traction, our ability to achieve revenue growth and profitability could be adversely affected.

Shift to Manufacturing with Hisun

Our strategic shift away from in-house manufacturing of certain battery materials, and the announcement of a fully consolidated variable interest entity with Hisun to produce novel materials at commercial scale, is expected to reduce capital intensity and accelerate time-to-market for new products. We anticipate that this approach will allow us to scale more efficiently and address a broader customer base, which could positively impact future revenues. However, the transition introduces new uncertainties, including the risk of production delays, quality control challenges, and dependence on third-party manufacturing partners. These factors could result in variability in cost of goods sold, potential supply chain disruptions, and fluctuations in cash flows. See “Note 14 – Variable Interest Entities” of our accompanying consolidated financial statements for further discussion.

NDAA-Compliant Drone Cell Manufacturing

Our plan to develop NDAA-compliant manufacturing capacity for drone cells is intended to position us to capture new business from U.S. government and defense-related customers, which we believe could be a driver of future revenue growth. NDAA compliance may also enhance our competitive positioning and open additional market opportunities. However, this initiative will require substantial capital investment and ongoing compliance costs, and there is uncertainty regarding the timing and magnitude of customer demand. If we are unable to achieve commercial-scale production or if demand for NDAA-compliant drone cells does not materialize as expected, we could experience underutilization of assets and negative impacts on cash flows.

Results of Operations

The following table sets forth our historical operating results for the periods indicated:

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Factors Affecting Operating Results

Revenue from Customers

For the three and six months ended June 30, 2026 and 2025, we generate revenue from two primary sources:

• Product revenue generally consists of sales of residential and commercial ESS systems, Li-ion and Li-metal based battery cells for drones, and battery materials such as electrolytes sold to automotive OEMs and other manufacturers.
• Service revenue generally consists of services for the discovery, design and development of Li-ion and Li-Metal battery materials in accordance with the customer’s specifications.

Revenue from customers for the three and six months ended June 30, 2026 was $5.1 million and $11.8 million, respectively. Revenue increased by $1.5 million and $2.5 million, respectively, compared to the three and six months ended June 30, 2025, which had revenue of $3.5 million and $9.3 million, respectively. The increased revenue was primarily driven by increased product revenue for ESS system sales from UZ Energy, which was acquired in third quarter of 2025. The increase in product revenue was offset by a decrease in service revenue from OEMs after completion of the contract service periods in the fourth quarter of 2025.

Services revenue decreased $3.5 million and $9.0 million for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Product revenue increased $5.1 million and $11.5 million for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Refer to “Note 4 – Revenue” to the condensed consolidated financial statements for additional information.

Cost of Revenue

Cost of revenue includes materials, labor, depreciation and amortization expense, inventory, freight costs, warranty, and other direct costs related to manufacturing our products and service contracts. Labor consists of personnel-related expenses such as salaries, benefits, and stock-based compensation.

Costs of revenue for the three and six months ended June 30, 2026 were $3.9 million and $9.4 million, respectively. Cost of revenue increased by $3.0 million and $7.3 million, or 323% and 336%, respectively, compared to the three and six months ended June 30, 2025, which had costs of revenue of $0.9 million and $2.2 million, respectively. The increased costs of revenue was primarily driven by increased product revenue for ESS system sales from UZ Energy, which was acquired in third quarter of 2025, while service revenue from OEMs decreased due to the end of the service period in the fourth quarter of 2025

Gross Profit Margin

Gross profit margin has been and will continue to fluctuate over time affected by a variety of factors, including the average sales price of our product and service offerings and changes in our mix of revenue between ESS systems, drone batteries, battery materials and service offerings to automotive OEMs and other manufacturers.

Gross margin for the three and six months ended June 30, 2026 and 2025 were 22.6% and 20.0% as well as 73.7% and 76.8%, respectively. The decrease was primarily due to the effect of changing revenue mix between product and service offerings.

Research and Development

We are an early-stage growth company conducting business activities through one operating segment. Research and development expenses include personnel-related expenses, such as salaries, benefits, and stock-based compensation, for scientists, experienced engineers and technicians. These expenses also cover materials and supplies used in product research and development, process engineering efforts and

testing, payments made to consultants, and patent related legal costs. Furthermore, they encompass depreciation, allocated facilities expenses, and information technology costs, including costs incurred for renting graphic processing units (“GPUs”) to train AI models.

Research and development expenses for the three months ended June 30, 2026 decreased $7.7 million, or 40.5%, to $11.4 million, compared with $19.1 million for the three months ended June 30, 2025. This decrease was primarily driven by a $4.0 million decrease in AI infrastructure costs incurred from renting Graphic Processing Unit (“GPU”) computing resources, a $2.6 million decrease in automotive OEM JDA related lab equipment expenses, and a $1.1 million decrease in personnel costs and stock-based compensation mainly attributable to headcount reductions resulting from the company’s focus on commercial activities.

Research and development expenses for the six months ended June 30, 2026 decreased $17.2 million, or 43.4%, to $22.4 million compared with $39.6 million for the six months ended June 30, 2025. This decrease was primarily driven by a $8.1 million decrease in automotive OEM JDA related lab equipment expenses, a $7.7 million decrease in AI infrastructure costs incurred from renting GPU computing resources, a $1.2 million decrease in personnel costs and stock compensation, and a $0.3 million decrease in lab supplies.

General and Administrative

General and administrative expenses include personnel-related expenses, such as salaries, benefits, and stock-based compensation for our finance, legal and human resource functions. These expenses also cover director and officer insurance, outside contractor fees, and professional services, including audit, compliance, legal, accounting, investor relations, and other advisory services. Additionally, the expenses encompass allocated facilities and information technology costs, such as depreciation and amortization.

General and administrative expenses for the three months ended June 30, 2026 increased $2.5 million, or 37.7%, to $9.0 million, compared with $6.5 million for the three months ended June 30, 2025. This increase was primarily driven by an increase of $0.9 million in bad debt expense, a $0.8 million increase for personnel costs and stock-based compensation due to increased headcount, a $0.6 million increase in professional services including marketing and public relations consulting, and a $0.2 million increase in rent, utility, and depreciation expenses.

General and administrative expenses for the six months ended June 30, 2026 increased $3.2 million, or 23.1%, to $17.0 million, compared with $13.8 million for the six months ended June 30, 2025. This increase was primarily driven by a $1.0 million increase in professional services including recruiting, marketing, and business development, a $0.9 million increase in bad debt expense, a $0.9 million increase personnel costs and stock-based compensation due to headcount increases, and a $0.4 million increase in rent, utility, depreciation, and other expenses.

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Non-Operating Items

Interest Income

Interest income primarily consists of interest earned on our cash and cash equivalents and marketable debt securities, which are primarily invested in money market funds and U.S. treasury securities, and accretion income from the U.S. treasury securities.

During the three and six months ended June 30, 2026, we had interest income of $1.5 million and $3.2 million, respectively, compared with $2.4 million and $5.0 million for the three and six months ended June 30, 2025, respectively. The $0.9 million decrease from the three months ended June 30, 2025 to the three months ended June 30, 2026 was due to more cash held in money market accounts during the prior period generating income. The $1.9 million decrease from the six months ended June 30,2025 to the six months ended June 30, 2026 was due to lower investment balances primarily arising from cash used in operations.

Change in Fair Value of Earn-Out Liabilities

During the three and six months ended June 30, 2026, we incurred a gain of less than $0.1 million and a gain of $4.2 million, respectively, associated with the change in fair value of the Sponsor Earn-Out liabilities compared with a loss of $1.4 million and a gain of $6.4 million, respectively, for the three and six months ended June 30, 2025. With the fair value of the Sponsor Earn-Out liabilities tied to the Company’s stock price, continued volatility in the stock price or changes in the expected term could result in further gains or losses resulting from the change in fair value. Refer to “Note 9 – Sponsor Earn-Out Liabilities” to the condensed consolidated financial statements for additional information.

Miscellaneous Income (Expense), Net

During the three months ended June 30, 2026, we had miscellaneous expense of $0.1 million, compared with miscellaneous income of $0.1 million for the three months ended June 30, 2025. This $0.2 million increase in miscellaneous expense was primarily due to an increase in the loss on foreign currency translation.

During the six months ended June 30, 2026, we had miscellaneous income of $0.2 million, compared with miscellaneous income of $0.4 million for the six months ended June 30, 2025. This $0.2 million decrease in miscellaneous income was the result of an increase in the loss on foreign currency translations, an increase in loss on fair value of equity investments, and an increase in other expenses, partially offset by a gain on change in fair value of deferred consideration.

Provision for Income Taxes

During the three months ended June 30, 2026, we had a provision for income taxes of $0.1 million compared to a provision for income taxes of $0.7 million for the three months ended June 30, 2025. This $0.6 million decrease in provision for income taxes is primarily due to local taxes in the foreign jurisdictions in which the Company operates.

During the six months ended June 30, 2026, we had a provision for income taxes of $0.5 million compared to a $0.7 million provision for income taxes for the six months ended June 30, 2025. This $0.2 million decrease in provision for income taxes was primarily due to local taxes in the foreign jurisdictions in which the Company operates.

Liquidity and Capital Resources

As of June 30, 2026, we had total cash and cash equivalents of $64.1 million and investments in marketable debt and equity securities of $98.9 million. As an early-stage growth company, the net operating losses we have incurred since inception are consistent with our strategy and budget.

We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a few more years. Our ability to successfully develop our products and services, scale up our commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations. We believe that our cash on hand and marketable securities will be sufficient to meet our principal working capital and capital expenditure requirements and ongoing research and development costs, operational and commercial activities, including expenditures for deferred cash payments of an estimated approximately RMB 55.5 million ($8.0 million) related to the acquisition of UZ Energy as well as activities related to the ESS business, our plans for NDAA-compliant manufacturing capacity to develop drone cells and development and commercialization of Molecular Universe material discoveries, for a period of at least 12 months from the date of this Quarterly Report. However, additional funding may be required during or after this period to finance certain needs beyond our principal working capital and capital expenditure requirements and ongoing costs, including additional opportunities to purchase data and equipment, develop and train our AI models, and/or develop commercial operations in the United States and abroad, acquisitions or other strategic transactions, and unexpected delays in the development of our battery cells. See “Note 3 – Acquisition” of our accompanying consolidated financial statements for further discussion of the estimated deferred cash payments related to the acquisition of UZ Energy.

If we need additional funding beyond these existing short- to medium-term sources of liquidity, or if we are not able to fund our operations from cash flows generated from anticipated product sales and service offerings, we expect that we will need to raise additional funds. This may be through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity, equity-related or debt securities, and obtaining credit from financial institutions. We currently maintain an at-the-market equity offering program with certain investment banks (the “Agents”), pursuant to which we may offer and sell into the open market from time to time, at our option, shares of our Class A common stock with an aggregate offering price of up to $150.0 million. Subject to the terms and conditions of our agreement with them, 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), in exchange for a commission of up to 3.0% of the aggregate gross sale proceeds. We have also provided the banks with customary indemnification and contribution rights. We are not obligated to sell any Class A common stock and may at any time suspend solicitation and offers thereunder. We sold no shares under the at-the-market equity offering program during the three months ended June 30, 2026, and to date have sold no shares under the program.

Summary of Cash Flows

The following table provides a summary of our cash flow data for the periods indicated:

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​ Six Months Ended June 30,

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Operating Activities

Our cash flows used in operating activities to date have primarily comprised research and development and general and administrative activities as discussed above.

Net cash used in operating activities of $33.6 million for the six months ended June 30, 2026 was primarily attributable to net loss of $30.0 million, as adjusted for stock-based compensation expense of $4.1 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $4.2 million, depreciation and amortization of $5.4 million, a loss on change in fair value of contingent consideration of $1.0 million, accretion income from marketable securities of $0.8 million, and $0.7 million of other items. These non-cash operating items were combined with a $7.7 million working capital outflow. The working capital outflow was primarily driven by a $3.1 million increase in inventories, a $2.9 million increase in receivables from customers, and a $1.7 million decrease in accrued expenses and other current liabilities. The increase in inventories was primarily due to purchases for ESS commercial operations. The decrease in accrued expenses and other liabilities was primarily due to decreases in accruals for compensation and contract liabilities. The changes in account receivables were driven by timing of receipts.

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Net cash used in operating activities of $33.7 million for the six months ended June 30, 2025 was primarily attributable to net loss of $35.1 million, as adjusted for stock-based compensation expense of $6.7 million, a gain on change in fair value of Sponsor Earn-Out liabilities of $6.4 million, depreciation and amortization of $5.0 million, accretion income from marketable securities of $1.7 million, and a $2.2 million working capital outflow. The working capital outflow was primarily driven by a $2.5 million decrease in accrued expenses and other current liabilities due to accruals for purchases of equipment for a JDA, changes in deferred revenue balances, accrued income taxes payable, and payroll related accruals and a $2.1 million increase in receivables from customers. The working capital outflow was partially offset by a $2.3 million increase in prepaids and other assets primarily due to advance payments made for software related service costs due to AI infrastructure spend.

Investing Activities

Net cash provided by investing activities was $70.6 million for the six months ended June 30, 2026, compared to net cash used in investing activities of $83.2 million for the six months ended June 30, 2025. This increase in cash provided was primarily attributable to a $153.8 million increase in cash provided by the maturities of short-term investments, net of purchases in the current year period compared to the prior year period and $0.7 million of lower capital expenditures.

Financing Activities

Net cash used in financing activities was $2.3 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $0.3 million for the six months ended June 30, 2025. This increase was due to a $2.0 million increase in payments for taxes withheld to cover vested restricted stock.

Recent Accounting Pronouncements

See “Note 2 – Basis of Presentation” of our accompanying condensed consolidated financial statements for the three and six months ended June 30, 2026 included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and their potential impact on our financial condition, results of operations and cash flows.

Critical Accounting Estimates and Judgments

Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities

and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods.

There have been no significant changes to our critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our 2025 Annual Report on Form 10-K.

Other Information

The Company’s website is www.ses.ai. Information contained on the Company’s website is not part of this report. Information that we furnish to or file with the SEC, including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are made available for download, free of charge, through the Company’s website as soon as reasonably practicable. The Company’s SEC filings, including exhibits filed therewith, are also available directly on the SEC’s website at www.sec.gov.

The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at www.ses.ai. Accordingly, investors should monitor this channel, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes to the Company’s market risk during the three months ended June 30, 2026. Refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the Company’s exposure to market risk.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 June 30, 2026, our disclosure controls and procedures were effective. 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 June 30, 2026 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 81% of total revenue of the condensed consolidated financial statement amounts of the Company as of and for the six months ended June 30, 2026

Management, with the participation of the principal executive officer and principal financial officer, believes the unaudited interim condensed consolidated financial information included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is available in Note 10 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in “Part I, Item 1A” of our 2025 Annual Report on Form 10-K, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except for the following:

Risks Relating to Our Common Stock and Warrants

Our failure to satisfy certain NYSE listing requirements may result in our Class A common stock or our public warrants being delisted from the NYSE, which could eliminate or adversely affect the trading market for our Class A common stock or our public warrants.

In July 2026, we received notice from the NYSE indicating that we did not satisfy the continued listing standard relating to the trading price of our common stock (the “Minimum Share Price Requirement”), as the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to the Minimum Share Price Requirement, we have a period of six months following receipt of the notice to regain compliance with the requirement, with the possibility of an extension at the discretion of the NYSE. We can regain compliance with the requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period we have a closing share price of at least $1.00, and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or the last trading day of the cure period. The notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of our Class A common stock on the NYSE, which continues to trade under the symbol “SES.” However, as of the date of this Quarterly Report, we have not regained compliance with the Minimum Share Price Requirement, and we may not regain it before the end of the cure period. If we later determined to conduct a reverse stock split to regain compliance (following the receipt of shareholder approval and our Board’s decision that the split was in the best interests of the Company and its shareholders), the liquidity of our Class A common stock could be harmed, given the reduced number of shares that would be outstanding afterward, particularly if the share price remained low.

Furthermore, the NYSE monitors public warrants that are trading at an “abnormally low” trading price, or below $0.01 (the “Minimum Warrant Price Requirement”). As of August 7, 2026, the closing price for our public warrants was $0.01. If we fail to meet the Minimum Warrant Price Requirement, the NYSE may immediately take action to suspend and/or delist the warrants from trading on the NYSE, subject to an appeal that we may request.

We continue to actively monitor the trading prices of our Class A common stock and public warrants, and assess available options to regain compliance with Minimum Share Price Requirement. The perception among investors that we are at heightened risk of delisting could negatively affect the market price and trading volume of our Class A common stock and public warrants. Additionally, if the NYSE ultimately delists any of our securities from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences, which could severely diminish or eliminate the value of an investment in our Class A common stock or public warrants, including:

• a limited availability of market quotations for our securities;
• reduced liquidity for our securities;
• a limited amount of news and analyst coverage; and
• a decreased ability to issue additional securities or obtain additional financing in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

(a) Item 5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2026, the Company determined that effective August 15, 2026, Kang Xu, our Chief Technology Officer, will receive a reduced base salary of $110,000, as he begins splitting time between the Company and The Ohio State University, where he has been named an Ohio Eminent Scholar and Howard D. Winbigler Chair in Engineering. Dr. Xu will continue to serve as an executive officer/Section 16 officer of the Company.

(b) Not applicable.

(c) During the fiscal quarter ended June 30, 2026*,* none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows: on May 18, 2026, each of our Section 16 officers (our Founder, Chairman and Chief Executive Officer Qichao Hu, our Chief Financial Officer Ray Liu, our Chief Legal Officer Kyle Pilkington, and our Chief Technology Officer Kang Xu) adopted “Rule 10b5-1 trading arrangements” to sell shares of our Class A common stock sufficient to cover withholding taxes on the vesting of certain RSUs granted that same day (which vest subject to continued service in three equal installments on each anniversary of the grant date). While the exact number of shares to be sold will depend on the amount of withholding taxes due and thus is unknown, it will be a portion of the total RSUs granted to each officer (for Dr. Hu, 1,504,425, for Mr. Liu, 331,858, for Mr. Pilkington, 353,982, and Dr. Xu, 221,239). Each arrangement expires once all shares are sold to satisfy the applicable officer’s withholding tax obligations.

Item 6. Exhibits

† Filed herewith.

• Furnished herewith.

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​ SES AI CORPORATION

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​ By: /s/ Qichao Hu

​ Name: Qichao Hu

​ Title: Chief Executive Officer

​ ​ (Principal Executive Officer)

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​ By: /s/ Ray Liu

​ Name: Ray Liu

​ Title: Chief Financial Officer

​ ​ (Principal Financial Officer)

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