Form 8-K

8-K — SES AI Corp

Accession: 0001819142-26-000044

Filed: 2026-08-11

Period: 2026-08-06

CIK: 0001819142

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ses-20260806x8k.htm (Primary)

EX-99.1 (ses-20260806xex99d1.htm)

EX-99.2 (ses-20260806xex99d2.htm)

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8-K

8-K (Primary)

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SES AI CORPORATION_August 6, 2026

0001819142false0001819142us-gaap:WarrantMember2026-08-062026-08-060001819142us-gaap:CommonStockMember2026-08-062026-08-0600018191422026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

SES AI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-39845

88-0641865

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

SES AI Corporation

35 Cabot Road

Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share

SES

The New York Stock Exchange

Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share

SES WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02Results of Operations and Financial Condition.

On August 11, 2026, SES AI Corporation (the “Company”) released a letter to its shareholders, which includes a business update and the Company’s financial results for the fiscal quarter ended June 30, 2026. A copy of the letter to shareholders is furnished herewith as Exhibit 99.1.

On August 11, 2026, the Company issued a press release announcing the release of the letter to shareholders. A copy of the press release is furnished herewith as Exhibit 99.2.

The information contained in this Item 2.02 and in the accompanying Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

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 Board of Directors of the Company (the “Board”) appointed Paul Diemer to serve as a Class II director, effective immediately, for a term expiring at the 2027 Annual Meeting of Stockholders, or his earlier death, resignation, retirement, disqualification or removal. The Board has determined that Mr. Diemer meets the independence requirements of the Company’s Corporate Governance Guidelines and under applicable New York Stock Exchange listing standards.

Mr. Diemer, 49, currently serves as Senior Vice President at Generac Power Systems (“Generac”), a role he has held since July 2026. Prior to Generac, Mr. Diemer served as Chief Technology Officer of the power business of Flex Ltd. (“Flex”) from April 2025 to July 2026, where he led the global research and technology organizations responsible for embedded and critical power systems, and directed technology strategy for critical power and data center infrastructure. From April 2022 to April 2025, Mr. Diemer served as Flex’s Vice President of Technical Product Management for the automotive business, leading product strategy, strategic partnerships, pursuit engineering and portfolio growth. Prior to Flex, Mr. Diemer held a number of executive engineering and product leadership roles at BorgWarner from 2005 through 2022. Mr. Diemer has a Bachelor of Science and a Master of Science in mechanical engineering from Michigan Technological University.

Mr. Diemer will receive the same compensation as the Company’s other non-employee directors, as described in the Amendment No. 1 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on April 30, 2026. There are no arrangements or understandings between Mr. Diemer and any other person pursuant to which Mr. Diemer was selected as a director.

In connection with the appointment, the Company will enter into its standard form of director indemnification agreement with Mr. Diemer, the form of which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 8, 2022. Mr. Diemer is not a participant in any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

99.1

Shareholder Letter dated August 11, 2026

99.2

Press release announcing release of letter to shareholders dated August 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SES AI Corporation

Date: August 11, 2026

By:

/s/ Ray Liu

Name:

Ray Liu

Title:

Chief Financial Officer

EX-99.1

Filename: ses-20260806xex99d1.htm · Sequence: 2

Dear Shareholders,

SES is solving two of the most difficult challenges in energy storage: accelerating product development using AI4Materials and building a robust supply chain to manufacture these products. While we originally focused on EVs, we pivoted more than a year ago to focus on ESS and drone applications. In Q2, we began seeing significant commercial milestones, and we are very excited about the path ahead. Our Q2 revenue grew by more than 40% compared to Q2 last year, while our gross margin improved from 18% to more than 22%, driven by our differentiated technology and robust supply chain. We are also reaffirming our 2026 revenue guidance of $30 million to $35 million.

On accelerating product development using AI4Materials, we released Molecular Universe MU-3.0, our first agentic workflow platform that works across both sodium and lithium chemistries and integrates with autonomous labs deployed in a fully secure and on-premises environment. We shipped our first Search-in-a-Box order to one of the world’s largest battery manufacturers. Some of the materials discovered by Molecular Universe have completed testing and entered pilot commercial deployment.

On building a robust supply chain to manufacture these products, our largest revenue-generating unit, ESS, is making great progress, especially in the US market. We were selected by Sol-Ark as a

certified battery partner, and we appointed Paul Diemer, former CTO of Flex Power, to our board to help guide our ESS strategy. We continue to build out a stellar team with experience at leading AI data center total solutions providers to execute on and deliver our exciting ESS growth.

For drones and unmanned systems, we are recruiting a team with a proven track record of selling to defense and commercial drones. We expect to produce 1 million NDAA-compliant cells per year within one month at our Korea plant, and based on the strong customer demand we are seeing, we are looking at securing orders well into 2028. Here is an update on each of our business units.

Building a Robust Supply Chain –

Energy Storage Systems (ESS)

On ESS, while most competitors sell either pure hardware without intelligent software or pure software that isn’t trained on real-world data, our edge-box-enabled ESS systems are trained on the specific cells that we use in our hardware systems, enabling 1-to-1 matching, accurate state-of-health and safety management. This prediction accuracy not only helps prevent fires and other incidents but also delivers tremendous savings for our customers across residential, commercial and industrial, and data center applications.

One of the leading US-based, FCC-authorized inverter producers, Sol-Ark, certified our subsidiary UZ Energy’s low-voltage

Letter to Our Shareholders

Q2 2026

residential batteries for their closed-loop compatibility with its hybrid inverters. We believe this certification with Sol-Ark will greatly accelerate the growth of UZ’s revenue growth in the US, especially given the recent FCC restrictions on foreign-produced inverters and other electronics.

Last quarter, we announced a $20 million, three-year agreement with ATG Epower (now US Energy Distributors), providing UZ Energy with immediate access to ATG Epower’s established distribution network across residential, commercial, and industrial customer segments.

UZ Energy’s batteries certified for closed-loop compatibility with Sol-Ark’s hybrid inverters, strengthening our position in the US energy storage market.

Building a Robust Supply Chain –

Drones & Unmanned Systems

On drones and unmanned systems, we expect to complete the scale-up of our Korea-based, NDAA-compliant cell production from 200,000 cells a year to 1 million cells a year in about one month. We expect to start producing at full capacity of 1 million cells a year starting in Q4 this year. We have already hosted many of the largest American and allied drone makers for line audits, with many more in the queue later this year. We expect revenue from NDAA-compliant cells produced on our Korea line to begin contributing meaningfully in Q4 this year and to accelerate further in the first half of next year.

Even at 1 million NDAA-compliant pouch cells, which we believe represents one of the largest NDAA-compliant pouch manufacturing capacities in the world, combined with our best-in-class energy density and performance, based on the strong customer demand we are seeing, we are looking at securing orders well into 2028. We are also seeking additional NDAA-compliant manufacturing capacity for both pouch and cylindrical cells to address the strong demand for these products. These cells will be for drones, but also for broader unmanned and mobility applications. We recently announced a framework agreement with Doroni, where we will be responsible for designing and developing the complete battery pack for their H1-X eVTOL.

Letter to Our Shareholders

Q2 2026

SES to design and develop the complete battery pack powering Doroni’s H1-X, a next-generation two-seat eVTOL.

Accelerating Product Development Using AI4Materials – Molecular Universe

On Molecular Universe, we released MU-3.0. This is the most powerful and complete end-to-end workflow automation platform in energy storage. We sold a Search-in-a-Box module to one of the largest battery makers in the world, and we are trialing the full MU-3.0 workflow integrated with autonomous labs with many more. We do have competitors in AI for Materials, but none offer solutions as complete, accurate, and, most importantly, secure as ours. Many of our customers switched to MU after trying our competitors’ offerings. Many of our competitors try to offer building blocks through cloud-based toolkits, but product development is more

than a toolkit. Very few enterprise customers would allow their proprietary data to leave their premises or be used to train external models. It requires a fully secured, on-premises integration of domain expertise, experimental data, and computational chemistry simulations in a full-stack solution.

Some of the materials discovered by Molecular Universe have completed testing and entered early-stage commercial pilot deployment. We continue to build our pipeline—roughly half a dozen customers have progressed through second-phase testing of materials discovered through Molecular Universe—and we remain focused on converting this pipeline into our first commercial supply agreement in the second half of the year.

We expect to release MU-4.0 later this year. It will feature the ability to generate new molecules based on desired properties. MU-4.0 will be integrated with autonomous lab hardware, enabling users to generate or discover new molecules, synthesize them, validate them in full devices, and feed the resulting experimental data back to train their own foundation models—all fully secured and deployed on-premises. This flywheel connects simulation with experimental validation, can organize and generate high-quality data, and train models fully secured and on-premises. Without humans in the loop, we believe it can operate far faster than humans ever can.

Letter to Our Shareholders

Q2 2026

While some investors may be underestimating Molecular Universe, especially when viewed purely through the lens of near-term monetization, we believe that over the next 3 to 5 years, Molecular Universe will power the majority of product development, particularly in energy storage, before expanding into complex fluids and eventually other material applications.

New Board Member

We are honored to bring on Paul Diemer to our board of directors. Paul previously served as the CTO of Flex’s Power business, where he led the Critical and Embedded Power group, which was responsible for delivering power solutions to data centers and other industrial systems. In addition to his role at Flex, he oversaw new EV product architectures at BorgWarner and currently serves as SVP of Corporate Engineering at Generac Power Systems.

Financial Highlights

Revenue and Gross Margin

Our revenue for the second quarter was $5.1 million, compared to $6.7 million in the first quarter of 2026 and $3.5 million in the second quarter of 2025. Notably, this quarter validated our commercial momentum — for the first time, we saw revenue contribution across all product lines: ESS, drone battery cells, materials, and Molecular Universe. Our GAAP gross margin was 22.6% in the second quarter, an improvement from 18.1% in the

first quarter of 2026. The improvement was primarily driven by our ESS products, where we saw a higher mix of international sales and continued pricing discipline.

Operating Expenses

Turning to operating expenses, our GAAP operating expenses for the second quarter were $20.3 million, compared to $19.1 million in the first quarter of 2026. The slight sequential increase was primarily due to a bad-debt provision related to a legacy EV service contract. Year over year, however, operating expenses were down 26%, and we remain confident in our ability to sustain an operating expense reduction of more than 20% year over year.

Net Loss and Adjusted EBITDA

Our GAAP net loss for the second quarter was $17.8 million, or a $0.05 loss per share, compared to a GAAP net loss of $12.1 million, or $0.04 loss per share, in the first quarter of 2026. The sequential increase in GAAP net loss was primarily driven by a non-cash change in the fair value of the sponsor earn-out liabilities.

Excluding the change in fair value of Sponsor Earn-Out liabilities, stock-based compensation, depreciation and amortization, and including interest income, our non-GAAP net loss for the second quarter was $13.1 million, or a $0.04 loss per share, compared to a non-GAAP net loss of $11.1 million, or a $0.03 loss per share, in the first quarter of 2026. The sequential widening in non-GAAP net

Letter to Our Shareholders

Q2 2026

loss was primarily due to slightly lower revenue in the second quarter and the bad-debt provision mentioned earlier.

Looking ahead, we expect our net loss to narrow in the second half of the year, driven by a pickup in revenue and continued reductions in operating expenses as our cost reduction program takes full effect. Adjusted EBITDA for the second quarter of 2026 was a loss of $14.6 million, compared to a loss of $12.8 million in the first quarter of 2026.

Liquidity and Cash Flow

We exited the second quarter with cash, cash equivalents, and short-term investments of approximately $163 million. Our CapEx-light business model remains a core financial discipline, and we are confident that our current liquidity provides a runway to fund operations and execute on our 2026 growth initiatives. This strong liquidity position also gives us the flexibility to pursue inorganic growth opportunities, including M&A, that complement our multi-business platform strategy, while maintaining financial discipline.

2026 Financial Outlook

For full-year 2026, we are reaffirming our revenue guidance of $30 million to $35 million. We are focused on building on the revenue we are generating across all our product lines. With Energy Storage Systems continuing to be our largest revenue source, we are looking for increased contributions from drone cells, materials, and Molecular Universe as we expand our sales and marketing teams and build the pipeline. On a blended basis, we continue to expect consolidated gross margin of approximately 15%, with room for improvement as we scale and add higher-margin revenue streams. As we look to the second half of the year, our priorities are clear. We expect to continue scaling Energy Storage Systems and Edge Box distribution, convert our drone qualification pipeline into commercial orders as the Chungju ramp-up completes, and close our first supply agreement for materials discovered through Molecular Universe.

Thank you to the team for their continued execution, and thank you all for your continued interest in SES AI.

Qichao Hu

Founder, CEO and Chairman

Ray Liu

Chief Financial Officer

Letter to Our Shareholders

Q2 2026

SES AI Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)

June 30, 2026

December 31, 2025

Assets

Current Assets

Cash and cash equivalents

64,136

29,541

Short-term investments

98,862

170,091

Accounts receivable

7,749

4,783

Inventories

8,435

5,154

Prepaid expenses and other assets

6,808

6,707

Total current assets

185,990

216,276

Property and equipment, net

24,225

28,866

Goodwill

13,272

Intangible assets, net

2,689

2,809

Right-of-use assets, net

6,356

7,638

Deferred tax assets

1,522

1,521

Other assets, non-current

2,159

2,264

Total assets

236,213

272,646

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

5,617

5,694

Operating lease liabilities

1,629

2,298

Deferred consideration, current

7,966

1,093

Accrued expenses and other liabilities

13,316

15,071

Total current liabilities

28,528

24,156

Sponsor Earn-Out liabilities

3,571

7,795

Operating lease liabilities, non-current

5,074

5,813

Unearned government grant

8,567

9,042

Deferred consideration, non-current

—

7,677

Other liabilities, non-current

3,412

3,408

Total liabilities

49,152

57,891

Stockholders’ Equity

Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 327,266,996 and 321,551,078 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively;

Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

590,203

588,355

Accumulated deficit

(401,914)

(371,911)

Accumulated other comprehensive loss

(1,267)

(1,726)

Total stockholders' equity attributable to SES

187,059

214,755

Non-controlling interests

—

Total equity

187,061

214,755

Total liabilities and stockholders' equity

236,213

272,646

Letter to Our Shareholders

Q2 2026

SES AI Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except share and per share amounts)

2026

2025

2026

2025

Revenue from contracts with customers:

Revenue

5,072

3,527

11,783

9,320

Cost of revenues

3,925

927

9,421

2,163

Gross profit

1,147

2,600

2,362

7,157

Operating expenses:

Research and development

11,362

19,087

22,393

39,597

General and administrative

8,981

6,520

17,034

13,840

Total operating expenses

20,343

25,607

39,427

53,437

Loss from operations

(19,196)

(23,007)

(37,065)

(46,280)

Other income:

Gain (Loss) on change in fair value of Sponsor Earn-Out liabilities

(1,443)

4,224

6,436

Interest income

1,470

2,367

3,166

5,037

Miscellaneous (expense) income, net

(63)

100

218

396

Total other income, net

1,423

1,024

7,608

11,869

Loss before income taxes

(17,773)

(21,983)

(29,457)

(34,411)

Provision for income taxes

(132)

(668)

(546)

(672)

Net loss

(17,905)

(22,651)

(30,003)

(35,083)

Less: Net income attributable to non-controlling interests

—

Net loss attributable to SES

(17,903)

(22,651)

(30,001)

(35,083)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

(283)

739

(236)

Unrealized gain (loss) on short-term investments

(55)

(280)

(75)

Total other comprehensive (loss) income, net of tax

(28)

(338)

459

(311)

Total comprehensive loss

(17,931)

(22,989)

(29,542)

(35,394)

Net loss per share attributable to common stockholders:

Basic and diluted

(0.05)

(0.07)

(0.09)

(0.11)

Weighted-average shares outstanding:

Basic and diluted

336,324,962

331,731,923

334,592,319

330,539,801

Letter to Our Shareholders

Q2 2026

SES AI Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,

(in thousands)

2026

2025

Cash Flows From Operating Activities

Net loss

(30,003)

(35,083)

Adjustments to reconcile net loss to net cash used in operating activities:

Gain from change in fair value of Sponsor Earn-Out liabilities

(4,224)

(6,436)

Stock-based compensation

4,102

6,686

Depreciation and amortization

5,365

5,043

Gain from change in fair value of deferred consideration

(1,044)

—

Accretion income from available-for-sale short-term investments

(839)

(1,734)

Other

676

103

Changes in operating assets and liabilities:

Accounts receivable

(2,864)

(2,059)

Inventories

(3,103)

103

Prepaid expenses and other assets

2,338

Right-of-use assets

1,273

1,272

Accounts payable

149

(25)

Lease liabilities

(1,394)

(1,350)

Accrued expenses and other liabilities

(1,775)

(2,512)

Net cash used in operating activities

(33,627)

(33,654)

Cash Flows From Investing Activities

Purchases of property and equipment

(986)

(1,720)

Purchase of short-term investments

(31,990)

(162,267)

Proceeds from the maturities of short-term investments

103,581

80,800

Net cash provided by (used in) investing activities

70,605

(83,187)

Cash Flows From Financing Activities

Payments for taxes withheld on vesting of restricted stock

(2,429)

(358)

Proceeds from stock option exercises

176

Net cash used in financing activities

(2,253)

(345)

Effect of exchange rates on cash

(175)

199

Net increase (decrease) in cash, cash equivalents and restricted cash

34,550

(116,987)

Cash, cash equivalents and restricted cash at beginning of period

30,213

129,395

Cash, cash equivalents and restricted cash at end of period

64,763

12,408

Supplemental Cash and Non-Cash Information:

Accounts payable and accrued expenses related to purchases of property and equipment

327

1,005

Letter to Our Shareholders

Q2 2026

SES AI Corporation – Supplemental Non-GAAP Information

(Unaudited)

GAAP

Non-GAAP

(in thousands, except per share amount)

Q2 2026

Q2 2025

Q1 2026

Q2 2026

Q2 2025

Q1 2026

Revenue

5,072

3,527

6,711

5,072

3,527

6,711

Gross profit

1,147

2,600

1,215

1,151

2,709

1,225

Gross margin

22.6%

73.7%

18.1%

22.7%

76.8%

18.3%

Operating expenses

20,343

25,606

19,084

15,674

30,737

14,300

Loss from operations

(19,196)

(23,006)

(17,869)

(14,523)

(17,766)

(13,075)

Net loss

(17,905)

(22,651)

(12,098)

(13,116)

(15,300)

(11,098)

Basic and diluted Earnings per Share ("EPS")

(0.05)

(0.07)

(0.04)

(0.05)

(0.03)

Reconciliation of Non GAAP Financial Measures

Three Months Ended

Period/Year Ended

(in thousands)

June 30, 2026

June 30, 2025

March 31, 2026

June 30, 2026

December 31, 2025

December 31, 2024

Gross profit (GAAP)

1,147

2,600

1,215

2,362

11,307

1,288

Stock-based compensation

339

Depreciation and amortization

Gross profit (Non-GAAP)

1,151

2,709

1,225

2,376

11,692

1,324

Gross margin (GAAP)

22.6%

73.7%

18.1%

20.0%

53.8%

63.1%

Stock-based compensation

0.0%

2.6%

0.1%

1.6%

0.9%

Depreciation and amortization

0.1%

0.5%

0.0%

0.1%

0.3%

0.9%

Gross margin (Non-GAAP)

22.7%

76.8%

18.3%

20.2%

55.7%

64.9%

Operating expenses (GAAP)

20,343

25,606

19,084

39,427

93,921

110,536

Stock-based compensation

(1,985)

2,620

(2,109)

(4,094)

(10,632)

(19,917)

Depreciation and amortization

(2,684)

2,511

(2,675)

(5,359)

(10,249)

(8,290)

Operating expenses (Non-GAAP)

15,674

30,737

14,300

29,974

73,040

82,329

Loss from operations (GAAP)

(19,196)

(23,006)

(17,869)

(37,065)

(82,614)

(109,248)

Stock-based compensation

1,986

2,713

2,116

4,102

10,971

19,935

Depreciation and amortization

2,687

2,527

2,678

5,365

10,295

8,308

Loss from operations (Non-GAAP)

(14,523)

(17,766)

(13,075)

(27,598)

(61,348)

(81,005)

Net loss (GAAP)

(17,905)

(22,651)

(12,098)

(30,003)

(73,040)

(100,185)

Interest income

(1,470)

(2,367)

(1,696)

(3,166)

(9,338)

(15,036)

Depreciation and amortization expense

2,687

2,527

2,678

5,365

10,295

8,308

Benefit (provision) from income taxes

132

668

414

546

231

188

EBITDA

(16,556)

(21,823)

(10,702)

(27,258)

(71,852)

(106,725)

(Gain) loss on change in fair value of Sponsor Earn-Out liabilities

(16)

1,443

(4,208)

(4,224)

(1,677)

5,306

Stock-based compensation

1,986

2,713

2,116

4,102

10,971

19,935

Adjusted EBITDA

(14,586)

(17,667)

(12,794)

(27,380)

(62,558)

(81,484)

Letter to Our Shareholders

Q2 2026

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1,470

2,367

1,696

3,166

9,338

15,036

Net loss (Non-GAAP)

(13,116)

(15,300)

(11,098)

(24,214)

(53,220)

(66,448)

Weighted-average shares outstanding

336,324,962

331,732,000

332,840,425

330,917,166

321,824,143

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(0.05)

(0.07)

(0.04)

(0.09)

(0.22)

(0.31)

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(0.04)

(0.05)

(0.03)

(0.07)

(0.16)

(0.21)

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(0.05)

(0.07)

(0.04)

(0.09)

(0.22)

(0.31)

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0.02

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0.03

0.06

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0.02

0.03

0.02

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(0.04)

(0.05)

(0.03)

(0.07)

(0.16)

(0.21)

Forward-Looking Statements

Letter to Our Shareholders

Q2 2026

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “will,” “goal,” “prioritize,” “plan,” “target,” “expect,” “focus,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” “project” and “pursue” or the negative of these terms or similar expressions. These statements are based on the beliefs and assumptions of the management of the Company. You should not place undue reliance on these forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to, among other things, the risk that the market for the Molecular Universe platform is still emerging, and may not achieve the customer interest or growth potential that SES AI expects; risks related to the development and commercialization of SES AI’s battery technology and the timing and achievement of expected business milestones; risks relating to the uncertainty of achieving and maintaining profitability; risks relating to the uncertainty of meeting future capital requirements; risks relating to the integration of Shenzhen UZ Energy Co., Ltd. into the business of SES; the market for drones, robotics and air mobility, and for use of SES technology in such applications, is still emerging and may not achieve the growth potential we expect; we may be unable to secure the level of drone cell orders we expect from our NDAA-compliant line in Korea; potential supply chain difficulties; the ability to obtain raw materials, components or equipment through new or existing supply relationships; our use of artificial intelligence and machine learning may result in legal and regulatory risk; risks resulting from SES’s strategic alliances and investments; product liability and other potential litigation, regulation and legal compliance; SES’s ability to attract, train and retain highly skilled employees and key personnel; developments in alternative technology or other fossil fuel alternatives; risks related to SES’s intellectual property; business, regulatory, political, operational, financial and economic risks related to SES’s business operations outside the United States; SES’s failure to satisfy certain NYSE listing requirements may result in its Class A common stock or public warrants being delisted from the NYSE, which could eliminate or adversely affect the trading market for SES Class A common stock or public warrants; the volatility of SES’s common stock and value of SES’s public warrants; SES has, in the past, identified material weaknesses in its internal control over financial reporting and may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, and other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents that we have filed, or that we will file, with the SEC. Any forward-looking statements made by us in this press release speak only as of the date on which they are made and subsequent events may cause these expectations to change. We disclaim any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

This letter includes the use of non-GAAP financial measures, which are intended to provide supplemental information regarding our performance. These non-GAAP measures include Gross profit (Non-GAAP), Gross margin (Non-GAAP), Operating expenses (Non-GAAP), Loss from operations (Non-GAAP), EBITDA, adjusted EBITDA, Net loss (Non-GAAP) attributable to SES shareholders, and Earnings per share (Non-GAAP).

Letter to Our Shareholders

Q2 2026

companies may calculate similar non-GAAP measures differently. Non-GAAP financial measures have limitations, including that they exclude the impact of certain items that are included in the most directly comparable measure calculated and presented in accordance with GAAP, which adjustments reflect the exercise of judgment by management. We believe that these non-GAAP measures, when considered together with the GAAP results, provide investors with an additional understanding of our operating performance. Reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the supplemental non-GAAP information section at the end of this press release.

As presented in the “Reconciliation of Non-GAAP Financial Measures” tables below, each of the non-GAAP financial measures excludes the impact of one or more of the following items for purposes of calculating non-GAAP financial measures to facilitate an evaluation of SES’s current operating performance and a comparison to its past operating performance:

Stock-based compensation expense. SES excludes the impact of stock-based compensation expense from its non-GAAP measures primarily because they are non-cash in nature. Moreover, the impact of this expense is significantly affected by SES’s stock price at the time of an award, which can be volatile and over which management has limited to no control.

Depreciation and amortization. This item represents depreciation and amortization of purchased long-lived assets and acquired intangible assets, which are both non-cash expenses. Acquisition related amortization of acquired intangible assets are not reflective of SES’s ongoing financial performance.

Interest income. This item consists primarily of interest income on short term debt securities that primarily includes accretion income from the debt securities as they progress towards their maturity date.

Benefit (provision) from income taxes. This item represents the amount adjusted to SES’s GAAP tax provision or benefit to exclude the impact of the income tax effects of GAAP adjustments that are not reflective of SES’s ongoing financial performance.

(Loss) gain on change in fair value of Sponsor Earn-Out Liability. This item represents the amount adjusted to SES’s GAAP fair value liability for Sponsor Earn-Out shares, which is a non-cash adjustment that is more tied to the change in stock price rather than management’s operational performance.

Definitions

Gross profit (Non-GAAP), Gross margin (Non-GAAP), Operating expenses (Non-GAAP), and Loss from operations (Non-GAAP) represent, in each case, the corresponding GAAP financial measure adjusted to exclude the impact of stock-based compensation expense and depreciation and amortization.

EBITDA represents net loss attributable to SES shareholders adjusted to exclude the impact of interest income, taxes, depreciation and amortization.

Adjusted EBITDA represents EBITDA adjusted to exclude the impact of loss (gain) on change in fair value of Sponsor Earn-Out liability and stock-based compensation.

Net loss (Non-GAAP) attributable to SES shareholders represents Adjusted EBITDA adjusted further to reinclude the impact of interest income.

Earnings per share (Non-GAAP) represents earnings (loss) per share adjusted to exclude the impact of taxes, depreciation and amortization, loss (gain) on change in fair value of Sponsor Earn-Out liability and stock-based compensation.

Letter to Our Shareholders

Q2 2026

EX-99.2

Filename: ses-20260806xex99d2.htm · Sequence: 3

Exhibit 99.2

Beyond Li-ion™

SES AI Reports Second Quarter 2026 Financial Results

Reports second quarter revenue of $5.1 million

Improved second quarter gross margin to 22.3%

UZ Energy named certified battery partner by Sol-Ark, a top U.S. inverter producer

Paul Diemer, ex-CTO of Flex Power, Added to Board of Directors

Maintained strong liquidity position with approximately $163 million

Affirmed full year 2026 revenue guidance of $30 million to $35 million

Highlights

● Reported $5.1 million revenue in the second quarter 2026, compared to $6.7 million in the first quarter 2026

● GAAP net loss in the second quarter 2026 of $17.8 million, or $0.05 loss per share, compared to a GAAP net loss of $12.1 million, or $0.04 loss per share in the first quarter 2026

● Non-GAAP net loss in the second quarter 2026 of $13.1 million, or $0.04 loss per share, compared to a non-GAAP loss of $11.1 million, or $0.03 loss per share in the first quarter 2026

● Gross margin improved to 22.3% in the second quarter 2026, from 18.1% in the first quarter 2026

● Materials contributed $1.2 million in revenue in the second quarter 2026

● Molecular Universe’s “Search in a Box” generated revenue from a multi-year subscription commitment with a major global battery manufacturer

● Sol-Ark’s certification of UZ Energy opens a large and established residential energy storage ecosystem and creates an immediate path to compete for U.S. battery sales

● Affirmed previously issued full year 2026 revenue guidance in a range of $30 million to $35 million

Woburn, MA (August 11, 2026) - SES AI Corporation (“SES AI”) (NYSE: SES), a global leader in the development and manufacturing of AI-enhanced high-performance Li-Metal and Li-ion batteries, today announced its business results for the second quarter ended June 30, 2026 and affirmed its previously issued financial guidance for the year ending December 31, 2026.

The Company posted a Letter to Our Shareholders on its Investor Relations website, which provides a business update, details on its second quarter 2026 results, and its guidance for 2026.

Dr. Qichao Hu, Founder and CEO of SES AI, noted, “SES is solving two of the most difficult challenges in energy storage – accelerating product development using AI4Materials and building a robust supply chain to manufacture these products. In the second quarter, we began seeing significant commercial milestones, and we are very excited about the path we are on. For ESS, this is our largest revenue generating unit. We are making great progress especially in the US market, we were selected by Sol-Ark as a certified battery partner, and we brought on Paul Diemer, ex-CTO of Flex Power, to our board to help guide our ESS strategy. We continue to hire a stellar team with backgrounds in leading AI data center total solutions providers to execute on and deliver our exciting ESS growth.”

“For drones and unmanned systems, we are recruiting a team that has sold to defense and commercial drones. We are just one month away from reaching the scale of 1 million NDAA-compliant cells per year in our Korea plant and are already in the process of securing orders well into 2028,” stated Dr. Hu. “MU contributed its first ever revenue from a multi-year Search in a Box subscription commitment with a major global battery manufacturer, validating Molecular Universe’s commercial value.”

The Company will hold a conference call later today at 5:00 p.m. Eastern Time.

A webcast of the live conference call will be available through SES’s Investor Relations website, https://investors.ses.ai. The following link can be used to register in advance for the call: https://events.q4inc.com/attendee/167359368.

The conference call can also be accessed live over the phone by dialing the following numbers:

United States (Toll Free): +1 833-461-5787

International: +1 626-884-3620

https://events.q4inc.com/attendee/167359368

Access Code: 167359368

A webcast replay will be available shortly after the call at:

https://investors.ses.ai/events-and-presentations/events/default.aspx

About SES AI:

SES AI Corp. (NYSE: SES) is powering the future of global electric transportation with the world’s most advanced Li-Metal batteries. SES AI is the first battery company in the world to accelerate its pace of innovation by utilizing superintelligent AI across the spectrum of its business, from research and development; materials sourcing; cell design; engineering and manufacturing; to battery health and safety monitoring. Founded in 2012, SES AI is an Li-Metal battery developer and manufacturer headquartered in Boston and with operations in Singapore, China, and South Korea. Learn more at SES.AI.

SES AI may use its website as a distribution channel of material company information. Financial and other important information regarding SES AI 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 SES AI’s press releases, Securities and Exchange Commission filings and public conference calls and webcasts.

Non-GAAP Financial Measures

This press release includes the use of non-GAAP financial measures, which are intended to provide supplemental information regarding our performance. These non-GAAP measures include Gross profit (Non-GAAP), Gross margin (Non-GAAP), Operating expenses (Non-GAAP), Loss from operations (Non-GAAP), EBITDA, adjusted EBITDA, Net loss (Non-GAAP) attributable to SES shareholders, and Earnings per share (Non-GAAP).

We use these non-GAAP measures to supplement our financial reporting and to evaluate ongoing operations and results, facilitate internal planning and forecasting, and assess performance against prior periods, industry peers, and the broader market. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles (GAAP) and should not be considered as an alternative to GAAP results. Industry peers and other companies may calculate similar non-GAAP measures differently. Non-GAAP financial measures have limitations, including that they exclude the impact of certain items that are included in the most directly comparable measure calculated and presented in accordance with GAAP, which adjustments reflect the exercise of judgment by management. We believe that these non-GAAP measures, when considered together with the GAAP results, provide investors with an additional understanding of our operating performance. Reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the supplemental non-GAAP information section at the end of this press release.

Definitions

EBITDA represents net loss attributable to SES shareholders adjusted to exclude the impact of interest income, taxes, depreciation and amortization.

Adjusted EBITDA represents EBITDA adjusted to exclude the impact of loss (gain) on change in fair value of Sponsor Earn-Out liability and stock-based compensation.

Net loss (Non-GAAP) attributable to SES shareholders represents Adjusted EBITDA adjusted further to reinclude the impact of interest income.

Forward-Looking Statements

“believe,” “estimate,” “continue,” “anticipate,” “project” and “pursue” or the negative of these terms or similar expressions. These statements are based on the beliefs and assumptions of the management of the Company. You should not place undue reliance on these forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to, among other things, the risk that the market for the Molecular Universe platform is still emerging, and may not achieve the customer interest or growth potential that SES AI expects; risks related to the development and commercialization of SES AI’s battery technology and the timing and achievement of expected business milestones; risks relating to the uncertainty of achieving and maintaining profitability; risks relating to the uncertainty of meeting future capital requirements; risks relating to the integration of Shenzhen UZ Energy Co., Ltd. into the business of SES; the market for drones, robotics and air mobility, and for use of SES technology in such applications, is still emerging and may not achieve the growth potential we expect; we may be unable to secure the level of drone cell orders we expect from our NDAA-compliant line in Korea; potential supply chain difficulties; the ability to obtain raw materials, components or equipment through new or existing supply relationships; our use of artificial intelligence and machine learning may result in legal and regulatory risk; risks resulting from SES’s strategic alliances and investments; product liability and other potential litigation, regulation and legal compliance; SES’s ability to attract, train and retain highly skilled employees and key personnel; developments in alternative technology or other fossil fuel alternatives; risks related to SES’s intellectual property; business, regulatory, political, operational, financial and economic risks related to SES’s business operations outside the United States; SES’s failure to satisfy certain NYSE listing requirements may result in its Class A common stock or public warrants being delisted from the NYSE, which could eliminate or adversely affect the trading market for SES Class A common stock or public warrants; the volatility of SES’s common stock and value of SES’s public warrants; SES has, in the past, identified material weaknesses in its internal control over financial reporting and may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, and other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents that we have filed, or that we will file, with the SEC. Any forward-looking statements made by us in this press release speak only as of the date on which they are made and subsequent events may cause these expectations to change. We disclaim any

obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

For the media: pr@ses.ai

For investors: ir@ses.ai

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