SEC Form 4 · accession 0001104659-26-078822
Pony AI Inc. · PONY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ning Zhang
Officer — Vice President
Period of report
Jun 25, 2026
Accepted (ET)
Jun 29, 2026 · 4:07 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001969302
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1 | Jun 25, 2026 | M | 3,667 | — | A | 616,206 | D | |
| Class A Ordinary SharesF1 | Jun 25, 2026 | M | 1,250 | — | A | 617,456 | D | |
| Class A Ordinary SharesF1 | Jun 25, 2026 | M | 10,000 | — | A | 627,456 | D | |
| Class A Ordinary SharesF1 | Jun 25, 2026 | M | 20,000 | — | A | 647,456 | D | |
| Class A Ordinary SharesF2 | Jun 26, 2026 | S | 17,347 | $6.8596 | D | 630,109 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F8 | — | Jun 25, 2026 | M | 3,667 | D | — | — | Class A Ordinary Shares | 3,667 | 0 | D |
| Restricted Stock UnitsF3,F5,F8 | — | Jun 25, 2026 | M | 1,250 | D | — | — | Class A Ordinary Shares | 1,250 | 4,167 | D |
| Restricted Stock UnitsF3,F6,F8 | — | Jun 25, 2026 | M | 10,000 | D | — | — | Class A Ordinary Shares | 10,000 | 56,667 | D |
| Restricted Stock UnitsF3,F7,F8 | — | Jun 25, 2026 | M | 20,000 | D | — | — | Class A Ordinary Shares | 20,000 | 186,668 | D |
Explanation of responses
- F1Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.
- F2Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.
- F3Each RSU represents the right to receive, upon vesting, one Class A ordinary share.
- F4This RSU award was granted on May 28, 2021. The vesting schedules are 20% of the total RSU granted shall vest on the first anniversary of April 1, 2021, and the remaining 80% of the total RSU granted are scheduled to vest equally with 5% at the 25th day of the last month of each quarter thereafter.
- F5This RSU award was granted on May 15, 2023. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of April 1, 2023, and the remaining 75% of the total RSU granted are scheduled to vest equally with 6.25% at the 25th day of the last month of each quarter thereafter.
- F6This RSU award was granted on December 10, 2023. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of November 1, 2023, and the remaining 75% of the total RSU granted are scheduled to vest equally with 6.25% at the 25th day of the last month of each quarter thereafter.
- F7This RSU award was granted on December 4, 2024. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of October 31, 2024, and the remaining 75% of the total RSU granted are scheduled to vest equally with 6.25% at the 25th day of the last month of each quarter thereafter.
- F8This grant does not have an expiration date.