Pony AI: $19.6M proposed sale of 3M ADSs

At expiration, the prepaid forward contract can be settled with a cash payment or delivery of the required number of shares.

Rhea-AI Filing Summary

Pony AI Inc. securities are the subject of a Form 144 notice for a proposed sale of 3,000,000 ADSs, each representing one Class A ordinary share, with an aggregate market value of $19,620,000. The notice identifies Jun Peng as a Director & Officer and says he is filing as owner of MyKornucopia Limited, not directly selling the referenced shares. The ADSs are subject to a prepaid forward sale contract between MyKornucopia and Goldman Sachs International; at expiration, settlement may be in cash or by delivery of the required shares. MyKornucopia pledged 3,000,000 Class B ordinary shares to secure its obligations.

Key Figures

ADSs proposed for sale: 3,000,000 ADSs Aggregate market value: $19,620,000 ADS representation: 1 ADS represents 1 Class A ordinary share +2 more

5 metrics

ADSs proposed for sale 3,000,000 ADSs Form 144 notice

Aggregate market value $19,620,000 Proposed ADS sale

ADS representation 1 ADS represents 1 Class A ordinary share Securities identified for sale

Class B ordinary shares pledged 3,000,000 shares Pledged by MyKornucopia to secure its obligations

Approximate sale date September 30, 2026 Date listed for the proposed sale

Key Terms

ADS, prepaid forward sale contract, collar financing, Rule 144

4 terms

ADS financial

"ADS (each ADS represents one Class A ordinary share)"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

prepaid forward sale contract financial

"subject to a prepaid forward sale contract"

collar financing financial

"contract (aka "collar financing") between MyKornucopia Limited"

Rule 144 regulatory

"definition of "person" in paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PONY ADSs are covered by the proposed sale?

The notice reports a proposed sale of 3,000,000 ADSs, each representing one Class A ordinary share, at an aggregate market value of $19,620,000; it lists September 30, 2026 as the approximate sale date.

How does the PONY-related prepaid forward contract settle?

The contract provides for cash payment to MyKornucopia based on the ADSs’ then-current market price. At expiration, MyKornucopia settles by cash payment or delivery of the required number of shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 06:08 PM Accepted by SEC EDGAR 09/30/2026 - 06:08 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002067495
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	PONY AI INC.
SEC File Number	001-42409
Address of Issuer	1301 Pearl Development Bldg. 1 Mingzhu 1st ST, Hengli TWN, Nansha DIST Guangzhou CHINA 511458
Phone	86-020-3466-7656
Name of Person for Whose Account the Securities are To Be Sold	Jun Peng
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director & Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADS (each ADS represents one Class A ordinary share)	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	3000000	19620000	354095390	09/30/2026	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordinary Share	11/30/2016	ESOP	Pony AI Inc.			3000000	11/30/2016	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	In accordance with the procedures described in the Commission's interpretive letter to Goldman, Sachs & Co. dated December 20, 1999 and the Commission's interpretative letter to Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Inc. dated December 1, 2011, the ADSs disclosed in Sec 3(c) are subject to a prepaid forward sale contract (aka "collar financing") between MyKornucopia Limited ("MyKornucopia") and Goldman Sachs International ("GS"). The contract provides for cash payment to MyKornucopia based on the then-current market price of the ADSs. Upon expiration of the contract, MyKornucopia will settle with cash payment or by delivering required number of shares. MyKornucopia pledged 3,000,000 Class B ordinary shares to secure its obligations. Any hedging activity under the contract will be conducted by broker name in Sec 3(b). Jun Peng is not directly selling shares referenced in this Form 144 but is filing as owner of MyKornucopia.
Date of Notice	09/30/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Goldman Sachs & Co. LLC on behalf of Jun Peng
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)