Pony AI (NASDAQ: PONY) insider sale of 17,347 ADSs to cover taxes

Rhea-AI Filing Summary

Pony AI Inc. reported insider sales of ADSs to cover tax obligations. The filing lists 17,347 ADSs with an intended sale date of 06/26/2026 described as "ADS each representing one Class A ordinary share sold to cover tax only" following vesting of restricted share units under the 2016 Share Plan. The excerpt also shows a prior disposition of 22,946 ADSs on 03/30/2026 with proceeds of $199,343.38.

Insights

Corporate Governance Analyst

Routine tax withholding sales after RSU vesting; no material governance signal.

The filing documents that restricted share units vested and were settled by selling ADSs "to cover tax only." This is a standard compensation-related disposition and does not indicate discretionary open-market selling by the reporting person.

Timing and cash-flow treatment are linked to vesting events on 06/26/2026 and a prior disposition on 03/30/2026. Subsequent filings would show any additional sales or changes in beneficial ownership.

Key Figures

Planned ADS sale: 17,347 ADSs Prior disposition: 22,946 ADSs Proceeds reported: $199,343.38

3 metrics

Planned ADS sale 17,347 ADSs intended sale date <date>06/26/2026</date> described as "sold to cover tax only"

Prior disposition 22,946 ADSs sold on <date>03/30/2026</date> following RSU vesting

Proceeds reported $199,343.38 proceeds tied to the 03/30/2026 disposition in the excerpt

Key Terms

ADS, Restricted Share Units, sold to cover tax only

3 terms

ADS market

""ADS each representing one Class A ordinary share sold to cover tax only""

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.

Restricted Share Units financial

" "VESTING OF RESTRICTED SHARE UNITS GRANTED PURSUANT TO ISSUER 2016 SHARE PLAN""

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

sold to cover tax only regulatory

""sold to cover tax only" following vesting of restricted share units"

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Available on EDGAR 06/26/2026 - 04:00 PM Accepted by SEC EDGAR 06/26/2026 - 04:00 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
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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 REPRESENTING ONE CLASS A ORDINARY SHARE SOLD TO COVER TAX ONLY	CITIGROUP GLOBAL MARKETS 390 GREENWICH ST NEW YORK NY 10013	17347	120214.71	352452783	06/26/2026	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 *
ADS EACH REPRESENTING ONE CLASS A ORDINARY SHARE SOLD TO COVER TAX ONLY	06/26/2026	VESTING OF RESTRICTED SHARE UNITS GRANTED PURSUANT TO ISSUER 2016 SHARE PLAN	PONY AI INC			17347	06/26/2026	VESTING OF RESTRICTED SHARE UNITS

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
ZHANG NING 1301 PEARL DEVELOPMENT BUILDING 1 MINGZHU 1ST ST, HENGLI TWN, NANSHA DIST GUANGZHOU F4 511458	ADS EACH REPRESENTING ONE CLASS A ORDINARY SHARE SOLD TO COVER TAX ONLY	03/30/2026	22946	199343.38

144: Remarks and Signature

Remarks

Date of Notice

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Pony AI (PONY) disclose in the Form 144 filing?

The filing discloses insider sales of ADSs to cover tax obligations following RSU vesting. It lists 17,347 ADSs with an intended sale date of 06/26/2026 and references the issuer's 2016 Share Plan.

How many ADSs were sold previously and for how much?

A prior disposition listed 22,946 ADSs on 03/30/2026. The filing shows proceeds of $199,343.38 associated with that sale in the excerpt provided.

Were the ADS sales discretionary open-market trades?

No — the excerpt describes the transactions as "sold to cover tax only" following RSU vesting, indicating they were tax-withholding settlements tied to compensation events.

Which securities were used to satisfy tax obligations?

The filing specifies ADSs, each representing one Class A ordinary share, were sold to cover tax obligations arising from the vesting of restricted share units.

Does the filing state who received the sale proceeds?

The excerpt does not state the recipient of proceeds beyond noting the sales were to cover tax obligations; the cash-flow recipient is not detailed in the provided text.