Pony AI Inc. (PONY) to sell 31,561 ADS to cover tax on vested RSUs

Rhea-AI Filing Summary

Pony AI Inc. reported a proposed sale of 31,561 ADS (each representing one Class A ordinary share) in a Form 144 dated 03/30/2026, described as a sale to cover tax only related to the vesting of restricted share units under the issuer's 2016 Share Plan. The transaction lists Citigroup Global Markets as broker-dealer.

Insights

Equity Compensation Specialist

Vesting-driven, tax-withholding sale of RSUs via ADSs.

The filing documents a routine sale tied to the vesting of restricted share units under the 2016 Share Plan; the sale is characterized as "to cover tax only," indicating a withholding/disposition event rather than discretionary open-market liquidation. Cash-flow treatment and net proceeds recipients are stated as tax coverage.

Timing is explicit: 03/30/2026. Subsequent filings may show settlement details or remaining holdings.

Key Figures

ADS offered: 31,561 ADS Filing date: 03/30/2026 Broker-dealer listed: Citigroup Global Markets +2 more

5 metrics

ADS offered 31,561 ADS proposed sale on 03/30/2026

Filing date 03/30/2026 Form 144 submission

Broker-dealer listed Citigroup Global Markets broker handling proposed sale

Instrument description ADS each representing one Class A ordinary share security type being sold

Plan referenced Issuer 2016 Share Plan source of vested RSUs

Key Terms

ADS, Form 144, Restricted Share Units

3 terms

ADS financial

"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.

Form 144 regulatory

"Securities To Be Sold ... VESTING OF RESTRICTED SHARE UNITS"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's 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.

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	31561	288467.54	352452783	03/30/2026	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 *
ADS EACH REPRESENTING ONE CLASS A ORDINARY SHARE	03/30/2026	VESTING OF RESTRICTED SHARE UNITS GRANTED PURSUANT TO ISSUER 2016 SHARE PLAN	PONY AI INC			31561	03/30/2026	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

Nothing to Report

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 does Pony AI's Form 144 on 03/30/2026 report?

The Form 144 reports a proposed sale of 31,561 ADS on 03/30/2026. The sale is described as executed to cover tax obligations from RSU vesting under the 2016 Share Plan.

Are the ADSs in the filing equivalent to ordinary shares for Pony AI (PONY)?

Yes. The filing states each ADS represents one Class A ordinary share. The sale quantity is expressed in ADS units rather than separate ordinary-share units.

Who is the broker-dealer handling the proposed sale in Pony AI's Form 144?

The filing names Citigroup Global Markets as the broker-dealer involved. An address entry appears for Citigroup in the submission details.

Why were the Pony AI ADSs being sold according to the Form 144?

The sale is described as intended to cover tax only, arising from the vesting of restricted share units granted under the issuer's 2016 Share Plan, indicating a withholding/disposition tied to compensation vesting.

Does the Form 144 indicate open-market discretionary selling by insiders?

No. The filing characterizes the transaction as a sale to cover tax tied to RSU vesting, which is compensation-related and not the same as a discretionary open-market sale.