Pony AI (PONY) details Hong Kong share capital changes in 6-K filing

Rhea-AI Filing Summary

Pony AI Inc. filed a Form 6-K as a foreign private issuer to provide investors with information about recent changes in its share structure. The company explains that it submitted a monthly return form dated January 7, 2026 to The Stock Exchange of Hong Kong Limited, covering movements in its authorized share capital and issued shares during December 2025. That Hong Kong monthly return, detailing these equity movements and any related Hong Kong depositary receipts, is furnished to investors as Exhibit 99.1 to this report.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission file number: 001-42409

Pony AI Inc.

(Exact Name of Registrant as Specified in Its Charter)

1301 Pearl Development Building

1 Mingzhu 1st Street, Hengli Town, Nansha District

Guangzhou, People’s Republic of China, 511458

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x             Form 40-F ¨

EXPLANATORY NOTE

We submitted a monthly return form dated January 7, 2026 in relation to the movements in our authorized share capital and issued shares in December 2025 to The Stock Exchange of Hong Kong Limited. For details, please refer to the exhibit to this current report on Form 6-K.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

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.

	Pony AI Inc.
Date: January 7, 2026	By:	/s/ Jun Peng
		Name: Dr. Jun Peng
		Title:   Chairman of the Board, Chief Executive Officer

Exhibit 99.1

FF301 Page 1 of 11 v 1.1.1 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 31 December 2025 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: Pony AI Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) Date Submitted: 07 January 2026 I. Movements in Authorised / Registered Share Capital 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02026 Description Class A Ordinary Shares Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 498,911,230 USD 0.0005 USD 249,455.62 Increase / decrease (-) USD Balance at close of the month 498,911,230 USD 0.0005 USD 249,455.62 2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No Stock code (if listed) 02026 Description Class B Ordinary Shares Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 81,088,770 USD 0.0005 USD 40,544.39 Increase / decrease (-) USD Balance at close of the month 81,088,770 USD 0.0005 USD 40,544.39 3. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on the Exchange (Note 1) No Stock code (if listed) 02026 Description Undesignated share

FF301 Page 2 of 11 v 1.1.1 Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 20,000,000 USD 0.0005 USD 10,000 Increase / decrease (-) USD Balance at close of the month 20,000,000 USD 0.0005 USD 10,000 Total authorised/registered share capital at the end of the month: USD 300,000.01 Remarks: The Company will convene a general meeting within six months of the listing to amend the Articles of Association of the Company such that the authorized share capital of the Company will consist of Class A ordinary shares and Class B ordinary shares only.

FF301 Page 3 of 11 v 1.1.1 II. Movements in Issued Shares and/or Treasury Shares 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02026 Description Class A Ordinary Share Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 352,452,783 0 352,452,783 Increase / decrease (-) 0 0 Balance at close of the month 352,452,783 0 352,452,783 2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No Stock code (if listed) 02026 Description Class B Ordinary Share Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 81,088,770 0 81,088,770 Increase / decrease (-) 0 0 Balance at close of the month 81,088,770 0 81,088,770 Remarks: Opening and closing balances of Class A ordinary shares shown above are including 2,800,704 and 1,431,283 Class A ordinary shares which are registered in the name of our depositary bank satisfying any future exercise or vesting of awards granted under the 2016 Share Plan respectively.

FF301 Page 4 of 11 v 1.1.1 III. Details of Movements in Issued Shares and/or Treasury Shares (A). Share Options (under Share Option Schemes of the Issuer) 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02026 Description Class A Ordinary Share Particulars of share option scheme Number of share options outstanding at close of preceding month Movement during the month Number of share options outstanding at close of the month Number of new shares issued during the month pursuant thereto (A1) Number of treasury shares transferred out of treasury during the month pursuant thereto (A2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month 1). 2016 Share Plan (adopted by our Company on December 3, 2016 and amended in 2019 and 2020) 1,783,171 Others -162,166 1,621,005 1,621,005 0 General Meeting approval date (if applicable) Increase in issued shares (excluding treasury shares): WVR ordinary shares A (AA1) Decrease in treasury shares: WVR ordinary shares A (AA2) Total funds raised during the month from exercise of options: USD 86,450.48 Remarks: Others: -162,166 refers to 162,166 options being exercised. The exercise of 162,166 options was settled using the Class A ordinary shares registered in the name of our depositary bank for future issuance of ADSs upon the exercise or vesting of awards granted under the 2016 Share Plan.

FF301 Page 5 of 11 v 1.1.1 (B). Warrants to Issue Shares of the Issuer Not applicable

FF301 Page 6 of 11 v 1.1.1 (C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable

FF301 Page 7 of 11 v 1.1.1 (D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02026 Description Class A Ordinary Share Description of other agreements or arrangements General Meeting approval date (if applicable) Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month 1). 2016 Share Plan - Restricted Share Unit Award (adopted by our Company on December 3, 2016 and amended in 2019 and 2020) 8,159,605 Increase in issued shares (excluding treasury shares): WVR ordinary shares A (DD1) Decrease in treasury shares: WVR ordinary shares A (DD2) Remarks: As of 31 December 2025, 8,159,605 shares of the issuer may be issued pursuant to the restricted share units granted under 2016 Share Plan. 1,207,255 restricted share units granted under 2016 Share Plan were vested during the month. 78,275 restricted share units granted under 2016 Share Plan were cancelled during the month.

FF301 Page 8 of 11 v 1.1.1 (E). Other Movements in Issued Shares and/or Treasury Shares Not applicable Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): WVR ordinary shares A Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): WVR ordinary shares A

FF301 Page 9 of 11 v 1.1.1 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

FF301 Page 10 of 11 v 1.1.1 V. Confirmations Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 4) (i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 5); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Submitted by: Tian GAO Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer)

FF301 Page 11 of 11 v 1.1.1 Notes 1. The Exchange refers to The Stock Exchange of Hong Kong Limited. 2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date". In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury". 3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number. 4. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return. 5. “Identical” means in this context: ． the securities are of the same nominal value with the same amount called up or paid up; ． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

FAQ

What does Pony AI (PONY) report in this Form 6-K?

Pony AI reports that it has submitted a monthly return form to The Stock Exchange of Hong Kong Limited, covering December 2025 movements in its authorized share capital and issued shares.

What is included in Exhibit 99.1 to Pony AI's Form 6-K?

Exhibit 99.1 is the Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Hong Kong Exchange Listing Rules on movements in securities.

Which period do the share capital movements for Pony AI relate to?

The share capital movements described relate to December 2025, as reflected in the monthly return form dated January 7, 2026.

Why did Pony AI file this information with the SEC?

As a foreign private issuer, Pony AI uses Form 6-K to furnish U.S. investors with information it submitted to The Stock Exchange of Hong Kong Limited regarding its share capital and issued shares.

Does this Form 6-K describe changes to Pony AI's Hong Kong depositary receipts?

Yes. The exhibit is a monthly return for an equity issuer and Hong Kong depositary receipts listed under Chapter 19B of the Hong Kong Exchange Listing Rules on movements in securities.