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Pony AI (PONY) GC Gao Tian reports RSU and share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Pony AI Inc. executive Gao Tian, VP, Chief of Staff and General Counsel, filed an initial Form 3 reporting equity holdings in the company. The filing lists multiple blocks of restricted stock units that each convert into one Class A ordinary share upon vesting, alongside direct holdings of Class A ordinary shares.

Positive

  • None.

Negative

  • None.
Insider Gao Tian
Role VP, Chief of Staff, GC
Type Security Shares Price Value
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Class A Ordinary Shares -- -- --
Holdings After Transaction: Restricted Stock Units — 26,667 shares (Direct); Class A Ordinary Shares — 307,056 shares (Direct)
Footnotes (1)
  1. Restricted stock units (RSU) were granted on May 28, 2021. The vesting schedules are 20% of the total RSU granted shall vest on the first anniversary of May 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. RSU were 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. RSU were 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. RSU were 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. This grant does not have an expiration date. Each restricted stock unit represents the right to receive, upon vesting, one Class A ordinary share.
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Gao Tian
(Last)(First)(Middle)
1301 PEARL DEVELOPMENT BLDG, 1 MINGZHU
1ST STREET, HENGLI TOWN, NANSHA DISTRICT
(Street)
GUANGZHOU511458
(City)(State)(Zip)
CHINA
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
Pony AI Inc. [ PONY ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, Chief of Staff, GC
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares307,056D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (1) (5)Class A Ordinary Shares26,667(6)D
Restricted Stock Units (2) (5)Class A Ordinary Shares4,334(6)D
Restricted Stock Units (3) (5)Class A Ordinary Shares57,500(6)D
Restricted Stock Units (4) (5)Class A Ordinary Shares361,251(6)D
Explanation of Responses:
1. Restricted stock units (RSU) were granted on May 28, 2021. The vesting schedules are 20% of the total RSU granted shall vest on the first anniversary of May 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.
2. RSU were 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.
3. RSU were 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.
4. RSU were 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.
5. This grant does not have an expiration date.
6. Each restricted stock unit represents the right to receive, upon vesting, one Class A ordinary share.
/s/ Tian Gao03/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does Pony AI (PONY) disclose about Gao Tian in this Form 3?

Pony AI reports that executive Gao Tian holds restricted stock units and Class A ordinary shares. The Form 3 is an initial statement of beneficial ownership, detailing the equity awards and direct share position associated with her leadership role.

What equity instruments does Gao Tian hold in Pony AI (PONY)?

Gao Tian holds restricted stock units linked to Class A ordinary shares plus direct Class A ordinary share holdings. Each restricted stock unit represents the right to receive one Class A ordinary share when it vests, giving her a mix of current and future equity exposure.

How do Gao Tian’s Pony AI (PONY) restricted stock units vest?

The restricted stock units vest over multi-year schedules tied to specific grant dates. Portions vest on the first anniversary of reference dates in 2021, 2023, and 2024, with remaining percentages vesting quarterly on the 25th day of the last month of each quarter thereafter.

Do Gao Tian’s Pony AI (PONY) restricted stock units have an expiration date?

One of the restricted stock unit grants is stated to have no expiration date. The units vest according to the specified quarterly schedules, and each vested unit entitles the holder to receive one Class A ordinary share of Pony AI.

What does each restricted stock unit represent for Pony AI (PONY) shares?

Each restricted stock unit represents the right to receive one Class A ordinary share upon vesting. As vesting milestones are met, the RSUs convert into Class A ordinary shares, increasing the executive’s actual share ownership over time.