Pony AI (PONY) CEO Peng Jun details control of Class B shares

Rhea-AI Filing Summary

Pony AI Inc. Chief Executive Officer Peng Jun has filed an initial ownership report detailing his holdings of Class B ordinary shares, each convertible into one Class A ordinary share. The filing shows 43,988,000 Class B shares held directly, plus additional indirect holdings.

Indirect positions include 13,990,000 Class B shares held through a Voting Trust for the benefit of Peng and his family members, and two family irrevocable trusts holding 1,011,000 Class B shares each. Peng serves as sole investment advisor to the family trusts and can direct voting and related rights, while disclaiming beneficial ownership beyond his pecuniary interest.

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Peng Jun

(Last) (First) (Middle)

1301 PEARL DEVELOPMENT BLDG, 1 MINGZHU

1ST STREET, HENGLI TOWN, NANSHA DISTRICT

(Street)

GUANGZHOU 511458

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)

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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	43,988,000	(1)	D
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	13,990,000	(1)	I	By Voting Trust(2)
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	1,011,000	(1)	I	By Juan Xu, as the trustee of the Alicia Peng Irrevocable Trust(3)
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	1,011,000	(1)	I	By Juan Xu, as the trustee of the Selena Peng Irrevocable Trust(3)

Explanation of Responses:

1. Each Class B ordinary share is convertible at any time at the option of Mr. Jun Peng into one Class A ordinary share. In addition, each Class B ordinary share will be converted automatically into one Class A ordinary share upon any sale, transfer, assignment or disposition, or upon a change of beneficial ownership (subject to certain exceptions).

2. Mr. Jun Peng is the sole trustee of the Voting Trust, and the beneficiaries of the Voting Trust are Mr. Jun Peng and his family member.

3. Juan Xu is the trustee of each of the Alicia Peng Irrevocable Trust and the Selena Peng Irrevocable Trust. The settlors of both trusts are Mr. Jun Peng and his spouse, and the beneficiaries of each trust are family members of Mr. Jun Peng. Mr. Jun Peng serves as the sole investment advisor of each of the Alicia Peng Irrevocable Trust and the Selena Peng Irrevocable Trust, and is entitled to exercise sole power to direct the voting and other rights attached to the trust assets held thereunder (including the Class B ordinary shares). Mr. Jun Peng disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tian Gao, Attorney-in-Fact for Jun Peng	03/18/2026
	** Signature of Reporting Person	Date
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)

FAQ

What does Peng Jun’s Form 3 filing for Pony AI (PONY) show?

The Form 3 shows Peng Jun’s existing holdings of Class B ordinary shares in Pony AI. It reports both directly held shares and additional shares held indirectly through a Voting Trust and family irrevocable trusts, without indicating any new purchases or sales.

How many Pony AI Class B shares does Peng Jun hold directly?

Peng Jun holds 43,988,000 Class B ordinary shares directly. These shares are reported as direct ownership and each Class B share is convertible into one Class A ordinary share, providing him with significant equity and voting exposure to Pony AI’s underlying Class A shares.

What indirect Pony AI (PONY) holdings are reported for Peng Jun?

Indirect holdings include 13,990,000 Class B shares held via a Voting Trust and two family irrevocable trusts holding 1,011,000 Class B shares each. These structures give Peng Jun authority to direct voting and related rights over the trust assets, subject to his disclosed pecuniary interest.

How are Pony AI Class B shares treated relative to Class A shares?

Each Class B ordinary share is convertible into one Class A ordinary share. Conversion can occur at any time at Peng Jun’s option, and each Class B share will also convert automatically into Class A upon certain sales, transfers, dispositions or changes in beneficial ownership, subject to specified exceptions.

What ownership disclaimer does Peng Jun make in the Pony AI Form 3?

For the family irrevocable trusts, Peng Jun disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. The filing notes that including these shares shall not be deemed an admission of full beneficial ownership for Section 16 or any other purpose.

What role does the Voting Trust play in Peng Jun’s Pony AI holdings?

The Voting Trust holds Class B ordinary shares for the benefit of Peng Jun and his family members. Peng Jun is the sole trustee of this Voting Trust, giving him authority over voting and related rights for the shares held in that vehicle, as disclosed in the filing’s footnotes.