Pony AI (PONY) VP Ning Zhang reports shares, options and RSU holdings

Rhea-AI Filing Summary

Pony AI Inc. Vice President Ning Zhang filed an initial Form 3 reporting equity holdings in the company. The filing shows direct ownership of 593,235 Class A ordinary shares, plus equity awards that can deliver additional shares over time.

Zhang holds stock options covering 10,417 Class A ordinary shares at an exercise price of $0.82 per share, granted on July 18, 2019, with vesting beginning from April 15, 2019 and continuing in monthly installments. The filing also lists several restricted stock unit grants from May 28, 2021, May 15, 2023, December 10, 2023, and December 4, 2024, each with a mix of initial vesting on the first anniversary of an April or November/October reference date and then quarterly vesting thereafter.

Each restricted stock unit represents the right to receive one Class A ordinary share upon vesting and does not carry an expiration date. Overall, the Form 3 provides a detailed snapshot of Zhang’s direct share, option, and RSU positions in Pony AI at the time of becoming a reporting insider.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider ZHANG NING

Role Vice President

Type	Security	Shares	Price	Value
holding	Options (right to buy)	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: Options (right to buy) — 10,417 shares (Direct); Restricted Stock Units — 14,667 shares (Direct); Class A Ordinary Shares — 593,235 shares (Direct)

Footnotes (1)

1. Options were granted on July 18, 2019 and will expire on the tenth anniversary of the grant date. The vesting schedules are 25% of the total options granted shall vest on the first anniversary of April 15, 2019, and the remaining 75% of the total options granted are scheduled to vest in equal monthly installments of 1/48 thereafter over the next 36 months. 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 April 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 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ZHANG NING

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President

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)
Class A Ordinary Shares	593,235	D

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
Options (right to buy)	(1)	(1)	Class A Ordinary Shares	10,417	$0.82	D
Restricted Stock Units	(2)	(6)	Class A Ordinary Shares	14,667	(7)	D
Restricted Stock Units	(3)	(6)	Class A Ordinary Shares	6,667	(7)	D
Restricted Stock Units	(4)	(6)	Class A Ordinary Shares	76,667	(7)	D
Restricted Stock Units	(5)	(6)	Class A Ordinary Shares	226,668	(7)	D

Explanation of Responses:

1. Options were granted on July 18, 2019 and will expire on the tenth anniversary of the grant date. The vesting schedules are 25% of the total options granted shall vest on the first anniversary of April 15, 2019, and the remaining 75% of the total options granted are scheduled to vest in equal monthly installments of 1/48 thereafter over the next 36 months.

2. 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 April 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.

3. 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.

4. 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.

5. 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.

6. This grant does not have an expiration date.

7. Each restricted stock unit represents the right to receive, upon vesting, one Class A ordinary share.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tian Gao, Attorney-in-Fact for Ning Zhang	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 Pony AI (PONY) Vice President Ning Zhang report on Form 3?

Ning Zhang’s Form 3 reports direct ownership of 593,235 Class A ordinary shares in Pony AI. It also discloses stock options and several restricted stock unit grants that can convert into additional shares over time as they vest under predefined schedules.

How many Pony AI Class A shares does Ning Zhang directly hold on this Form 3?

The Form 3 shows Ning Zhang directly holding 593,235 Class A ordinary shares of Pony AI. This figure reflects only currently held common shares and is separate from additional shares that may be issued from options and restricted stock units as they vest or are exercised.

What stock option position does Ning Zhang report in Pony AI (PONY)?

Ning Zhang reports options over 10,417 Class A ordinary shares at an exercise price of $0.82 per share. These options were granted on July 18, 2019, with vesting starting from April 15, 2019 and continuing in monthly installments over a multi‑year period.

What restricted stock units does Ning Zhang hold in Pony AI according to the Form 3?

The Form 3 lists multiple restricted stock unit grants made in 2021, 2023, and 2024 tied to Class A ordinary shares. Each grant vests partly on the first anniversary of a stated reference date, then in quarterly installments, delivering one Class A share for each RSU upon vesting.

Do Ning Zhang’s Pony AI restricted stock units have an expiration date?

According to the Form 3 footnotes, the restricted stock unit grants do not have an expiration date. Each restricted stock unit instead provides the right to receive one Pony AI Class A ordinary share when the unit vests under its specified schedule, rather than expiring on a fixed day.

What is the significance of Pony AI’s Form 3 filing for Ning Zhang?

This Form 3 is an initial statement of beneficial ownership for executive Ning Zhang at Pony AI. It establishes a baseline record of his direct holdings in common shares, stock options, and restricted stock units as he becomes subject to ongoing insider reporting requirements under SEC rules.