Pony AI (PONY) vice president gains 37,257 shares from RSU vesting

Rhea-AI Filing Summary

Pony AI Inc. vice president Mo Luyi acquired Class A ordinary shares through vesting of restricted stock units (RSUs). On March 25, 2026, RSUs covering 37,257 shares were exercised at $0.00 per share and settled into the same number of Class A ordinary shares.

Each RSU represents the right to receive one Class A ordinary share upon vesting, under multi-year vesting schedules tied to grant dates in 2021, 2022, 2023, and 2024. Following these transactions, Mo Luyi directly holds 355,390 Class A ordinary shares, reflecting a compensation-related increase rather than an open-market purchase or sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mo Luyi

(Last) (First) (Middle)

1301 PEARL DEVELOPMENT BLDG, 1 MINGZHU

1ST STREET, HENGLI TOWN, NANSHA DISTRICT

(Street)

GUANGZHOU 511458

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pony AI Inc. [ PONY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	03/25/2026		M		11,000	A	(1)	329,133	D
Class A Ordinary Shares	03/25/2026		M		1,250	A	(1)	330,383	D
Class A Ordinary Shares	03/25/2026		M		944	A	(1)	331,327	D
Class A Ordinary Shares	03/25/2026		M		9,063	A	(1)	340,390	D
Class A Ordinary Shares	03/25/2026		M		15,000	A	(1)	355,390	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/25/2026		M			11,000	(3)	(8)	Class A Ordinary Shares	11,000	$0	3,667	D
Restricted Stock Units	(2)	03/25/2026		M			1,250	(4)	(8)	Class A Ordinary Shares	1,250	$0	417	D
Restricted Stock Units	(2)	03/25/2026		M			944	(5)	(8)	Class A Ordinary Shares	944	$0	4,090	D
Restricted Stock Units	(2)	03/25/2026		M			9,063	(6)	(8)	Class A Ordinary Shares	9,063	$0	60,417	D
Restricted Stock Units	(2)	03/25/2026		M			15,000	(7)	(8)	Class A Ordinary Shares	15,000	$0	155,002	D

Explanation of Responses:

1. Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

2. Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

3. This RSU award was 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.

4. This RSU award was granted on June 2, 2022. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of April 1, 2022, 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 RSU award was 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.

6. This RSU award was 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.

7. This RSU award was 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.

8. This grant does not have an expiration date.

	/s/ Tian Gao, Attorney-in-Fact for Luyi Mo	03/27/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Pony AI (PONY) report for Mo Luyi?

Pony AI reported that vice president Mo Luyi acquired Class A ordinary shares through vesting of restricted stock units. RSUs covering 37,257 shares settled into the same number of shares at a price of $0.00 per share on March 25, 2026.

How many Pony AI Class A shares does Mo Luyi hold after this Form 4?

After the reported RSU vesting and settlement, Mo Luyi directly holds 355,390 Class A ordinary shares of Pony AI. This figure reflects a compensation-related increase in equity ownership, with no open-market purchases or sales disclosed in this Form 4 filing.

Were Pony AI (PONY) shares bought or sold on the market in this Form 4?

No open-market purchases or sales were reported. All transactions are coded “M,” indicating exercises or conversions of derivative securities. Restricted stock units vested and converted into Class A ordinary shares at $0.00 per share as part of equity compensation arrangements.

What is the total number of RSU shares that vested for Mo Luyi at Pony AI?

RSUs covering 37,257 shares vested and were exercised or converted on March 25, 2026. These restricted stock units settled into an equal number of Class A ordinary shares, increasing Mo Luyi’s direct equity holdings without any corresponding market sale transactions reported.

What do the RSU footnotes in Pony AI’s Form 4 for Mo Luyi explain?

The footnotes explain that each RSU gives the right to receive one Class A ordinary share upon vesting and outline grant and vesting schedules. RSU awards from 2021 through 2024 vest partly on first anniversaries and then in equal quarterly installments thereafter.

Is Mo Luyi’s equity change in Pony AI considered routine compensation?

Yes, the transactions reflect routine compensation vesting. All entries are RSU exercises or conversions at $0.00 per share, with no sales or tax-withholding dispositions. This indicates scheduled vesting of prior equity grants rather than discretionary trading in the open market.