Pony AI (PONY) CTO vests 31,250 RSUs and returns shares to issuer

Rhea-AI Filing Summary

Pony AI Inc. Chief Technology Officer Lou Tiancheng reported the vesting and cash settlement of 31,250 restricted stock units on March 25, 2026. Each RSU represented one Class A ordinary share under a 2016 share incentive plan, with settlement in cash based on fair market value on that date.

The filing shows 31,250 Class A ordinary shares acquired at $0.00 per share and the same number disposed back to the issuer at $11.39 per share, reflecting an issuer repurchase rather than an open-market sale. Following these transactions, Lou Tiancheng directly holds 80,197 Class A ordinary shares.

Insider Trade Summary

31,250 shares exercised/converted

Mixed 3 txns

Insider Lou Tiancheng

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	31,250	$0.00	--
Exercise	Class A Ordinary Shares	31,250	$0.00	--
Disposition	Class A Ordinary Shares	31,250	$11.39	$356K

Holdings After Transaction: Restricted Stock Units — 322,917 shares (Direct); Class A Ordinary Shares — 111,447 shares (Direct)

Footnotes (1)

1. Represents vesting of restricted stock units (RSUs) granted in December 2024. The settlement of such vested RSUs were in cash based on fair market value on March 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan. Each RSU represents the right to receive, upon vesting, one Class A ordinary share. 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. This grant does not have an expiration date.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lou Tiancheng

(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)

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

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		31,250	A	(1)	111,447	D
Class A Ordinary Shares	03/25/2026		D		31,250	D	$11.39(1)	80,197	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			31,250	(3)	(4)	Class A Ordinary Shares	31,250	$0	322,917	D

Explanation of Responses:

1. Represents vesting of restricted stock units (RSUs) granted in December 2024. The settlement of such vested RSUs were in cash based on fair market value on March 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan.

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

3. 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.

4. This grant does not have an expiration date.

	/s/ Tian Gao, Attorney-in-Fact for Tiancheng Lou	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) CTO Lou Tiancheng report?

Lou Tiancheng reported vesting of 31,250 restricted stock units on March 25, 2026, which were settled in cash. The related 31,250 Class A ordinary shares were issued at $0.00 and then disposed back to Pony AI at $11.39 per share under the company’s share plan.

How many Pony AI RSUs vested for CTO Lou Tiancheng and what do they represent?

A total of 31,250 Pony AI restricted stock units vested for Lou Tiancheng. Each RSU represents the right to receive, upon vesting, one Class A ordinary share, granted under the 2016 share incentive plan with a scheduled multi-year vesting pattern described in the award’s footnotes.

Were Lou Tiancheng’s Pony AI RSUs settled in shares or cash?

The vested RSUs were settled in cash based on fair market value on March 25, 2026. Although the filing reflects matching share issuance and disposition entries, the footnotes specify that settlement occurred in cash pursuant to Pony AI’s 2016 share incentive plan terms.

What price was used when Pony AI shares were disposed to the issuer?

The 31,250 Class A ordinary shares were shown as disposed to the issuer at $11.39 per share. This disposition reflects a transaction with Pony AI itself, consistent with the cash settlement mechanics of the vested RSUs rather than an open-market sale to third-party investors.

How many Pony AI shares does Lou Tiancheng own after these transactions?

After the March 25, 2026 transactions, Lou Tiancheng directly holds 80,197 Class A ordinary shares of Pony AI. This balance reflects the net position following the vesting-related issuance and the simultaneous disposition of 31,250 shares back to the issuer at $11.39 per share.

What are the vesting terms of Lou Tiancheng’s Pony AI RSU grant?

The RSU award was granted on December 4, 2024. Twenty-five percent vests on the first anniversary of October 31, 2024, with the remaining 75% vesting in equal 6.25% installments on the 25th day of the last month of each subsequent quarter, and the grant has no expiration date.