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Pony AI (PONY) CTO awarded 600K RSUs as affiliated LLC signs 2.5M-share collar deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lou Tiancheng reported acquisition or exercise transactions in this Form 4 filing.

Pony AI Inc. director and Chief Technology Officer Lou Tiancheng reported two derivative transactions involving the company’s shares. Lou received a grant of 600,000 restricted stock units (RSUs), each representing one Class A ordinary share upon vesting, under the 2026 share scheme.

Separately, IWAY LLC, an entity of which Lou is the sole member, entered into a prepaid variable forward “collar” financing covering up to 2,500,000 Class A ordinary shares, divided into 25 components of 100,000 shares. IWAY received an upfront cash payment and pledged 2,500,000 Class B shares as security, with share or cash settlement scheduled on specified dates in 2029 based on future share prices.

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Insights

Pony AI CTO receives 600K RSUs while affiliated LLC enters 2.5M-share collar financing.

The filing shows Lou Tiancheng receiving 600,000 RSUs as equity compensation, aligning his incentives with future performance of Pony AI. These RSUs vest over multiple years under the 2026 Share Scheme, encouraging longer-term retention and alignment.

In parallel, IWAY LLC, where Lou is sole member, entered a prepaid variable forward collar over up to 2,500,000 Class A shares with settlement in 2029. IWAY received an upfront cash payment and pledged an equal number of Class B shares as collateral. The ultimate number of shares delivered will depend on future volume-weighted average prices relative to defined Floor and Cap Prices.

Insider Lou Tiancheng
Role Chief Technology Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 600,000 $0.00 --
Other Forward Sale Contract (obligation to sell) 2,500,000 $0.00 --
Holdings After Transaction: Restricted Stock Units — 600,000 shares (Direct); Forward Sale Contract (obligation to sell) — 2,500,000 shares (Indirect, See footnote)
Footnotes (1)
  1. On 30 March, 2026, IWAY LLC ("IWAY") entered into a prepaid variable forward transaction (aka "collar financing") with an unaffiliated third party buyer. The transaction obligates IWAY to deliver to the buyer up to 2,500,000 aggregate shares of the Issuer's Class A Ordinary Shares (or at IWAY's election, an equivalent amount of cash) on specified dates in 2029. In exchange for assuming this obligation, IWAY received an aggregate cash payment. IWAY has granted security over 2,500,000 Class B ordinary shares of the Issuer (the "Charged Class B Shares") to secure its obligations under the transaction, and retained dividend and voting rights in the Charged Class B Shares during the term of the transaction but may be required to make cash payments upon the occurrence of certain dividends declared prior to settlement. This transaction is divided into 25 individual components (each comprising 100,000 shares) (the "Component Shares") of Class A ordinary shares). The number of Class A ordinary shares to be delivered to the buyer with respect to each component at settlement will be based on the volume weighted average price per share of the Class A ordinary shares on the Stock Exchange of Hong Kong Limited for each day during the valuation period (the "Settlement Price") as follows: (A) if the Settlement Price for any component is less than a floor price that is based on the price at which the buyer established its initial hedge position during the initial hedging period (the "Floor Price"), IWAY will deliver for that component the Component Shares; (B) if the Settlement Price for any component is less than or equal to a cap price that is based on the price at which the buyer established its initial hedge position during the initial hedging period (the "Cap Price"), (continued from Footnote 2) but greater than the Floor Price, IWAY will deliver for that component a number of Class A ordinary shares equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price for any component is greater than the Cap Price, IWAY will deliver for that component a number of shares equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share. Mr. Lou is the sole member of IWAY and therefore may be deemed to beneficially own the securities held of record by IWAY. Each restricted stock unit (RSU) represents the right to receive, upon vesting, one Class A ordinary share. RSUs were granted on January 23, 2026 under the 2026 Share Scheme, which was approved by shareholders on April 2, 2026. The vesting schedules are 25% of the total RSUs granted shall vest on the first anniversary of December 25, 2025, and the remaining 75% of the total RSUs 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.
RSU grant size 600,000 RSUs Each RSU equals one Class A ordinary share upon vesting
Forward contract share maximum 2,500,000 shares Maximum aggregate Class A shares deliverable under prepaid variable forward
Collateral pledged 2,500,000 Class B shares Charged as security for IWAY’s obligations under the collar
Number of collar components 25 components Each component covers 100,000 Class A ordinary shares
Component share size 100,000 shares Size of each component in the 25-part collar structure
Initial cliff vesting 25% of RSUs Vests on the first anniversary of December 25, 2025
Ongoing vesting rate 6.25% per quarter Equal quarterly vesting of remaining 75% of RSUs
Settlement year 2029 Specified dates in 2029 for collar settlement by shares or cash
prepaid variable forward transaction financial
"entered into a prepaid variable forward transaction (aka "collar financing") with an unaffiliated third party buyer"
collar financing financial
"prepaid variable forward transaction (aka "collar financing") with an unaffiliated third party buyer"
restricted stock unit (RSU) financial
"Each restricted stock unit (RSU) represents the right to receive, upon vesting, one Class A ordinary share"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
Settlement Price financial
"The number of Class A ordinary shares to be delivered ... will be based on the volume weighted average price ... (the "Settlement Price")"
Floor Price financial
"if the Settlement Price for any component is less than a floor price ... (the "Floor Price")"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Cap Price financial
"if the Settlement Price for any component is greater than the Cap Price"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
GUANGZHOU511458
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Forward Sale Contract (obligation to sell)(1)(2)(3)03/30/2026J(1)(2)(3)2,500,000 (2)(3) (2)(3)Class A Ordinary Shares2,500,000(1)(2)(3)2,500,000ISee footnote(4)
Restricted Stock Units(5)04/02/2026A600,000 (6) (7)Class A Ordinary Shares600,000$0600,000D
Explanation of Responses:
1. On 30 March, 2026, IWAY LLC ("IWAY") entered into a prepaid variable forward transaction (aka "collar financing") with an unaffiliated third party buyer. The transaction obligates IWAY to deliver to the buyer up to 2,500,000 aggregate shares of the Issuer's Class A Ordinary Shares (or at IWAY's election, an equivalent amount of cash) on specified dates in 2029. In exchange for assuming this obligation, IWAY received an aggregate cash payment. IWAY has granted security over 2,500,000 Class B ordinary shares of the Issuer (the "Charged Class B Shares") to secure its obligations under the transaction, and retained dividend and voting rights in the Charged Class B Shares during the term of the transaction but may be required to make cash payments upon the occurrence of certain dividends declared prior to settlement.
2. This transaction is divided into 25 individual components (each comprising 100,000 shares) (the "Component Shares") of Class A ordinary shares). The number of Class A ordinary shares to be delivered to the buyer with respect to each component at settlement will be based on the volume weighted average price per share of the Class A ordinary shares on the Stock Exchange of Hong Kong Limited for each day during the valuation period (the "Settlement Price") as follows: (A) if the Settlement Price for any component is less than a floor price that is based on the price at which the buyer established its initial hedge position during the initial hedging period (the "Floor Price"), IWAY will deliver for that component the Component Shares; (B) if the Settlement Price for any component is less than or equal to a cap price that is based on the price at which the buyer established its initial hedge position during the initial hedging period (the "Cap Price"),
3. (continued from Footnote 2) but greater than the Floor Price, IWAY will deliver for that component a number of Class A ordinary shares equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price for any component is greater than the Cap Price, IWAY will deliver for that component a number of shares equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share.
4. Mr. Lou is the sole member of IWAY and therefore may be deemed to beneficially own the securities held of record by IWAY.
5. Each restricted stock unit (RSU) represents the right to receive, upon vesting, one Class A ordinary share.
6. RSUs were granted on January 23, 2026 under the 2026 Share Scheme, which was approved by shareholders on April 2, 2026. The vesting schedules are 25% of the total RSUs granted shall vest on the first anniversary of December 25, 2025, and the remaining 75% of the total RSUs granted are scheduled to vest equally with 6.25% at the 25th day of the last month of each quarter thereafter.
7. This grant does not have an expiration date.
/s/ Tiancheng Lou04/02/2026
** 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 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity award did Pony AI (PONY) CTO Lou Tiancheng receive?

Lou Tiancheng received a grant of 600,000 restricted stock units (RSUs), each representing one Class A ordinary share upon vesting. The RSUs were granted under Pony AI’s 2026 Share Scheme and vest over several years based on a defined schedule.

How do Lou Tiancheng’s RSUs at Pony AI (PONY) vest over time?

The 600,000 RSUs vest as follows: 25% vests on the first anniversary of December 25, 2025. The remaining 75% vests in equal 6.25% installments on the 25th day of the last month of each following quarter.

What is the 2,500,000-share prepaid variable forward collar involving Pony AI (PONY)?

IWAY LLC entered a prepaid variable forward “collar” covering up to 2,500,000 Class A shares. IWAY received an upfront cash payment and must deliver shares or cash in 2029, with amounts determined by future share prices versus defined Floor and Cap Prices.

Who is IWAY LLC in relation to Pony AI (PONY) director Lou Tiancheng?

IWAY LLC is an entity for which Lou Tiancheng is the sole member. Lou may be deemed to beneficially own securities held by IWAY. IWAY, not Lou personally, is the party to the prepaid variable forward collar transaction described.

What shares secure the Pony AI (PONY) collar financing entered by IWAY LLC?

To secure its obligations under the collar, IWAY LLC granted security over 2,500,000 Class B ordinary shares of Pony AI. IWAY retains voting and dividend rights on these pledged Class B shares during the transaction, subject to potential cash payments for certain dividends.

How is the number of Pony AI (PONY) shares delivered under the collar determined?

The collar is split into 25 components of 100,000 shares. For each component, the number of Class A shares delivered in 2029 depends on the volume-weighted average price versus a defined Floor Price and Cap Price, using formulas disclosed in the agreement.