Pony AI VP logs RSU vesting and tax sale

Pony AI Inc. Vice President Zhang Ning reported routine equity compensation activity.

(Neutral)

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Pony AI Inc. Vice President Zhang Ning reported routine equity compensation activity. On June 25, 2026, restricted stock units (RSUs) vested and settled into a total of 34,917 Class A ordinary shares, consistent with the company’s multi-year RSU vesting schedules.

On June 26, 2026, Zhang sold 17,347 Class A ordinary shares at an average price of $6.8596 per share pursuant to a mandatory non-discretionary sell-to-cover arrangement to satisfy income tax liabilities from the RSU vesting. Following these transactions, Zhang directly holds 630,109 Class A ordinary shares.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 9 txns

Insider ZHANG NING

Role Vice President

Sold 17,347 shs ($119K)

Approx. gross sale proceeds $119K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Ordinary Shares	17,347	$6.8596	$119K
Exercise	Restricted Stock Units	3,667	$0.00	$0.00
Exercise	Restricted Stock Units	1,250	$0.00	$0.00
Exercise	Restricted Stock Units	10,000	$0.00	$0.00
Exercise	Restricted Stock Units	20,000	$0.00	$0.00
Exercise	Class A Ordinary Shares	3,667	$0.00	$0.00
Exercise	Class A Ordinary Shares	1,250	$0.00	$0.00
Exercise	Class A Ordinary Shares	10,000	$0.00	$0.00
Exercise	Class A Ordinary Shares	20,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 247,502 contracts (Direct); Class A Ordinary Shares — 630,109 shares (Direct)

Footnotes (8)

F1. Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.
F2. Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.
F3. Each RSU represents the right to receive, upon vesting, one Class A ordinary share.
F4. 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.
F5. 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.
F6. 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.
F7. 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.
F8. This grant does not have an expiration date.

Key Figures

Shares sold: 17,347 shares Sale price: $6.8596 per share RSUs vested: 34,917 units +2 more

5 metrics

Shares sold 17,347 shares Open-market sale on June 26, 2026 at $6.8596

Sale price $6.8596 per share Average price for 17,347 shares sold June 26, 2026

RSUs vested 34,917 units RSUs that vested and settled into Class A shares on June 25, 2026

Post-transaction holdings 630,109 shares Class A ordinary shares held directly after reported transactions

Exercise price for RSUs $0.00 Conversion or exercise price per RSU into Class A shares

Key Terms

restricted stock units (RSUs), sell-to-cover arrangement, vesting schedules, Class A ordinary shares

4 terms

restricted stock units (RSUs) financial

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

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

sell-to-cover arrangement financial

"pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities"

vesting schedules financial

"The vesting schedules are 20% of the total RSU granted shall vest on the first anniversary"

Class A ordinary shares financial

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

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Pony AI (PONY) report for Vice President Zhang Ning?

Pony AI reported RSU vesting into 34,917 Class A ordinary shares on June 25, 2026, and a subsequent sale of 17,347 shares on June 26, 2026 at $6.8596 per share, executed to cover income tax liabilities from the vesting.

How many Pony AI (PONY) shares did Zhang Ning sell and at what price?

Zhang Ning sold 17,347 Class A ordinary shares at an average price of $6.8596 per share on June 26, 2026. The transaction was reported as an open-market sale under a mandatory non-discretionary sell-to-cover arrangement tied to RSU vesting.

Why were Pony AI (PONY) shares sold in this Form 4 filing?

The 17,347 Pony AI shares were sold pursuant to a mandatory non-discretionary sell-to-cover arrangement to satisfy income tax liabilities triggered by the vesting of previously granted restricted stock units. This type of sale is mechanistic and linked to compensation, not a discretionary portfolio decision.

How many Pony AI (PONY) shares does Zhang Ning hold after these transactions?

After the RSU vesting and tax-related sale, Zhang Ning directly holds 630,109 Class A ordinary shares of Pony AI. This post-transaction holding reflects the net position after converting RSUs into shares and selling a portion to cover associated income tax obligations.

What are restricted stock units (RSUs) in the context of Pony AI (PONY)?

Restricted stock units are equity awards that convert into shares upon vesting. In this filing, each RSU represents the right to receive one Class A ordinary share, with vesting schedules that start with an initial one-year tranche followed by equal quarterly vesting for the remaining units.

What vesting schedules apply to Pony AI (PONY) RSU grants mentioned in the filing?

The RSU grants described use structures where an initial portion vests on the first anniversary of a specified April or November date, with the remaining units vesting in equal quarterly installments, such as 5% or 6.25% each quarter, over the subsequent periods until fully vested.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/29/2026 - 04:07 PM EDT

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^*

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. 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)
06/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	06/25/2026		M		3,667	A	⁽¹⁾	616,206	D
Class A Ordinary Shares	06/25/2026		M		1,250	A	⁽¹⁾	617,456	D
Class A Ordinary Shares	06/25/2026		M		10,000	A	⁽¹⁾	627,456	D
Class A Ordinary Shares	06/25/2026		M		20,000	A	⁽¹⁾	647,456	D
Class A Ordinary Shares	06/26/2026		S⁽²⁾		17,347	D	$6.8596⁽²⁾	630,109	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	06/25/2026		M			3,667	⁽⁴⁾	⁽⁸⁾	Class A Ordinary Shares	3,667	$0	0	D
Restricted Stock Units	⁽³⁾	06/25/2026		M			1,250	⁽⁵⁾	⁽⁸⁾	Class A Ordinary Shares	1,250	$0	4,167	D
Restricted Stock Units	⁽³⁾	06/25/2026		M			10,000	⁽⁶⁾	⁽⁸⁾	Class A Ordinary Shares	10,000	$0	56,667	D
Restricted Stock Units	⁽³⁾	06/25/2026		M			20,000	⁽⁷⁾	⁽⁸⁾	Class A Ordinary Shares	20,000	$0	186,668	D

Explanation of Responses:

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

2. Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.

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

4. 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.

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/ Ning Zhang	06/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR