Tax-driven share sale by Pony AI (PONY) vice president Mo Luyi

Rhea-AI Filing Summary

Pony AI Inc. vice president Mo Luyi reported a sale of 19,864 Class A Ordinary Shares at $8.6875 per share. According to the footnote, this was a mandatory, non-discretionary sell-to-cover transaction to satisfy income tax liabilities from vesting restricted stock units. After the sale, Mo Luyi directly owned 335,526 Class A Ordinary Shares, indicating the transaction affected only a small portion of their overall equity position.

Insider Trade Summary

Net Seller: 19,864 shares ($172,569)

Net Sell 1 txn

Insider Mo Luyi

Role Vice President

Sold 19,864 shs ($173K)

Type	Security	Shares	Price	Value
Sale	Class A Ordinary Shares	19,864	$8.6875	$173K

Holdings After Transaction: Class A Ordinary Shares — 335,526 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 19,864 shares Sale price: $8.6875 per share Shares owned after: 335,526 shares +1 more

4 metrics

Shares sold 19,864 shares Class A Ordinary Shares sold on 2026-03-30

Sale price $8.6875 per share Open-market sale under sell-to-cover arrangement

Shares owned after 335,526 shares Direct Class A Ordinary Shares following transaction

Net share change -19,864 shares Net sell in this Form 4 filing

Key Terms

sell-to-cover, restricted stock units, Class A Ordinary Shares, open-market sale

4 terms

sell-to-cover financial

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

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

restricted stock units financial

"income tax liabilities incurred upon vesting of previously reported restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Ordinary Shares financial

"Represents the number of shares sold by the Reporting Person"

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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^*

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)
03/30/2026

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	03/30/2026		S(1)		19,864	D	$8.6875	335,526	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

Explanation of Responses:

1. 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.

	/s/ Tian Gao, Attorney-in-Fact for Luyi Mo	03/31/2026
	** 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 sold 19,864 Class A Ordinary Shares at $8.6875 per share. The sale was made under a mandatory sell-to-cover arrangement tied to income taxes on vested restricted stock units.

Was Mo Luyi’s Pony AI (PONY) share sale discretionary or tax-related?

The sale was tax-related, not discretionary. The footnote states the 19,864 shares were sold under a mandatory non-discretionary sell-to-cover arrangement to satisfy income tax liabilities from vesting restricted stock units.

How many Pony AI (PONY) shares does Mo Luyi hold after the transaction?

After the transaction, Mo Luyi directly owned 335,526 Class A Ordinary Shares. This shows the 19,864 shares sold for tax purposes represent only a small fraction of the vice president’s remaining equity stake.

What price did Mo Luyi receive per Pony AI (PONY) share sold?

The reported sale price was $8.6875 per Class A Ordinary Share. This price applies to the 19,864 shares sold under the mandatory sell-to-cover arrangement related to income tax obligations on vested restricted stock units.

What does a sell-to-cover transaction mean for Pony AI (PONY) insiders?

A sell-to-cover transaction means shares are automatically sold to pay taxes due when equity awards vest. For Pony AI, Mo Luyi’s 19,864-share sale was specifically to cover income tax liabilities from previously reported restricted stock units vesting.