Pony AI (PONY) CFO acquires 34,713 shares through RSU vesting

Rhea-AI Filing Summary

Pony AI Inc. Chief Financial Officer Haojun Wang reported routine equity compensation activity as restricted stock units vested into Class A ordinary shares. On March 25, 2026, he exercised RSUs covering 34,713 Class A ordinary shares at an exercise price of $0.00 per share, reflecting settlement of previously granted awards.

Following these transactions, Wang directly holds 1,439,826 Class A ordinary shares. Footnotes explain that each RSU converts into one Class A ordinary share and that the RSU grants from May 15, 2023, December 10, 2023, and December 4, 2024 vest over time, with 25% vesting on the first anniversary of specified dates and the remaining 75% vesting in equal quarterly installments.

Insider Trade Summary

34,713 shares exercised/converted

Mixed 6 txns

Insider Wang Haojun

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	963	$0.00	--
Exercise	Restricted Stock Units	10,000	$0.00	--
Exercise	Restricted Stock Units	23,750	$0.00	--
Exercise	Class A Ordinary Shares	963	$0.00	--
Exercise	Class A Ordinary Shares	10,000	$0.00	--
Exercise	Class A Ordinary Shares	23,750	$0.00	--

Holdings After Transaction: Restricted Stock Units — 4,171 shares (Direct); Class A Ordinary Shares — 1,406,076 shares (Direct)

Footnotes (1)

1. Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares. Each RSU represents the right to receive, upon vesting, one Class A ordinary share. 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. 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. 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^*

Wang Haojun

(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)
	Chief Financial 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		963	A	(1)	1,406,076	D
Class A Ordinary Shares	03/25/2026		M		10,000	A	(1)	1,416,076	D
Class A Ordinary Shares	03/25/2026		M		23,750	A	(1)	1,439,826	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			963	(3)	(6)	Class A Ordinary Shares	963	$0	4,171	D
Restricted Stock Units	(2)	03/25/2026		M			10,000	(4)	(6)	Class A Ordinary Shares	10,000	$0	66,667	D
Restricted Stock Units	(2)	03/25/2026		M			23,750	(5)	(6)	Class A Ordinary Shares	23,750	$0	245,418	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 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.

4. 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.

5. 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.

6. This grant does not have an expiration date.

	/s/ Tian Gao, Attorney-in-Fact for Haojun Wang	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) disclose for CFO Haojun Wang?

Pony AI reported that CFO Haojun Wang exercised previously granted restricted stock units on March 25, 2026. The RSUs vested and settled into Class A ordinary shares as part of his equity compensation, rather than an open-market share purchase or sale.

How many Pony AI (PONY) shares did the CFO acquire through RSU vesting?

CFO Haojun Wang acquired 34,713 Class A ordinary shares of Pony AI through the vesting and settlement of restricted stock units. These RSUs converted into shares at an exercise price of $0.00 per share, consistent with standard equity compensation structures.

What is the Pony AI (PONY) CFO’s direct shareholding after this Form 4?

After the reported RSU exercises, CFO Haojun Wang directly holds 1,439,826 Class A ordinary shares of Pony AI. This figure reflects his updated equity position following the March 25, 2026 vesting and does not indicate any share sales in this filing.

Were any Pony AI (PONY) shares sold by the CFO in this transaction?

No shares were reported sold by the CFO in this transaction. The Form 4 only shows derivative code M entries, meaning restricted stock units were exercised and converted into Class A ordinary shares, with no open-market sales or dispositions reported.

How do the Pony AI (PONY) RSU grants for the CFO vest over time?

The RSU awards generally vest 25% on the first anniversary of a specified start date, with the remaining 75% vesting in equal 6.25% quarterly installments. The filing notes grants dated May 15, 2023, December 10, 2023, and December 4, 2024 with these schedules.

What does transaction code M mean in the Pony AI (PONY) Form 4?

Transaction code M indicates the exercise or conversion of a derivative security, such as restricted stock units. In this Pony AI filing, it reflects RSUs vesting and settling into Class A ordinary shares, not a conventional market purchase or sale.