Pony AI CTO Receives 31,250 Shares as Stock Units Vest

The award schedule sets 25% for the first anniversary of October 31, 2024, then 6.25% on the 25th day of the last month of each quarter thereafter.

Rhea-AI Filing Summary

Pony AI Inc. Chief Technology Officer Tiancheng Lou reported that 31,250 restricted stock units vested and settled into 31,250 Class A ordinary shares on September 25, 2026. On the same date, 25,729 vested RSUs were settled in cash based on a $6.89 per-share fair market value, as determined by the issuer under the 2016 share incentive plan.

Reported after-transaction positions included 260,417 RSUs and 110,828 Class A ordinary shares held indirectly by IWAY LLC.

Insider Trade Summary

31,250 shares exercised/converted

Exercise 4 txns

Insider Lou Tiancheng

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F3, F4, F5	31,250	$0.00	$0.00
Exercise	Class A Ordinary Shares F1	31,250	--	--
Disposition	Class A Ordinary Shares F2	25,729	$6.89	$177K
holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: Restricted Stock Units — 260,417 contracts (Direct); Class A Ordinary Shares — 85,718 shares (Direct); Class A Ordinary Shares — 110,828 shares (Indirect, By IWAY LLC)

Footnotes (5)

1. F1. Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.
2. F2. 25,729 vested RSUs were settled in cash based on fair market value on September 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan.
3. F3. Each RSU represents the right to receive, upon vesting, one Class A ordinary share.
4. F4. 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.
5. F5. This grant does not have an expiration date.

Key Figures

RSUs settled into shares: 31,250 RSUs; 31,250 shares RSUs settled in cash: 25,729 RSUs Fair market value per share: $6.89 per share +2 more

5 metrics

RSUs settled into shares 31,250 RSUs; 31,250 shares September 25, 2026

RSUs settled in cash 25,729 RSUs September 25, 2026

Fair market value per share $6.89 per share Cash settlement on September 25, 2026

RSUs following transaction 260,417 RSUs Reported after the September 25, 2026 transaction

Indirect Class A ordinary shares 110,828 shares Held by IWAY LLC

Key Terms

restricted stock units (RSUs), fair market value, vesting schedules, 2016 share incentive plan

4 terms

restricted stock units (RSUs) technical

"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.

fair market value financial

"settled in cash based on fair market value"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

vesting schedules technical

"The vesting schedules are 25% of the total RSU granted"

2016 share incentive plan technical

"pursuant to the 2016 share incentive plan"

FAQ

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

What RSU transactions did Pony AI CTO Tiancheng Lou report?

On September 25, 2026, 31,250 RSUs settled into 31,250 Class A ordinary shares, while 25,729 vested RSUs were settled in cash based on a $6.89 per-share fair market value determined by the issuer under its 2016 share incentive plan.

How does Tiancheng Lou’s Pony AI RSU award vest?

The award was granted on December 4, 2024. The schedule provides for 25% to vest on the first anniversary of October 31, 2024, with the remaining 75% scheduled to vest equally in 6.25% installments on the 25th day of the last month of each quarter thereafter.

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

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Available on EDGAR 09/29/2026 - 04:02 PM Accepted by SEC EDGAR 09/29/2026 - 04:01 PM Learn about SEC filing dates

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)
09/25/2026

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	09/25/2026		M		31,250	A	(1)	111,447	D
Class A Ordinary Shares	09/25/2026		D		25,729	D	$6.89(2)	85,718	D
Class A Ordinary Shares								110,828	I	By IWAY LLC

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	(3)	09/25/2026		M			31,250	(4)	(5)	Class A Ordinary Shares	31,250	$0	260,417	D

Explanation of Responses:

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

2. 25,729 vested RSUs were settled in cash based on fair market value on September 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan.

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

4. 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.

5. This grant does not have an expiration date.

	/s/ Tiancheng Lou	09/29/2026
	** 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)