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Pony AI VP Ning Zhang sells 15,524 shares for taxes

The September 28 sale was tied to tax liabilities arising from previously reported RSU vesting.

(Moderate)

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Form Type
4

Rhea-AI Filing Summary

Pony AI Inc. (PONY) Vice President Ning Zhang reported restricted stock units vesting and settling into 31,250 Class A ordinary shares on September 25, 2026. On September 28, Zhang sold 15,524 Class A ordinary shares at $7.1038 per share through a mandatory, non-discretionary sell-to-cover arrangement to satisfy income tax liabilities incurred upon vesting of previously reported RSUs. No Rule 10b5-1 plan is reported.

Insider ZHANG NING
Role Vice President
Sold 15,524 shs ($110K)
Approx. gross sale proceeds $110K
Type Security Shares Price Value
Sale Class A Ordinary Shares F2 15,524 $7.1038 $110K
Exercise Restricted Stock Units F3, F4, F7 1,250 $0.00 $0.00
Exercise Restricted Stock Units F3, F5, F7 10,000 $0.00 $0.00
Exercise Restricted Stock Units F3, F6, F7 20,000 $0.00 $0.00
Exercise Class A Ordinary Shares F1 1,250 -- --
Exercise Class A Ordinary Shares F1 10,000 -- --
Exercise Class A Ordinary Shares F1 20,000 -- --
Holdings After Transaction: Restricted Stock Units — 216,252 contracts (Direct); Class A Ordinary Shares — 645,835 shares (Direct)
Footnotes (7)
  1. F1. Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.
  2. 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.
  3. F3. Each RSU represents the right to receive, upon vesting, one Class A ordinary share.
  4. F4. 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.
  5. F5. 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.
  6. F6. 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.
  7. F7. This grant does not have an expiration date.
Class A ordinary shares from vested RSUs 31,250 shares Vested and settled on September 25, 2026
Class A ordinary shares sold 15,524 shares September 28, 2026
Sale price $7.1038 per share September 28, 2026
restricted stock units financial
"Reflects restricted stock units (RSUs) that vested and settled"
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.
sell-to-cover arrangement financial
"mandatory non-discretionary sell-to-cover arrangement"
vesting schedules financial
"The vesting schedules are 25% of the total RSU granted"

FAQ

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

How many PONY shares did Ning Zhang sell, and at what price?

Ning Zhang, Pony AI Inc.'s Vice President, sold 15,524 Class A ordinary shares at $7.1038 per share on September 28, 2026. The sale was made through a mandatory, non-discretionary sell-to-cover arrangement to satisfy income tax liabilities incurred upon vesting of previously reported restricted stock units. No Rule 10b5-1 plan is reported.

How many PONY shares did Ning Zhang receive when RSUs vested?

On September 25, 2026, restricted stock units vested and settled into 31,250 Class A ordinary shares. The RSUs were from awards granted May 15, 2023, December 10, 2023, and December 4, 2024.

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

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Learn about SEC filing dates
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*
ZHANG NING

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026
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
Class A Ordinary Shares09/25/2026M1,250A(1)631,359D
Class A Ordinary Shares09/25/2026M10,000A(1)641,359D
Class A Ordinary Shares09/25/2026M20,000A(1)661,359D
Class A Ordinary Shares09/28/2026S(2)15,524D$7.1038(2)645,835D
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
Restricted Stock Units(3)09/25/2026M1,250 (4) (7)Class A Ordinary Shares1,250$02,917D
Restricted Stock Units(3)09/25/2026M10,000 (5) (7)Class A Ordinary Shares10,000$046,667D
Restricted Stock Units(3)09/25/2026M20,000 (6) (7)Class A Ordinary Shares20,000$0166,668D
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 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.
5. 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.
6. 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.
7. This grant does not have an expiration date.
/s/ Ning Zhang09/29/2026
** 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)

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