Pony AI (PONY) CTO cash-settles 31,250 RSUs and returns shares to issuer

Rhea-AI Filing Summary

Pony AI Inc. director and CTO Lou Tiancheng reported compensation-related equity activity involving Restricted Stock Units (RSUs) and Class A Ordinary Shares. On June 25, 2026, 31,250 RSUs vested and were exercised into an equivalent number of Class A shares at an exercise price of $0.00 per share.

The same day, 31,250 Class A Ordinary Shares were disposed of back to the issuer at $6.93 per share in a transaction coded as a disposition to issuer, rather than an open‑market trade. According to the footnotes, the vested RSUs were settled in cash based on fair market value on June 25, 2026 under the company’s 2016 share incentive plan. The filing also notes an indirect holding of Class A Ordinary Shares through IWAY LLC.

Insights

Equity compensation analyst

Routine RSU vesting with cash settlement and issuer disposition, no open‑market trading.

The activity centers on 31,250 RSUs vesting and being exercised into Class A Ordinary Shares at an exercise price of $0.00 per share. This is standard equity compensation rather than a discretionary market purchase.

Those 31,250 newly delivered shares were then disposed of back to the issuer at $6.93 per share, coded as a disposition to issuer, not a sale into the market. Footnotes clarify the vested RSUs were settled in cash based on fair market value on June 25, 2026 under the 2016 share incentive plan, reinforcing this as compensation and settlement mechanics.

There were no open‑market buys or sells, and net buy/sell shares are reported as zero. The filing also records an indirect holding of Class A Ordinary Shares through IWAY LLC, indicating continued equity exposure via that entity. Overall, this looks like routine equity award vesting and settlement rather than a thesis‑changing insider trade.

Insider Trade Summary

31,250 shares exercised/converted

Mixed 4 txns

Insider Lou Tiancheng

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	31,250	$0.00	--
Exercise	Class A Ordinary Shares	31,250	$0.00	--
Disposition	Class A Ordinary Shares	31,250	$6.93	$217K
holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: Restricted Stock Units — 291,667 shares (Direct, null); Class A Ordinary Shares — 111,447 shares (Direct, null); Class A Ordinary Shares — 110,828 shares (Indirect, By IWAY LLC)

Footnotes (1)

1. Represents vesting of restricted stock units (RSUs) granted in December 2024. The settlement of such vested RSUs were in cash based on fair market value on June 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan. Each RSU represents the right to receive, upon vesting, one Class A ordinary share. 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.

Key Figures

RSUs vested: 31,250 units Shares disposed to issuer: 31,250 shares Disposition price: $6.93 per share +1 more

4 metrics

RSUs vested 31,250 units Restricted Stock Units vested on June 25, 2026

Shares disposed to issuer 31,250 shares Class A Ordinary Shares returned to issuer

Disposition price $6.93 per share Price for Class A shares disposed to issuer

Exercise price $0.00 per share Exercise or conversion of RSUs into Class A shares

Key Terms

Restricted Stock Units, disposition to issuer, 2016 share incentive plan, fair market value, +1 more

5 terms

Restricted Stock Units financial

"Represents vesting of restricted stock units (RSUs) granted in December 2024."

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.

disposition to issuer financial

"transaction_code_description: "Disposition to issuer" for 31,250 Class A Ordinary Shares."

2016 share incentive plan financial

"as determined by the Issuer pursuant to the 2016 share incentive plan."

fair market value financial

"settlement of such vested RSUs were in cash based on fair market value on June 25, 2026"

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.

Class A Ordinary Shares financial

"security_title: "Class A Ordinary Shares" in multiple transactions."

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:13 PM Accepted by SEC EDGAR 06/29/2026 - 04:12 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)
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)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	06/25/2026		M		31,250	A	(1)	111,447	D
Class A Ordinary Shares	06/25/2026		D		31,250	D	$6.93(1)	80,197	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	(2)	06/25/2026		M			31,250	(3)	(4)	Class A Ordinary Shares	31,250	$0	291,667	D

Explanation of Responses:

1. Represents vesting of restricted stock units (RSUs) granted in December 2024. The settlement of such vested RSUs were in cash based on fair market value on June 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan.

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

3. 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.

4. This grant does not have an expiration date.

	/s/ Tiancheng Lou	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)

FAQ

What did Pony AI (PONY) CTO Lou Tiancheng report in this Form 4?

Lou Tiancheng reported vesting of 31,250 Restricted Stock Units and related share movements. The RSUs were exercised into Class A Ordinary Shares and then disposed of back to the issuer, with settlement in cash based on fair market value on June 25, 2026.

How many Pony AI RSUs vested for Lou Tiancheng on June 25, 2026?

A total of 31,250 Restricted Stock Units vested for Lou Tiancheng on June 25, 2026. Each RSU represented the right to receive one Class A Ordinary Share upon vesting, subject to the company’s 2016 share incentive plan terms and the specified vesting schedule.

Were there any open-market share purchases or sales by Pony AI CTO in this filing?

No open-market purchases or sales were reported. The Form 4 shows RSU vesting, an exercise into 31,250 Class A Ordinary Shares at a zero exercise price, and a disposition of those shares back to the issuer, with cash settlement based on fair market value.

At what price were Pony AI shares disposed of back to the issuer?

31,250 Class A Ordinary Shares were disposed of back to the issuer at a reported price of $6.93 per share. This transaction is coded as a disposition to issuer, aligning with cash settlement of vested RSUs under the 2016 share incentive plan.

How are Lou Tiancheng’s Pony AI RSUs structured and scheduled to vest?

The RSU award, granted December 4, 2024, vests 25% on the first anniversary of October 31, 2024. The remaining 75% vests in equal 6.25% installments on the 25th day of the last month of each subsequent quarter, according to the disclosed vesting schedule.

How were the vested Pony AI RSUs settled in this transaction?

The vested RSUs were settled in cash based on the fair market value on June 25, 2026. The issuer determined this value under its 2016 share incentive plan, with the Form 4 also showing a corresponding disposition of 31,250 Class A Ordinary Shares to the issuer.