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

The 13,751-share sale was tax-related, executed under a mandatory non-discretionary sell-to-cover arrangement. It was specifically undertaken to satisfy income tax liabilities arising from the vesting of previously reported RSUs, rather than reflecting a discretionary open-market portfolio decision.

Pony AI (PONY) CFO RSUs vest and mandatory tax sell-to-cover sale reported

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Pony AI Inc. Chief Financial Officer Wang Haojun reported routine equity compensation activity. On June 25, 2026, restricted stock units vested and settled into a total of 34,712 Class A Ordinary Shares at a conversion price of $0.00 per share. A mandatory non-discretionary sell-to-cover arrangement then sold 13,751 Class A Ordinary Shares on June 26, 2026 at an average price of $6.8596 per share to satisfy income tax liabilities from the RSU vesting. Following these transactions, Wang directly holds 1,442,504 Class A Ordinary Shares, and 3,209 Restricted Stock Units remain outstanding under the reported awards.

Insider Trade Summary

Net Seller: 13,751 shares ($94,326)

Net Sell 7 txns

Insider Wang Haojun

Role Chief Financial Officer

Sold 13,751 shs ($94K)

Type	Security	Shares	Price	Value
Sale	Class A Ordinary Shares	13,751	$6.8596	$94K
Exercise	Restricted Stock Units	962	$0.00	--
Exercise	Restricted Stock Units	10,000	$0.00	--
Exercise	Restricted Stock Units	23,750	$0.00	--
Exercise	Class A Ordinary Shares	962	$0.00	--
Exercise	Class A Ordinary Shares	10,000	$0.00	--
Exercise	Class A Ordinary Shares	23,750	$0.00	--

Holdings After Transaction: Class A Ordinary Shares — 1,442,504 shares (Direct, null); Restricted Stock Units — 3,209 shares (Direct, null)

Footnotes (1)

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

Key Figures

Tax-related sale: 13,751 shares at $6.8596/share Post-transaction holdings: 1,442,504 shares RSUs converted to shares: 34,712 shares at $0.00 +3 more

6 metrics

Tax-related sale 13,751 shares at $6.8596/share Class A Ordinary Shares sold on June 26, 2026 under sell-to-cover

Post-transaction holdings 1,442,504 shares Class A Ordinary Shares directly held after June 26, 2026 sale

RSUs converted to shares 34,712 shares at $0.00 RSUs vested into Class A Ordinary Shares on June 25, 2026

Net share change 13,751 net shares disposed Net of buy/sell activity in the reported period

Remaining RSUs 3,209 RSUs Restricted Stock Units remaining after reported vesting activity

Total RSU exercises 34,712 RSUs Exercise or conversion of derivative securities in this filing

Key Terms

Restricted Stock Units, sell-to-cover, Class A Ordinary Shares, vesting schedules, +1 more

5 terms

Restricted Stock Units financial

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

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 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.

Class A Ordinary Shares financial

"settled into Class A ordinary shares."

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.

vesting schedules financial

"The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary"

mandatory non-discretionary arrangement financial

"pursuant to a mandatory non-discretionary sell-to-cover arrangement"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:02 PM Accepted by SEC EDGAR 06/29/2026 - 04:02 PM

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	06/25/2026		M		962	A	⁽¹⁾	1,422,505	D
Class A Ordinary Shares	06/25/2026		M		10,000	A	⁽¹⁾	1,432,505	D
Class A Ordinary Shares	06/25/2026		M		23,750	A	⁽¹⁾	1,456,255	D
Class A Ordinary Shares	06/26/2026		S⁽²⁾		13,751	D	$6.8596⁽²⁾	1,442,504	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	06/25/2026		M			962	⁽⁴⁾	⁽⁷⁾	Class A Ordinary Shares	962	$0	3,209	D
Restricted Stock Units	⁽³⁾	06/25/2026		M			10,000	⁽⁵⁾	⁽⁷⁾	Class A Ordinary Shares	10,000	$0	56,667	D
Restricted Stock Units	⁽³⁾	06/25/2026		M			23,750	⁽⁶⁾	⁽⁷⁾	Class A Ordinary Shares	23,750	$0	221,668	D

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/ Haojun Wang	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Pony AI (PONY) CFO Wang Haojun report?

Pony AI’s CFO Wang Haojun reported RSU vesting into 34,712 Class A Ordinary Shares and a related sale of 13,751 shares. The sale was executed under a mandatory sell-to-cover arrangement to pay income taxes triggered by the vesting of previously granted restricted stock units.

How many Pony AI (PONY) shares did the CFO sell and at what price?

Wang sold 13,751 Class A Ordinary Shares at an average price of $6.8596 per share. The transaction occurred on June 26, 2026 and was part of a mandatory non-discretionary sell-to-cover program for settling income tax liabilities from RSU vesting.

How many Pony AI (PONY) shares does the CFO hold after these transactions?

After the reported transactions, Wang directly holds 1,442,504 Class A Ordinary Shares. This post-transaction stake reflects RSUs that vested into common shares and the subsequent tax-related sell-to-cover sale, leaving him with a substantial continuing ownership position in Pony AI.

What happened to Pony AI (PONY) restricted stock units in this Form 4?

Previously granted restricted stock units vested and settled into 34,712 Class A Ordinary Shares on June 25, 2026. Each RSU converts into one Class A Ordinary Share at $0.00 per share, and 3,209 RSUs remain outstanding under the reported awards after these vesting events.

What are the vesting schedules for the Pony AI (PONY) RSU grants?

The RSU awards vest 25% on the first anniversary of specified start dates, with the remaining 75% vesting quarterly at 6.25% on the 25th day of each quarter’s final month. These schedules apply to awards granted on May 15, 2023, December 10, 2023, and December 4, 2024.