Pony AI (PONY) VP gains 56,188 shares from RSU vesting

Rhea-AI Filing Summary

Pony AI Inc. executive Gao Tian, VP, Chief of Staff and General Counsel, acquired Class A ordinary shares through the vesting of restricted stock units on March 25, 2026. A total of 56,188 RSUs vested and settled into an equal number of Class A ordinary shares at a conversion price of $0.00 per share, reflecting equity compensation rather than an open-market purchase. Following these transactions, Gao Tian directly holds 363,244 Class A ordinary shares. The vested RSUs relate to awards granted in 2021, 2023, and 2024, each with quarterly vesting schedules after an initial one-year vesting date.

Insider Trade Summary

56,188 shares exercised/converted

Mixed 8 txns

Insider Gao Tian

Role VP, Chief of Staff, GC

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	16,000	$0.00	--
Exercise	Restricted Stock Units	813	$0.00	--
Exercise	Restricted Stock Units	7,500	$0.00	--
Exercise	Restricted Stock Units	31,875	$0.00	--
Exercise	Class A Ordinary Shares	16,000	$0.00	--
Exercise	Class A Ordinary Shares	813	$0.00	--
Exercise	Class A Ordinary Shares	7,500	$0.00	--
Exercise	Class A Ordinary Shares	31,875	$0.00	--

Holdings After Transaction: Restricted Stock Units — 10,667 shares (Direct); Class A Ordinary Shares — 323,056 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 28, 2021. The vesting schedules are 20% of the total RSU granted shall vest on the first anniversary of May 1, 2021, and the remaining 80% of the total RSU granted are scheduled to vest equally with 5% at the 25th day of the last month of each quarter thereafter. 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^*

Gao Tian

(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)
	VP, Chief of Staff, GC

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		16,000	A	(1)	323,056	D
Class A Ordinary Shares	03/25/2026		M		813	A	(1)	323,869	D
Class A Ordinary Shares	03/25/2026		M		7,500	A	(1)	331,369	D
Class A Ordinary Shares	03/25/2026		M		31,875	A	(1)	363,244	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			16,000	(3)	(7)	Class A Ordinary Shares	16,000	$0	10,667	D
Restricted Stock Units	(2)	03/25/2026		M			813	(4)	(7)	Class A Ordinary Shares	813	$0	3,521	D
Restricted Stock Units	(2)	03/25/2026		M			7,500	(5)	(7)	Class A Ordinary Shares	7,500	$0	50,000	D
Restricted Stock Units	(2)	03/25/2026		M			31,875	(6)	(7)	Class A Ordinary Shares	31,875	$0	329,376	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 28, 2021. The vesting schedules are 20% of the total RSU granted shall vest on the first anniversary of May 1, 2021, and the remaining 80% of the total RSU granted are scheduled to vest equally with 5% at the 25th day of the last month of each quarter thereafter.

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/ Tian Gao	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) report for Gao Tian?

Pony AI reported that executive Gao Tian acquired shares through RSU vesting. On March 25, 2026, 56,188 restricted stock units vested and settled into an equal number of Class A ordinary shares as part of previously granted equity compensation awards.

How many Pony AI shares does Gao Tian hold after the March 25, 2026 RSU vesting?

After the RSU vesting on March 25, 2026, Gao Tian directly holds 363,244 Class A ordinary shares of Pony AI. This figure reflects the newly settled shares from multiple RSU awards and represents her updated reported ownership position.

Was the Pony AI (PONY) insider activity a stock sale or purchase?

The activity was neither an open-market sale nor purchase. Gao Tian’s transactions were coded as “M,” indicating exercises or conversions of derivative securities, where restricted stock units vested and converted into Class A ordinary shares at a stated price of $0.00 per share.

What do the RSU footnotes in the Pony AI Form 4 explain?

The footnotes explain that each RSU converts into one Class A ordinary share upon vesting and describe vesting schedules. Awards granted in 2021, 2023, and 2024 vest partly after one year, with remaining portions vesting quarterly on the 25th day of each quarter’s last month.

How many restricted stock units did Gao Tian have vest at Pony AI on March 25, 2026?

On March 25, 2026, a total of 56,188 restricted stock units held by Gao Tian vested. Each RSU represented the right to receive one Class A ordinary share, so 56,188 Class A ordinary shares were issued to her in settlement of these awards.