Pony AI Inc. (PONY) VP awarded 200,000 RSUs in equity grant

Rhea-AI Filing Summary

Pony AI Inc. Vice President Zhang Ning received a grant of 200,000 restricted stock units (RSUs) linked to Class A ordinary shares. Each RSU converts into one share upon vesting. The award was granted on April 14, 2026, as equity compensation rather than an open-market purchase.

According to the vesting schedule, 25% of the total RSUs will vest on the first anniversary of March 25, 2026, and the remaining 75% will vest in equal 6.25% installments on the 25th day of the last month of each following quarter. After this grant, Zhang Ning directly holds 200,000 RSUs, and the grant has no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ZHANG NING

Role Vice President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	200,000	$0.00	--

Holdings After Transaction: Restricted Stock Units — 200,000 shares (Direct)

Footnotes (1)

1. Each restricted stock unit (RSU) represents the right to receive, upon vesting, one Class A ordinary share. RSUs were granted on April 14, 2026. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of March 25, 2026, 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 granted: 200,000 RSUs Post-transaction RSU holdings: 200,000 RSUs Initial vesting tranche: 25% of RSUs +3 more

6 metrics

RSUs granted 200,000 RSUs Grant to Vice President Zhang Ning on April 14, 2026

Post-transaction RSU holdings 200,000 RSUs Total RSUs directly held after the grant

Initial vesting tranche 25% of RSUs Vests on first anniversary of March 25, 2026

Ongoing vesting rate 6.25% per quarter On the 25th day of the last month of each quarter after first anniversary

Underlying security Class A ordinary shares Each RSU converts into one share upon vesting

Expiration No expiration date RSU grant explicitly stated to have no expiration date

Key Terms

Restricted Stock Units, Class A ordinary share, vesting, grant, award, or other acquisition, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit (RSU) represents the right to receive, upon vesting, one Class A ordinary share."

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.

Class A ordinary share financial

"Each restricted stock unit (RSU) represents the right to receive, upon vesting, one Class A ordinary share."

A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.

vesting financial

"25% of the total RSU granted shall vest on the first anniversary of March 25, 2026, 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."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

derivative financial

"transaction_type: derivative"

A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.

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^*

ZHANG NING

(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)
	Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

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

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	(1)	04/14/2026		A		200,000		(2)	(3)	Class A Ordinary Shares	200,000	$0	200,000	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents the right to receive, upon vesting, one Class A ordinary share.

2. RSUs were granted on April 14, 2026. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of March 25, 2026, 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.

3. This grant does not have an expiration date.

	/s/ Haojun Wang, Attorney-in-Fact for Ning Zhang	04/16/2026
	** 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 Zhang Ning?

Pony AI reported that Vice President Zhang Ning received 200,000 restricted stock units as an equity award. These RSUs were granted on April 14, 2026, and represent a form of stock-based compensation rather than an open-market share purchase or sale.

How many Pony AI (PONY) RSUs were granted to Zhang Ning and what do they represent?

Zhang Ning was granted 200,000 restricted stock units tied to Pony AI Class A ordinary shares. Each RSU represents the right to receive one Class A ordinary share upon vesting, aligning the executive’s compensation with long-term shareholder value.

What is the vesting schedule for Zhang Ning’s Pony AI (PONY) RSU grant?

The RSUs vest 25% on the first anniversary of March 25, 2026, with the remaining 75% vesting in equal 6.25% installments on the 25th day of the last month of each subsequent quarter, spreading vesting over multiple periods.

Is Zhang Ning’s Pony AI (PONY) RSU award an open-market share purchase?

No, the RSU award is a grant classified as a “grant, award, or other acquisition.” It is a compensation-related award, not an open-market purchase, and involves no stated purchase price per share in the reported transaction.

How many Pony AI (PONY) RSUs does Zhang Ning hold after this transaction?

After the April 14, 2026 grant, Zhang Ning directly holds 200,000 restricted stock units. These RSUs will convert into Class A ordinary shares only as they vest over time according to the disclosed vesting schedule.

Does Zhang Ning’s Pony AI (PONY) RSU grant have an expiration date?

The filing notes that this RSU grant does not have an expiration date. Vesting is governed solely by the time-based schedule, with units converting into Class A ordinary shares as vesting milestones are reached.