Pony AI (PONY) VP sells 22,946 shares in mandatory tax sell-to-cover

Rhea-AI Filing Summary

Pony AI Inc. Vice President Zhang Ning executed a mandatory sell-to-cover transaction related to equity compensation. On this transaction date, Zhang sold 22,946 Class A Ordinary Shares at $8.6875 per share under a non-discretionary arrangement to pay income taxes on vesting restricted stock units. After the sale, Zhang directly held 612,539 Class A Ordinary Shares, indicating the transaction was tied to tax obligations rather than an elective reduction of ownership.

Insider Trade Summary

Net Seller: 22,946 shares ($199,343)

Net Sell 1 txn

Insider ZHANG NING

Role Vice President

Sold 22,946 shs ($199K)

Type	Security	Shares	Price	Value
Sale	Class A Ordinary Shares	22,946	$8.6875	$199K

Holdings After Transaction: Class A Ordinary Shares — 612,539 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 22,946 shares Sale price: $8.6875 per share Shares held after transaction: 612,539 shares

3 metrics

Shares sold 22,946 shares Mandatory sell-to-cover transaction

Sale price $8.6875 per share Price for Class A Ordinary Shares sold

Shares held after transaction 612,539 shares Direct Class A Ordinary Share holdings post-transaction

Key Terms

sell-to-cover, restricted stock units, non-discretionary

3 terms

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.

restricted stock units financial

"income tax liabilities incurred upon vesting of previously reported restricted stock units"

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.

non-discretionary financial

"mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities"

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)
03/30/2026

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	03/30/2026		S(1)		22,946	D	$8.6875	612,539	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

Explanation of Responses:

1. 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.

	/s/ Tian Gao, Attorney-in-Fact for Ning Zhang	03/31/2026
	** 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) Vice President Zhang Ning report in the latest Form 4?

Zhang Ning reported selling 22,946 Class A Ordinary Shares of Pony AI at $8.6875 per share. The sale was a mandatory sell-to-cover transaction to satisfy income tax liabilities from vesting restricted stock units.

Why did Zhang Ning sell 22,946 Pony AI (PONY) shares?

The shares were sold under a mandatory non-discretionary sell-to-cover arrangement. This means the transaction was automatically executed to cover income tax liabilities triggered when previously reported restricted stock units vested.

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

Following the reported sale, Zhang Ning directly holds 612,539 Class A Ordinary Shares of Pony AI. This figure reflects the remaining ownership position after the tax-related sell-to-cover transaction disclosed in the Form 4 filing.

Was Zhang Ning’s Pony AI (PONY) share sale an open-market trade?

The transaction is coded as an open-market sale but described as a mandatory non-discretionary sell-to-cover. It was executed specifically to pay income taxes arising from the vesting of restricted stock units, rather than as a discretionary portfolio decision.

What type of security was involved in Zhang Ning’s Pony AI (PONY) Form 4 transaction?

The Form 4 transaction involved Class A Ordinary Shares of Pony AI. These shares were sold in connection with a tax-related sell-to-cover arrangement tied to the vesting of previously reported restricted stock units.