Pony AI (PONY) executive sells 31,561 shares in mandatory tax sell-to-cover

Rhea-AI Filing Summary

Pony AI Inc. executive Gao Tian, who serves as VP, Chief of Staff and General Counsel, reported a sale of 31,561 Class A Ordinary Shares at $8.6875 per share on March 30, 2026. According to the filing, this was a mandatory non-discretionary sell-to-cover transaction to satisfy income tax liabilities from vesting restricted stock units, rather than a discretionary sale. Following the transaction, Gao Tian directly holds 331,683 Class A Ordinary Shares.

Insider Trade Summary

Net Seller: 31,561 shares ($274,186)

Net Sell 1 txn

Insider Gao Tian

Role VP, Chief of Staff, GC

Sold 31,561 shs ($274K)

Type	Security	Shares	Price	Value
Sale	Class A Ordinary Shares	31,561	$8.6875	$274K

Holdings After Transaction: Class A Ordinary Shares — 331,683 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 31,561 shares Sale price: $8.6875 per share Shares held after transaction: 331,683 shares

3 metrics

Shares sold 31,561 shares Class A Ordinary Shares sold on March 30, 2026

Sale price $8.6875 per share Price for the 31,561 Class A Ordinary Shares

Shares held after transaction 331,683 shares Direct Class A Ordinary Share holdings after sale

Key Terms

sell-to-cover, restricted stock units, non-discretionary, income tax liabilities

4 terms

sell-to-cover financial

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

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

"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"

income tax liabilities financial

"for the purpose of satisfying income tax liabilities incurred"

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)
03/30/2026

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)		31,561	D	$8.6875	331,683	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	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 insider transaction did Pony AI (PONY) report for Gao Tian?

Pony AI reported that executive Gao Tian sold 31,561 Class A Ordinary Shares at $8.6875 per share on March 30, 2026. The transaction was tied to tax obligations from vesting restricted stock units rather than a discretionary open-market sale.

Why did Gao Tian sell Pony AI (PONY) shares in this Form 4 filing?

The shares were sold under a mandatory non-discretionary sell-to-cover arrangement to pay income taxes from vesting restricted stock units. This means the sale was driven by tax withholding needs, not by an elective trading decision on the open market.

How many Pony AI (PONY) shares does Gao Tian hold after the reported sale?

After selling 31,561 Class A Ordinary Shares, Gao Tian directly holds 331,683 Class A Ordinary Shares. This shows the transaction covered tax obligations while leaving a substantial continuing equity position in Pony AI following the vesting-related sale.

What price per share was received in Gao Tian’s Pony AI (PONY) sell-to-cover transaction?

The reported transaction price was $8.6875 per Class A Ordinary Share. This price applies to the 31,561 shares sold as part of the mandatory non-discretionary sell-to-cover arrangement to satisfy income tax liabilities from restricted stock unit vesting.

Is Gao Tian’s Pony AI (PONY) transaction an open-market sale or a tax-related sale?

The transaction is coded as an open-market sale but described as a mandatory non-discretionary sell-to-cover for income tax liabilities on vesting restricted stock units. That characterization indicates a tax-driven sale rather than a discretionary timing decision by the executive.