What are Ning Zhang’s Pony AI share holdings after these RSU vestings?

Following the March 25, 2026 vesting events, Ning Zhang directly holds 635,485 Class A ordinary shares of Pony AI. This figure reflects the cumulative position after all reported restricted stock unit conversions in the filing.

Pony AI (PONY) VP Ning Zhang gets 42,250 vested shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Pony AI Inc. Vice President Ning Zhang reported routine equity vesting. On March 25, 2026, previously granted restricted stock units vested and were exercised into a total of 42,250 Class A ordinary shares at a conversion price of $0.00 per share, bringing Zhang’s direct holdings to 635,485 shares.

Insider Trade Summary

42,250 shares exercised/converted

Mixed 8 txns

Insider ZHANG NING

Role Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,000	$0.00	--
Exercise	Restricted Stock Units	1,250	$0.00	--
Exercise	Restricted Stock Units	10,000	$0.00	--
Exercise	Restricted Stock Units	20,000	$0.00	--
Exercise	Class A Ordinary Shares	11,000	$0.00	--
Exercise	Class A Ordinary Shares	1,250	$0.00	--
Exercise	Class A Ordinary Shares	10,000	$0.00	--
Exercise	Class A Ordinary Shares	20,000	$0.00	--

Holdings After Transaction: Restricted Stock Units — 3,667 shares (Direct); Class A Ordinary Shares — 604,235 shares (Direct)

Footnotes (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 April 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 →

03/27/2026 - 04:11 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^*

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)
03/25/2026

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	03/25/2026		M		11,000	A	⁽¹⁾	604,235	D
Class A Ordinary Shares	03/25/2026		M		1,250	A	⁽¹⁾	605,485	D
Class A Ordinary Shares	03/25/2026		M		10,000	A	⁽¹⁾	615,485	D
Class A Ordinary Shares	03/25/2026		M		20,000	A	⁽¹⁾	635,485	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	⁽²⁾	03/25/2026		M			11,000	⁽³⁾	⁽⁷⁾	Class A Ordinary Shares	11,000	$0	3,667	D
Restricted Stock Units	⁽²⁾	03/25/2026		M			1,250	⁽⁴⁾	⁽⁷⁾	Class A Ordinary Shares	1,250	$0	5,417	D
Restricted Stock Units	⁽²⁾	03/25/2026		M			10,000	⁽⁵⁾	⁽⁷⁾	Class A Ordinary Shares	10,000	$0	66,667	D
Restricted Stock Units	⁽²⁾	03/25/2026		M			20,000	⁽⁶⁾	⁽⁷⁾	Class A Ordinary Shares	20,000	$0	206,668	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 April 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, Attorney-in-Fact for Ning Zhang	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Pony AI (PONY) report for Ning Zhang?

Pony AI reported that Vice President Ning Zhang had restricted stock units vest and convert into Class A ordinary shares on March 25, 2026. These transactions reflect scheduled equity compensation vesting rather than open-market stock purchases or sales.

How many Pony AI shares vested for Ning Zhang in this Form 4?

A total of 42,250 Class A ordinary shares vested for Ning Zhang through the settlement of restricted stock units. Each RSU converted into one share at a stated price of $0.00 per share, consistent with equity compensation awards.

Did Ning Zhang buy or sell Pony AI (PONY) shares in the market?

The filing shows no open-market buys or sells. All reported transactions are exercises of restricted stock units that vested into Class A ordinary shares, with no sales or tax-withholding dispositions disclosed in this report.

What do the footnotes reveal about Pony AI’s RSU awards to Ning Zhang?

The footnotes explain that each RSU represents one Class A ordinary share and describe multi-year vesting schedules for awards granted in 2021, 2023, and 2024. Portions vest on first anniversaries, with remaining units vesting quarterly thereafter.

Were any restricted stock units left unexercised after this Pony AI filing?

The filing’s derivative position summary is empty, indicating no remaining derivative securities are reported there for this insider. The transactions recorded show RSUs that vested and fully settled into Pony AI Class A ordinary shares.