[Form 4] Pony AI Inc. Insider Trading Activity

Rhea-AI Filing Summary

Peng Jun reported acquisition or exercise transactions in this Form 4 filing.

Pony AI Inc. Chief Executive Officer Peng Jun received an equity compensation grant of 1,400,000 restricted stock units. Each RSU represents the right to receive one Class A ordinary share upon vesting. The RSUs were granted on January 23, 2026 under the 2026 Share Scheme, which shareholders approved on April 2, 2026.

According to the vesting schedule, 25% of the total RSUs vest on the first anniversary of December 25, 2025. The remaining 75% are scheduled to vest in equal 6.25% installments on the 25th day of the last month of each subsequent quarter. The grant has no expiration date and reflects compensation rather than an open‑market share purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Peng Jun

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	1,400,000	$0.00	--

Holdings After Transaction: Restricted Stock Units — 1,400,000 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 January 23, 2026 under the 2026 Share Scheme, which was approved by shareholders on April 2, 2026. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of December 25, 2025, 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

RSU Grant Size: 1,400,000 RSUs Underlying Shares: 1,400,000 Class A ordinary shares Initial Vesting Tranche: 25% of RSUs +2 more

5 metrics

RSU Grant Size 1,400,000 RSUs Grant to CEO Peng Jun on January 23, 2026

Underlying Shares 1,400,000 Class A ordinary shares One share per RSU upon vesting

Initial Vesting Tranche 25% of RSUs Vest on first anniversary of December 25, 2025

Ongoing Vesting Rate 6.25% per quarter On 25th day of last month of each quarter

Exercise Price $0.00 per RSU RSU grant with no cash exercise price

Key Terms

Restricted Stock Units, 2026 Share Scheme, Class A ordinary share, vesting

4 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.

2026 Share Scheme financial

"RSUs were granted on January 23, 2026 under the 2026 Share Scheme, which was approved by shareholders on April 2, 2026."

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 December 25, 2025, and the remaining 75% of the total RSU granted are scheduled to vest equally with 6.25%..."

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.

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^*

Peng Jun

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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)	04/02/2026		A		1,400,000		(2)	(3)	Class A Ordinary Shares	1,400,000	$0	1,400,000	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 January 23, 2026 under the 2026 Share Scheme, which was approved by shareholders on April 2, 2026. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of December 25, 2025, 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/ Jun Peng	04/02/2026
	** 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) CEO Peng Jun report in this Form 4?

Peng Jun reported receiving 1,400,000 restricted stock units as equity compensation. Each RSU converts into one Class A ordinary share upon vesting, increasing his potential share ownership over time as the award vests according to its schedule.

How many Pony AI (PONY) RSUs were granted to the CEO?

The CEO was granted 1,400,000 restricted stock units. These RSUs are a form of stock-based compensation and, once vested, entitle him to receive 1,400,000 Class A ordinary shares, aligning his interests with long-term shareholder value.

What is the vesting schedule for Peng Jun’s Pony AI (PONY) RSUs?

Twenty-five percent of the RSUs vest on the first anniversary of December 25, 2025. The remaining 75% vest in equal 6.25% installments on the 25th day of the last month of each following quarter, creating a multi-year vesting timeline.

Were Peng Jun’s Pony AI (PONY) RSUs granted under a shareholder-approved plan?

Yes, the RSUs were granted under the 2026 Share Scheme. This plan was approved by shareholders on April 2, 2026, indicating investor authorization for this equity compensation structure and its associated grants to executives.

Do the Pony AI (PONY) RSUs granted to the CEO have an expiration date?

This RSU grant does not have an expiration date. Instead, it is governed by the specified vesting schedule, after which vested units convert into Class A ordinary shares, assuming continued service and satisfaction of any plan conditions.

Does this Pony AI (PONY) Form 4 show the CEO buying or selling shares?

The Form 4 shows a grant of restricted stock units, not an open-market trade. It records compensation-related acquisition of RSUs, which may convert into Class A ordinary shares over time as they vest, rather than immediate share purchases or sales.