ZHANG NING 4

4 · Pony AI Inc. · Filed Mar 27, 2026

AI-generated summary of this filing

Updated Mar 27, 2026

Pony AI (PONY) VP Zhang Ning Receives 42,250 Shares via RSU Vesting

What Happened

Ning Zhang, Vice President of Pony AI (PONY), had RSUs vest and settle into a total of 42,250 Class A ordinary shares on March 25, 2026. The filing shows conversion/exercise of derivative awards (transaction code M) for 11,000; 1,250; 10,000; and 20,000 shares. No cash was received or paid in the transaction — these were vested RSUs that converted into shares rather than an open-market purchase or sale.

Key Details

Transaction date: March 25, 2026. Form 4 filed: March 27, 2026 (filed within the standard two-business-day window).
Shares converted/received: 42,250 Class A ordinary shares in total (11,000 + 1,250 + 10,000 + 20,000).
Price/Proceeds: $0 reported — this reflects RSU vesting/settlement, not a cash sale or purchase.
Transaction code: M (exercise or conversion of a derivative) — here used for RSUs converting into underlying shares.
Shares owned after transaction: Not specified in the provided excerpt of the filing.
Relevant footnotes: F1–F6 explain these were previously granted RSU awards (each RSU equals one Class A share) with vesting schedules from grants in 2021, 2023, and 2024; F7 notes the grant has no expiration date.

Context

This was a standard RSU vesting/settlement event, not a sale. Because the RSUs converted into shares and no sale was reported, it is not an immediate sign of buying or selling activity by the insider. RSUs vest based on pre-established schedules (see footnotes), and conversions like this are commonly for compensation and retention rather than market-timing trades.

Form 4

Period: 2026-03-25

Vice President

Transactions

Exercise/Conversion
Class A Ordinary Shares
[F1]
2026-03-25+11,000→ 604,235 total
Exercise/Conversion
Class A Ordinary Shares
[F1]
2026-03-25+1,250→ 605,485 total
Exercise/Conversion
Class A Ordinary Shares
[F1]
2026-03-25+10,000→ 615,485 total
Exercise/Conversion
Class A Ordinary Shares
[F1]
2026-03-25+20,000→ 635,485 total
Exercise/Conversion
Restricted Stock Units
[F2][F3][F7]
2026-03-25−11,000→ 3,667 total
→ Class A Ordinary Shares (11,000 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4][F7]
2026-03-25−1,250→ 5,417 total
→ Class A Ordinary Shares (1,250 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5][F7]
2026-03-25−10,000→ 66,667 total
→ Class A Ordinary Shares (10,000 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F6][F7]
2026-03-25−20,000→ 206,668 total
→ Class A Ordinary Shares (20,000 underlying)

Footnotes (7)

[F1]Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.
[F2]Each RSU represents the right to receive, upon vesting, one Class A ordinary share.
[F3]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.
[F4]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.
[F5]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.
[F6]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.
[F7]This grant does not have an expiration date.

Signature

/s/ Tian Gao, Attorney-in-Fact for Ning Zhang|2026-03-27

1 file