ZHANG NING 4

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.