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Pony AI Inc.·4

Apr 2, 8:10 AM ET

Lou Tiancheng 4

4 · Pony AI Inc. · Filed Apr 2, 2026

Research Summary

AI-generated summary of this filing

Updated

Pony AI (PONY) CTO Lou Tiancheng Enters Collar, Receives 600K RSUs

What Happened

  • Lou Tiancheng, Pony AI’s Chief Technology Officer and a director, was involved in two derivative transactions: (1) on March 30, 2026 his vehicle IWAY LLC entered a prepaid variable forward (a “collar”/prepaid forward) obligating IWAY to deliver up to 2,500,000 Class A ordinary shares (or cash in lieu) at specified settlement dates in 2029 in exchange for an upfront cash payment; and (2) he was reported as the recipient of 600,000 restricted stock units (RSUs) (grant date Jan 23, 2026; reported Apr 2, 2026) at $0.00 per RSU. The filing does not state the upfront cash amount received for the collar.

Key Details

  • Transaction dates: collar entered 2026-03-30 (reported 2026-04-02); RSU grant dated 2026-01-23 (reported 2026-04-02).
  • Collar: up to 2,500,000 Class A shares are subject to delivery (or cash settlement) in 2029; IWAY received an upfront cash payment (amount not disclosed). IWAY granted security over 2,500,000 Class B shares to secure the obligation; IWAY retains voting and dividend rights during the term but may owe cash for certain dividends before settlement.
  • Settlement mechanics: the 2.5M shares are split into 25 components of 100,000 shares each. Delivery per component in 2029 is based on Hong Kong VWAP vs. a Floor and Cap price — if Settlement Price < Floor, deliver full component; if between Floor and Cap, deliver a fraction (Floor/Settlement Price × component); if > Cap, a different capped fraction applies (see filing).
  • RSUs: 600,000 RSUs awarded; each RSU converts to one Class A share upon vesting. Vesting: 25% vests on the first anniversary of Dec 25, 2025 (i.e., Dec 25, 2026), remaining 75% vests in equal quarterly installments (6.25% each) thereafter. The grant has no expiration.
  • Beneficial ownership: Lou is the sole member of IWAY and thus may be deemed the beneficial owner of securities held by IWAY.
  • Shares owned after transaction: not specified in the Form 4.
  • Filing timeliness: Form filed Apr 2, 2026 covering a Mar 30, 2026 transaction—reported promptly in the filing.

Context

  • The collar/prepaid forward is a financing-like transaction: IWAY got cash now and took on an obligation to deliver shares (or cash) later based on future share prices. It is not a straightforward sale on the open market and does not necessarily signal a near-term change in insider conviction.
  • RSU grants are compensation; they only convert to shares as they vest and typically reflect retention/reward, not immediate buying or selling.
  • As always, retail investors should view derivative financings and grants differently from open-market purchases or sales: grants increase potential future share supply and collars lock in financing while deferring final settlement to a later date.

Insider Transaction Report

Form 4
Period: 2026-03-30
Pony AI Inc.PONY
Lou Tiancheng
DirectorChief Technology Officer
Transactions
  • Other

    Forward Sale Contract (obligation to sell)

    [F1][F2][F3][F4]
    2026-03-30+2,500,000→ 2,500,000 total(indirect: See footnote)
    → Class A Ordinary Shares (2,500,000 underlying)
  • Award

    Restricted Stock Units

    [F5][F6][F7]
    2026-04-02+600,000→ 600,000 total
    → Class A Ordinary Shares (600,000 underlying)
Footnotes (7)
  • [F1]On 30 March, 2026, IWAY LLC ("IWAY") entered into a prepaid variable forward transaction (aka "collar financing") with an unaffiliated third party buyer. The transaction obligates IWAY to deliver to the buyer up to 2,500,000 aggregate shares of the Issuer's Class A Ordinary Shares (or at IWAY's election, an equivalent amount of cash) on specified dates in 2029. In exchange for assuming this obligation, IWAY received an aggregate cash payment. IWAY has granted security over 2,500,000 Class B ordinary shares of the Issuer (the "Charged Class B Shares") to secure its obligations under the transaction, and retained dividend and voting rights in the Charged Class B Shares during the term of the transaction but may be required to make cash payments upon the occurrence of certain dividends declared prior to settlement.
  • [F2]This transaction is divided into 25 individual components (each comprising 100,000 shares) (the "Component Shares") of Class A ordinary shares). The number of Class A ordinary shares to be delivered to the buyer with respect to each component at settlement will be based on the volume weighted average price per share of the Class A ordinary shares on the Stock Exchange of Hong Kong Limited for each day during the valuation period (the "Settlement Price") as follows: (A) if the Settlement Price for any component is less than a floor price that is based on the price at which the buyer established its initial hedge position during the initial hedging period (the "Floor Price"), IWAY will deliver for that component the Component Shares; (B) if the Settlement Price for any component is less than or equal to a cap price that is based on the price at which the buyer established its initial hedge position during the initial hedging period (the "Cap Price"),
  • [F3](continued from Footnote 2) but greater than the Floor Price, IWAY will deliver for that component a number of Class A ordinary shares equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price for any component is greater than the Cap Price, IWAY will deliver for that component a number of shares equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share.
  • [F4]Mr. Lou is the sole member of IWAY and therefore may be deemed to beneficially own the securities held of record by IWAY.
  • [F5]Each restricted stock unit (RSU) represents the right to receive, upon vesting, one Class A ordinary share.
  • [F6]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 RSUs granted shall vest on the first anniversary of December 25, 2025, and the remaining 75% of the total RSUs 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/ Tiancheng Lou|2026-04-02

Documents

1 file
  • 4
    tm2611018-1_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT