Lou Tiancheng 4

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.