ZHANG NING 4

What Happened
Ning Zhang, Vice President of Pony AI (PONY), reported the vesting/settlement of RSUs on 2026-06-25 that converted into 34,917 Class A ordinary shares (reported as derivative conversions). The next day (2026-06-26) Zhang sold 17,347 of those shares in an open-market transaction at $6.86 per share, generating proceeds of $118,993. The conversion entries show $0 cash received (typical for RSU settlement), and the subsequent sale is reported as a mandatory sell-to-cover to satisfy tax withholding.

Key Details

• Conversion/vesting dates: 2026-06-25 — total of 34,917 shares converted from RSUs (3,667 + 1,250 + 10,000 + 20,000). These conversions are coded as "M" (exercise/conversion of derivative).
• Sale: 2026-06-26 — 17,347 shares sold on the open market at $6.86 per share for $118,993. This sale is noted as a non‑discretionary sell‑to‑cover to satisfy income taxes (footnote F2).
• Footnotes: F1/F3 clarify these were RSUs that settled into Class A shares; F4–F7 list original RSU grant dates and vesting schedules (grants dated May 28, 2021; May 15, 2023; Dec 10, 2023; Dec 4, 2024). F8 notes one grant has no expiration.
• Shares owned after transaction: the filing does not disclose total post‑transaction holdings. From these events alone, 34,917 vested and 17,347 were sold, implying 17,570 shares from this settlement remain before counting prior holdings.
• Filing timeliness: Form 4 was filed 2026-06-29 for transactions on 6/25–6/26, which appears to be timely (within the usual two‑business‑day reporting window).

Context
These entries reflect RSU vesting and a routine sell‑to‑cover for taxes, not an open‑market investment purchase. RSU settlements (conversion of a derivative into shares) are coded as "M" on the form; the $0 amounts for the derivative disposals indicate conversion rather than a cash sale. Such sell‑to‑cover transactions are common when equity awards vest and generally do not by themselves indicate a change in the insider’s view of the company.