Lou Tiancheng 4

What Happened

• Lou Tiancheng, Pony AI’s Chief Technology Officer and a director, had 31,250 restricted stock units (RSUs) vest on June 25, 2026. The RSUs were converted/treated as derivative shares and then dispositioned back to the issuer in a cash settlement at $6.93 per share, resulting in proceeds of $216,563. The Form 4 shows related derivative exercise/conversion entries (RSU conversion with no exercise price) and the cash disposition to the issuer.

Key Details

• Transaction date: June 25, 2026. Form filed: June 29, 2026.
• Disposition: 31,250 shares sold/settled to issuer at $6.93 per share; total proceeds $216,563.
• Derivative entries: RSU conversion/exercise recorded (no exercise price) consistent with RSU vesting.
• Shares owned after transaction: not specified in the filing.
• No 10b5-1 plan or other trading plan is referenced in the filing.
• Footnotes: RSUs were granted Dec 4, 2024; each RSU equals one Class A ordinary share; settlement of vested RSUs was in cash per the company’s 2016 share incentive plan. Vesting schedule: 25% on the first anniversary of Oct 31, 2024, then the remaining 75% vests in 6.25% increments at the last day of each quarter thereafter. This grant has no expiration date.

Context

• These transactions reflect vested RSUs that were cash‑settled by the company (not an open‑market sale). Cash settlement of vested RSUs is commonly used to pay out value and often to cover tax withholding obligations, so it is not necessarily a signal of the insider’s view of the stock.
• For retail investors, note the difference between a typical open‑market sale (insider sells existing shares) and a cash settlement of RSUs (company converts units and pays cash). This filing shows the latter.