SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ZHANG NING

(Last)

(First)

(Middle)

1301 PEARL DEVELOPMENT BLDG, 1 MINGZHU

1ST STREET, HENGLI TOWN, NANSHA DISTRICT

(Street)

GUANGZHOU

511458

(City)

(State)

(Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Pony AI Inc. [ PONY ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	593,235	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	10,417	$0.82	D
Restricted Stock Units	⁽²⁾	⁽⁶⁾	Class A Ordinary Shares	14,667	⁽⁷⁾	D
Restricted Stock Units	⁽³⁾	⁽⁶⁾	Class A Ordinary Shares	6,667	⁽⁷⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁶⁾	Class A Ordinary Shares	76,667	⁽⁷⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁶⁾	Class A Ordinary Shares	226,668	⁽⁷⁾	D

Explanation of Responses:

1. Options were granted on July 18, 2019 and will expire on the tenth anniversary of the grant date. The vesting schedules are 25% of the total options granted shall vest on the first anniversary of April 15, 2019, and the remaining 75% of the total options granted are scheduled to vest in equal monthly installments of 1/48 thereafter over the next 36 months.

2. Restricted stock units (RSU) were granted on May 28, 2021. The vesting schedules are 20% of the total RSU granted shall vest on the first anniversary of April 1, 2021, and the remaining 80% of the total RSU granted are scheduled to vest equally with 5% at the 25th day of the last month of each quarter thereafter.

3. RSU were granted on May 15, 2023. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of April 1, 2023, and the remaining 75% of the total RSU granted are scheduled to vest equally with 6.25% at the 25th day of the last month of each quarter thereafter.

4. RSU were granted on December 10, 2023. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of November 1, 2023, and the remaining 75% of the total RSU granted are scheduled to vest equally with 6.25% at the 25th day of the last month of each quarter thereafter.

5. RSU were granted on December 4, 2024. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of October 31, 2024, and the remaining 75% of the total RSU granted are scheduled to vest equally with 6.25% at the 25th day of the last month of each quarter thereafter.

6. This grant does not have an expiration date.

7. Each restricted stock unit represents the right to receive, upon vesting, one Class A ordinary share.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tian Gao, Attorney-in-Fact for Ning Zhang	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Zhang Ning