6-K - PONY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission file number: 001-42409

Pony AI Inc.

(Exact Name of Registrant as Specified in ItsCharter)

1301 Pearl Development Building

1 Mingzhu 1st Street, Hengli Town, Nansha District

Guangzhou, People’s Republic of China,511458

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

EXPLANATORY NOTE

We submitted a monthly return form dated March 5, 2026 in relation to the movements in our authorized share capital and issued shares in February 2026 to The Stock Exchange of Hong Kong Limited. For details, please refer to the exhibit to this current report on Form 6-K.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements<br>in Securities

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pony AI Inc.
Date: March 5, 2026	By:	/s/ Jun Peng
		Name: Dr. Jun Peng
		Title: Chairman of the Board, Chief Executive Officer

Exhibit 99.1

FF301<br>Page 1 of 12 v 1.2.0<br>Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in<br>Securities<br>For the month ended: 28 February 2026 Status: New Submission<br>To : Hong Kong Exchanges and Clearing Limited<br>Name of Issuer: Pony AI Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)<br>Date Submitted: 05 March 2026<br>I. Movements in Authorised / Registered Share Capital<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02026 Description Class A Ordinary Shares<br>Number of authorised/registered shares Par value Authorised/registered share capital<br>Balance at close of preceding month 498,911,230 USD 0.0005 USD 249,455.62<br>Increase / decrease (-) USD<br>Balance at close of the month 498,911,230 USD 0.0005 USD 249,455.62<br>2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No<br>Stock code (if listed) 02026 Description Class B Ordinary Shares<br>Number of authorised/registered shares Par value Authorised/registered share capital<br>Balance at close of preceding month 81,088,770 USD 0.0005 USD 40,544.39<br>Increase / decrease (-) USD<br>Balance at close of the month 81,088,770 USD 0.0005 USD 40,544.39<br>3. Class of shares WVR ordinary shares Type of shares Other type (specify in description) Listed on the Exchange (Note 1) No<br>Stock code (if listed) 02026 Description Undesignated share
FF301<br>Page 2 of 12 v 1.2.0<br>Number of authorised/registered shares Par value Authorised/registered share capital<br>Balance at close of preceding month 20,000,000 USD 0.0005 USD 10,000<br>Increase / decrease (-) USD<br>Balance at close of the month 20,000,000 USD 0.0005 USD 10,000<br>Total authorised/registered share capital at the end of the month: USD 300,000.01<br>Remarks:<br>With reference to the Company’s prospectus dated 28 October 2025, the Company undertook to convene a general meeting within six months from the listing date to amend its Articles of<br>Association so that the authorised share capital of the Company will consist of Class A ordinary shares and Class B ordinary shares.<br><br>The Company has scheduled an extraordinary general meeting to be held on 2 April 2026 to approve the aforesaid matters. For further details, please refer to the Company’s circular dated 5<br>February 2026.
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FF301<br>Page 3 of 12 v 1.2.0<br>II. Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02026 Description Class A Ordinary Share<br>Number of issued shares<br>(excluding treasury shares) Number of treasury shares Total number of issued shares<br>Balance at close of preceding month 352,452,783 0 352,452,783<br>Increase / decrease (-) 0 0<br>Balance at close of the month 352,452,783 0 352,452,783<br>Public float sufficiency confirmation (Note 4)<br>Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the<br>month:<br> ✔ the applicable public float requirement (see below) has been complied with<br>the applicable public float requirement (see below) has not been complied with<br>The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is:<br>Applicable public float threshold Initial Prescribed Threshold - the minimum percentage of public float prescribed at the time of listing (please specify the<br>percentage in "Minimum prescribed public float at the time of listing" below)<br>Minimum prescribed public float at the time of listing Percentage: 10% of the total number of issued shares in the class to which the listed shares belong (excluding treasury<br>shares)<br>Additional information<br>2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No<br>Stock code (if listed) 02026 Description Class B Ordinary Share<br>Number of issued shares<br>(excluding treasury shares) Number of treasury shares Total number of issued shares<br>Balance at close of preceding month 81,088,770 0 81,088,770<br>Increase / decrease (-) 0 0<br>Balance at close of the month 81,088,770 0 81,088,770<br>Remarks:
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FF301<br>Page 4 of 12 v 1.2.0<br>Opening and closing balances of Class A ordinary shares shown above are including 1,431,283 and 1,430,091 Class A ordinary shares which are registered in the name of our depositary bank<br>satisfying any future exercise or vesting of awards granted under the 2016 Share Plan respectively.
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FF301<br>Page 5 of 12 v 1.2.0<br>III. Details of Movements in Issued Shares and/or Treasury Shares<br>(A). Share Options (under Share Option Schemes of the Issuer)<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02026 Description Class A Ordinary Share<br>Particulars of share option scheme<br>Number of share<br>options outstanding at<br>close of preceding<br>month<br>Movement during the month<br>Number of share<br>options outstanding at<br>close of the month<br>Number of new shares<br>issued during the month<br>pursuant thereto (A1)<br>Number of treasury<br>shares transferred out of<br>treasury during the<br>month pursuant thereto<br>(A2)<br>Number of shares which<br>may be issued or<br>transferred out of<br>treasury pursuant<br>thereto as at close of<br>the month<br>The total number of<br>shares which may be<br>issued or transferred out<br>of treasury upon<br>exercise of all share<br>options to be granted<br>under the scheme at<br>close of the month<br>1). 2016 Share Plan (adopted by our<br>Company on December 3, 2016<br>and amended in 2019 and 2020)<br>1,621,005 1,621,005 1,621,005 0<br>General Meeting approval date (if applicable)<br>Increase in issued shares (excluding treasury shares): WVR ordinary shares A (AA1)<br>Decrease in treasury shares: WVR ordinary shares A (AA2)<br>Total funds raised during the month from exercise of options:
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FF301<br>Page 6 of 12 v 1.2.0<br>(B). Warrants to Issue Shares of the Issuer Not applicable
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FF301<br>Page 7 of 12 v 1.2.0<br>(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable
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FF301<br>Page 8 of 12 v 1.2.0<br>(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)<br>1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes<br>Stock code (if listed) 02026 Description Class A Ordinary Share<br>Description of other agreements or arrangements<br>General Meeting<br>approval date<br>(if applicable)<br>Number of new shares issued during<br>the month pursuant thereto (D1)<br>Number of treasury shares transferred<br>out of treasury during the month<br>pursuant thereto (D2)<br>Number of shares which may be issued<br>or transferred out of treasury pursuant<br>thereto as at close of the month<br>1). 2016 Share Plan - Restricted Share Unit Award (adopted by our Company on December 3, 2016<br>and amended in 2019 and 2020) 7,490,743<br>Increase in issued shares (excluding treasury shares): WVR ordinary shares A (DD1)<br>Decrease in treasury shares: WVR ordinary shares A (DD2)<br>Remarks:<br>As of 28 February 2026, 7,490,743 shares of the issuer may be issued pursuant to the restricted share units granted under 2016 Share Plan.<br>1,192 restricted share units granted under 2016 Share Plan were vested during the month. 595,484 restricted share units granted under 2016 Share Plan were cancelled during the month.
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FF301<br>Page 9 of 12 v 1.2.0<br>(E). Other Movements in Issued Shares and/or Treasury Shares Not applicable<br>Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): WVR ordinary shares A<br>Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): WVR ordinary shares A
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FF301<br>Page 10 of 12 v 1.2.0<br>IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable
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FF301<br>Page 11 of 12 v 1.2.0<br>V. Confirmations<br>Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares<br>sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it<br>has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as<br>applicable:<br>(Note 5)<br>(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;<br>(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;<br>(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;<br>(iv) all the securities of each class are in all respects identical (Note 5);<br>(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has<br> been made with all other legal requirements;<br>(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;<br>(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase<br> consideration for all such property has been duly satisfied; and<br>(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the<br> Registrar of Companies.<br>Submitted by: Tian GAO<br>Title: Joint Company Secretary<br>(Director, Secretary or other Duly Authorised Officer)
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FF301<br>Page 12 of 12 v 1.2.0<br>Notes<br>1. The Exchange refers to The Stock Exchange of Hong Kong Limited.<br>2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as<br>"cancellation date".<br>In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in<br>treasury".<br>3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet<br>cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative<br>number.<br>4. "Initial Prescribed Threshold”, "Alternative Threshold” and "market value" have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or<br>25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure.<br>5. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already<br>made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or<br>transferred, no further confirmation is required to be made in this return.<br>6. “Identical” means in this context:<br> ． the securities are of the same nominal value with the same amount called up or paid up;<br> ． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to<br>exactly the same sum (gross and net); and<br> ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
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