PONY · Pony AI Inc. · Insider Trading

On September 30, 2026, MyKornucopia Limited ("MyKornucopia") entered into a prepaid variable forward transaction (aka "collar financing") with an unaffiliated third party buyer. The transaction obligates MyKornucopia to deliver to the buyer up to 3,000,000 aggregate shares of the Issuer's Class A ordinary shares (or at MyKornucopia's election, an equivalent amount of cash) on specified dates in 2028. In exchange for assuming this obligation, MyKornucopia received an aggregate cash payment. MyKornucopia has granted security over 3,000,000 Class B ordinary shares of the Issuer (the "Charged Class B Shares") to secure its obligations under the transaction, and retained dividend and voting rights in the Charged Class B Shares during the term of the transaction but may be required to make cash payments upon the occurrence of certain dividends declared prior to settlement.

This transaction is divided into 30 individual components (each comprising 100,000 shares) (the "Component Shares") of Class A ordinary shares). The number of Class A ordinary shares to be delivered to the buyer with respect to each component at settlement will be based on the volume weighted average price per share of the Class A ordinary shares on the Stock Exchange of Hong Kong Limited for each day during the Valuation Period (the "Settlement Price") as follows: (A) if the Settlement Price for any component is less than a floor price that is based on the price at which the buyer established its initial hedge position during the initial hedging period (the "Floor Price"), MyKornucopia will deliver for that component the Component Shares; (B) if the Settlement Price for any component is less than or equal to a cap price that is based on the price at which the buyer established its initial hedge position during the initial hedging period (the "Cap Price"),

(continued from Footnote 2) but greater than the Floor Price, MyKornucopia will deliver for that component a number of Class A ordinary shares equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (C) if the Settlement Price for any component is greater than the Cap Price, MyKornucopia will deliver for that component a number of shares equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share.

Mr. Peng is the sole shareholder of MyKornucopia and therefore may be deemed to beneficially own the securities held on record by MyKornucopia.

Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.

Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.

Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

25,729 vested RSUs were settled in cash based on fair market value on September 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan.

Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.

Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.

Represents the number of shares sold by the Reporting Person pursuant to a mandatory non-discretionary sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of previously reported restricted stock units.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was granted on June 2, 2022. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of April 1, 2022, 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.

This grant does not have an expiration date.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Represents vesting of restricted stock units (RSUs) granted in December 2024. The settlement of such vested RSUs were in cash based on fair market value on June 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Represents vesting of restricted stock units (RSUs) granted in December 2024. The settlement of such vested RSUs were in cash based on fair market value on June 25, 2026, as determined by the Issuer pursuant to the 2016 share incentive plan.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Reflects restricted stock units (RSUs) that vested and settled into Class A ordinary shares.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.

Each RSU represents the right to receive, upon vesting, one Class A ordinary share.

This RSU award was 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.

This grant does not have an expiration date.