Pony AI Inc. · Other acquisition · Forward Sale Contract (obligation to sell)

What does this filing report?

An SEC Form 4 filing for Pony AI Inc. records an other acquisition involving Forward Sale Contract (obligation to sell) on September 30, 2026. The reported quantity was 3,000,000. The filing date is October 2, 2026. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Derivative terms

Underlying security

Class A ordinary shares

Underlying quantity

3,000,000

Conversion / exercise price

Not reported

Exercise date

Not reported

Expiration date

Not reported

Filing footnotes & remarks

F1

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.

F2

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"),

F3

(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.

F4

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

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.