Pony AI Inc. disclosed that its board approved new equity incentives on 14 April 2026 (after Hong Kong trading hours) under the 2026 Share Scheme.
Key grant details • Restricted share units (RSUs): 6.99 million units allotted to 514 employees, three independent non-executive directors (INEDs) and one external service provider. This represents 1.61% of the company’s issued share capital (excluding treasury shares). – Employees: 6.69 million RSUs (1.54% of issued shares) with staged vesting beginning one year after the respective vesting-commencement dates in 2025-2026 and quarterly thereafter. – INEDs: 20,076 RSUs (0.01% of issued shares) vesting in full on the first anniversary of 27 November 2025. – Service provider: 0.28 million RSUs (0.06% of issued shares) subject to business-development milestones and vesting over two years from 1 March 2026. • Options: 15,000 American depositary share (ADS) options granted to one employee (0.003% of issued shares). The exercise price is US$10.36 per ADS, the higher of the grant-day closing price and the five-day average. Twenty-five percent vest one year after 31 March 2026; the remainder vests quarterly thereafter. Options are exercisable for ten years from the grant date.
Pricing reference • Hong Kong-listed Class A ordinary share: HK$78.60 at close on 14 April 2026. • NASDAQ-listed ADS: US$10.36 at close on 14 April 2026.
Plan capacity • Total scheme limit: 43.35 million shares. After the current awards, 34.35 million shares remain available for future grants. • Service-provider sub-limit: 4.34 million shares; 4.06 million remain unutilised.
Governance and safeguards • All grants adhere to Hong Kong Listing Rules 17.06A-C. • A claw-back mechanism applies to both RSUs and options. • No performance targets attach to employee or INED awards; service-provider RSUs are milestone-linked. • No financial assistance is provided to grantees for share purchases.
The board states that the equity awards aim to recognise past contributions, align interests with shareholders and support the long-term development of Pony AI.