PONY

Business Context and Reporting Period

Pony AI Inc. is a Cayman Islands holding company developing autonomous driving technology, primarily operating through subsidiaries in the People's Republic of China (PRC) and the United States. The company focuses on robotaxi and robotruck services, as well as licensing its "Virtual Driver" technology. This Form 20-F covers the fiscal year ended December 31, 2025. In November 2025, the company completed a dual primary listing on the Hong Kong Stock Exchange (HKEX) in addition to its existing listing on the Nasdaq Global Select Market.

Key Financial Metrics (Year Ended Dec 31, 2025)

Note: The significant reduction in Net Loss in 2025 compared to 2024 is largely driven by a $128.0 million gain from changes in the fair value of trading securities, whereas 2024 included a $21.3 million loss in this category. Additionally, 2024 included a one-time $127.0 million share-based compensation expense related to the U.S. IPO.

Material Changes vs. Prior Period

• Revenue Growth: Total revenue increased 20.0% year-over-year (YoY) to $90.0 million. This was driven by a 128.6% increase in Robotaxi services revenue ($16.6 million) and a 19.7% increase in Licensing and applications revenue ($32.8 million). Robotruck revenue remained relatively flat at $40.6 million.
• Profitability Improvement: Net loss narrowed significantly to $76.8 million from $275.0 million in 2024. This improvement was primarily due to the $128.0 million unrealized gain on trading securities and a reduction in share-based compensation expenses ($30.8 million in 2025 vs. $127.0 million in 2024).
• Investment Activity: The company significantly increased its investment portfolio, with short-term investments rising to $872.2 million (from $209.0 million in 2024) and long-term investments rising to $454.9 million (from $130.8 million). This reflects a strategy of deploying excess cash into wealth management products and debt securities.
• Capital Raising: In November 2025, the company raised approximately $829.4 million in net proceeds from its dual primary listing on the HKEX.

Guidance, Outlook, and Risks

Outlook and Milestones:

• Robotaxi Expansion: As of March 31, 2026, Pony AI operated over 1,400 robotaxis. The company achieved city-wide unit economics breakeven in Shenzhen (February 2026) and Guangzhou (November 2025). It aims to deploy over 3,000 robotaxis in more than 20 cities globally by the end of 2026.
• Robotruck: Operated a fleet of 210 robotrucks as of March 31, 2026, with a strategic partnership with Sinotrans.
• Technology: Launched "PonyWorld 2.0," a proprietary world model for training autonomous driving systems, in April 2026.

• Regulatory Environment (China & US): The company faces evolving regulations regarding autonomous driving, data security, and cross-border data transfers in China. In the U.S., it is subject to export controls on advanced semiconductors and potential restrictions under the Outbound Investment Program (OIP).
• Geopolitical Tensions: Rising trade tensions and tariffs between the U.S. and China could impact supply chains, component costs, and the ability to raise capital from U.S. investors.
• Profitability: The company has a history of significant net losses and negative operating cash flows. It expects to continue incurring substantial R&D expenses and capital expenditures to scale its fleets.
• Customer Concentration: The top three customers accounted for 59.4% of total revenue in 2025, with Sinotrans being a major related party customer.

Investor Verification Checklist

• Investment Gains: Verify the sustainability of the $128.0 million gain from trading securities, which significantly masked the underlying operating loss.
• Unit Economics: Confirm the durability of the "city-wide unit economics breakeven" claims in Shenzhen and Guangzhou as the fleet scales.
• Regulatory Compliance: Monitor the status of cybersecurity reviews and data transfer approvals required by Chinese authorities, as well as U.S. export control compliance regarding semiconductor supply.
• Related Party Transactions: Review the terms and volume of transactions with Sinotrans (approx. 32.9% of 2025 revenue) to assess dependency risks.
• Cash Burn Rate: Assess the runway provided by the $1.16 billion in liquid assets against the projected capital expenditures for fleet expansion and R&D.