小马智行 2026年年度报告和过渡报告

(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportFor the transition period fromtoCommission file number: 001-42409Pony AIInc.(Exact name of Registrant as specified in its charter)N/A(Translation of Registrant’s name into English)Cayman Islands(Jurisdiction of incorporation or organization)1301 Pearl Development Building1 Mingzhu 1st Street, Hengli Town, Nansha District,Guangzhou, People’s Republic of China, 511458(Address of principal executive offices)Dr.Jun PengChairman of the Board, Chief Executive OfficerTel: +86 020-3466-7656E-mail: ir@pony.ai1301 Pearl Development Building1 Mingzhu 1st Street, Hengli Town, Nansha District,Guangzhou, People’s Republic of China, 511458(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section12(b)of the Act: None(Title of Class) (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annualreport. 433,541,553 ordinary shares, comprised of 352,452,783 ClassA ordinary shares, par value US$0.0005 per share, and 81,088,770 ClassB ordinary shares,par value US$0.0005 per share, as of December31, 2025. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of theSecurities Exchange Act of 1934. Yes☐No☒ Note– Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d)of the Securities Exchange Act of1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section13(a)of theExchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☒ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issuedby the International Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow.☐Item17☐Item18 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section12, 13 or 15(d)of the Securities ExchangeAct of 1934 subsequent to the distribution of securities under a plan confirmed by a