Palladyne AI Announces Employee Equity Awards

Key Terms

restricted stock units financial

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

rsus financial

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

2024 inducement equity incentive plan financial

A 2024 inducement equity incentive plan is a program that grants stock, options, or similar ownership-based pay to new hires as a hiring incentive under the company’s current rules. Think of it as a sign-on bonus paid in company shares instead of cash; it aims to attract and motivate talent but can dilute existing shareholders and change executive incentives, so investors watch it for potential impact on share value and management behavior.

nasdaq listing rule 5635(c)(4) regulatory

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

double-trigger vesting financial

Double-trigger vesting is a rule for employee stock options or restricted shares that requires two events before the employee fully owns them: usually a passage of time (or continued work) and a second event such as the company being sold or the employee being let go after that sale. It matters to investors because it affects how much equity stays with key employees after a merger or acquisition, which can influence management stability, integration risk, and the ultimate value or dilution of shares — like needing two separate keys to open an important lock.

change in control financial

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

SALT LAKE CITY--(BUSINESS WIRE)-- Palladyne AI Corp. (Nasdaq: PDYN and PDYNW) (“Palladyne AI”), a developer of artificial intelligence software for autonomous platforms in the industrial and defense sectors, today announced that on November 20, 2025, the Compensation Committee of Palladyne AI’s Board of Directors approved the grant of, in the aggregate, 272,208 restricted stock units, or RSUs, as material inducements to eight employees entering into employment with a subsidiary of Palladyne AI (the “New Hire Awards”). Six of the new employees entered into employment with Palladyne following the closing of the previously disclosed acquisitions of GuideTech LLC and Warnke Precision Machining, LLC, MKR Fabrication, LLC and MKR Fabrication Properties, LLC.

The New Hire Awards were made under Palladyne AI’s 2024 Inducement Equity Incentive Plan (the “2024 Inducement Plan”). Each of the New Hire Awards was granted as an inducement material to the employee's commencement of employment with a subsidiary of Palladyne AI pursuant to Nasdaq Listing Rule 5635(c)(4). Each of the New Hire Awards will vest as to 25% of the RSUs on the one-year anniversary of the grant date and as to 1/12 of the remaining options or RSUs on each of May 20, August 20, November 20, and March 10 of the succeeding three years, subject to the recipient continuing to be a service provider to Palladyne AI or one of its subsidiaries. Three employees’ New Hire Awards are also subject to certain double-trigger vesting provisions that apply in connection with a change in control. Each New Hire Award is subject to the terms and conditions of the 2024 Inducement Plan and the grant agreements covering the awards.

The Company grants equity awards to certain of its employees to better align their interests with those of our stockholders, as a meaningful retention incentive and as a means of reducing cash used in compensation expense.

About Palladyne AI Corp.

Palladyne AI Corp. (NASDAQ: PDYN) has developed an advanced artificial intelligence (AI) and machine learning (ML) software platform poised to revolutionize the capabilities of robots, enabling them to observe, learn, reason, and act in a manner akin to human intelligence. Our AI and ML software platform empowers robots to perceive variations or changes in the real-world environment, enabling them to autonomously maneuver and manipulate objects accurately in response.

The Palladyne AI software solution operates on the edge and dramatically reduces the significant effort required to program and deploy robots, enabling industrial robots and collaborative robots (cobots) to quickly achieve autonomous capabilities even in dynamic and or complex environments. It is designed to enable robotic systems to perceive their environment and quickly adapt to changing circumstances by generalizing (i.e., learning) from their past experience using dynamic real-time operations “on the edge” (i.e., on the robotic system) without extensive programming and with minimal robot training. Palladyne AI believes its software has wide application, including in industries such as automotive, aviation, construction, defense, general manufacturing, infrastructure inspection, logistics and warehousing. Its applicability extends beyond traditional robotics to include Unmanned Aerial Vehicles (UAVs), Unmanned Ground Vehicles (UGVs), and Remotely Operated Vehicles (ROVs). Palladyne AI’s approach is expected to elevate the return on investment associated with a diverse range of machines that are fixed, fly, float, or roll.

By enabling autonomy, reducing programming complexity, and enhancing efficiency, we are paving the way for a future where machines can excel in tasks that were once considered beyond their reach.

For more information on Palladyne AI, please visit www.palladyneai.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the capabilities or future capabilities of the Company’s AI/ML foundational technology and related software products; the benefits of the software and the industries that could benefit from it; and the applicability of the software to different kinds of machines (such as UAVs, UGVs and ROVs). Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or “continue” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Palladyne AI’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Palladyne AI is not under any obligation and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Readers should carefully review the statements set forth in the reports which Palladyne AI has filed or will file from time to time with the Securities and Exchange Commission (the “SEC”), in particular the risks and uncertainties set forth in the sections of those reports entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” for a description of risks facing Palladyne AI and that could cause actual events, results or performance to differ from those indicated in the forward-looking statements contained herein. The documents filed by Palladyne AI with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

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Palladyne AI Corp. PR and Investor Contacts:

Press Contact:

PR@palladyneai.com

Investor Contact:

IR@palladyneai.com

Source: Palladyne AI Corp.