Palladyne AI Corp. (PDYN) CTO acquires shares through ESPP purchase

Rhea-AI Filing Summary

Palladyne AI Corp.'s Chief Technology Officer, Denis Garagic, reported buying 981 shares of the company's common stock on December 1, 2025 under the Palladyne AI Corp. Employee Stock Purchase Plan (ESPP). The shares were acquired at a purchase price of $4.5475 per share, which reflects 85% of the closing price of the stock on that date, as provided by the ESPP terms. After this transaction, Garagic beneficially owns 570,229 shares of Palladyne AI common stock directly. The reported transaction relates to the ESPP purchase period from June 1, 2025 through December 1, 2025 and is noted as exempt under Rule 16b-3(c).

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GARAGIC DENIS

(Last) (First) (Middle)

C/O PALLADYNE AI CORP.

650 SOUTH 500 WEST, SUITE 150

(Street)

SALT LAKE CITY UT 84101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Palladyne AI Corp. [ PDYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF TECHNOLOGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	12/01/2025(2)		A	V	981	A	$4.5475(3)	570,229	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Palladyne AI Corp. Employee Stock Purchase Plan ("ESPP"), for the ESPP Purchase Period (as defined in the ESPP) of June 1, 2025 through December 1, 2025. This transaction is exempt under Rule 16b-3(c).

2. The Purchase Period ended December 1, 2025 and is the Purchase Period comprising the Offering Period (as defined in the ESPP) that began June 1, 2025.

3. In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the issuer's common stock on December 1, 2025.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Denis Garagic	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Palladyne AI Corp. (PDYN) report in this Form 4?

The Chief Technology Officer, Denis Garagic, reported acquiring 981 shares of Palladyne AI Corp. common stock on December 1, 2025 under the company’s Employee Stock Purchase Plan.

At what price were the Palladyne AI Corp. (PDYN) shares purchased under the ESPP?

The 981 shares of common stock were purchased at a price of $4.5475 per share, which reflects 85% of the closing price of Palladyne AI Corp.’s common stock on December 1, 2025, as specified by the ESPP.

How many Palladyne AI Corp. (PDYN) shares does the reporting person own after this transaction?

Following the reported purchase, the Chief Technology Officer beneficially owns 570,229 shares of Palladyne AI Corp. common stock, held in direct ownership.

What period does the Palladyne AI Corp. ESPP purchase cover in this Form 4 filing?

The reported ESPP purchase relates to the ESPP Purchase Period from June 1, 2025 through December 1, 2025, which is the Purchase Period comprising the Offering Period that began on June 1, 2025.

Is the Palladyne AI Corp. (PDYN) ESPP transaction exempt from short-swing profit rules?

The filing notes that the acquisition of shares under the Employee Stock Purchase Plan is exempt under Rule 16b-3(c), which provides an exemption from certain short-swing profit rules for qualifying employee benefit plan transactions.

What is the reporting person’s role at Palladyne AI Corp. (PDYN)?

The reporting person, Denis Garagic, is identified as an officer of Palladyne AI Corp., serving as the company’s Chief Technology Officer.