Palladyne AI (PDYN) Chief Legal Officer acquires 1,000 ESPP shares

Rhea-AI Filing Summary

Palladyne AI Corp. reported an insider stock purchase by its Chief Legal Officer. The officer acquired 1,000 shares of Palladyne AI Corp. common stock on 12/01/2025 under the company’s Employee Stock Purchase Plan, at a purchase price of $4.5475 per share based on 85% of the closing price that day. After this transaction, the officer directly owns 188,008 shares of common stock. The filing notes that this transaction is exempt under Rule 16b-3(c), which generally covers certain employee benefit plan-related acquisitions.

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^*

SONNE STEPHEN

(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 LEGAL 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	1,000	A	$4.5475(3)	188,008	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	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) disclose?

Palladyne AI Corp. disclosed that its Chief Legal Officer acquired 1,000 shares of the company’s common stock on 12/01/2025 through the Employee Stock Purchase Plan.

At what price were the Palladyne AI Corp. (PDYN) shares purchased in this Form 4?

The 1,000 shares of Palladyne AI Corp. common stock were purchased at $4.5475 per share, calculated as 85% of the closing price on December 1, 2025 under the ESPP.

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

Following the reported transaction, the Chief Legal Officer beneficially owns 188,008 shares of Palladyne AI Corp. common stock in direct ownership.

What plan was used for the Palladyne AI Corp. (PDYN) share purchase?

The shares were acquired under the Palladyne AI Corp. Employee Stock Purchase Plan (ESPP) for the purchase period from June 1, 2025 through December 1, 2025.

Is the Palladyne AI Corp. (PDYN) insider transaction exempt under SEC rules?

Yes. The acquisition of shares under the ESPP is described as exempt under Rule 16b-3(c), which generally applies to certain transactions under employee benefit plans.

Who is the reporting person in this Palladyne AI Corp. (PDYN) Form 4 filing?

The reporting person is the Chief Legal Officer of Palladyne AI Corp., who filed individually as one reporting person.