PDYN Chief Legal Officer reports RSU tax-related share sale

Rhea-AI Filing Summary

Palladyne AI Corp. (PDYN) reported an insider transaction by its Chief Legal Officer, Stephen Sonne. On 11/21/2025, Sonne sold 3,411 shares of common stock at a weighted-average price of $5.1129 per share.

The filing explains that these shares were sold to cover income tax liabilities arising from the vesting of restricted stock units (RSUs) under sell-to-cover arrangements and do not represent discretionary trading decisions. Following this transaction, Sonne beneficially owned 187,008 shares, including RSU-related shares, after 8,995 RSUs settled on November 20, 2025 and were partially reduced by the tax-related sale.

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

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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)
11/21/2025

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	11/21/2025		S(1)		3,411	D	$5.1129(2)	187,008(3)	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. Represents shares of common stock sold to cover income tax liabilities in connection with the vesting of restricted stock unit awards pursuant to sell-to-cover arrangements implemented by the Issuer, which the Reporting Person may elect to pay in cash, and does not represent discretionary transactions by the Reporting Person.

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $5.0601 to $5.151, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. Includes shares represented by RSUs, of which 8,995 settled on November 20, 2025 and were then reduced by the 3,411 shares sold for taxes as reported on this Form 4.

	/s/ Trevor Thatcher, attorney in fact on behalf of Stephen Sonne	11/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Palladyne AI (PDYN) disclose in this Form 4?

The Chief Legal Officer, Stephen Sonne, reported selling 3,411 shares of Palladyne AI common stock on 11/21/2025 at a weighted-average price of $5.1129 per share.

Why did the Palladyne AI (PDYN) Chief Legal Officer sell shares?

The filing states the shares were sold to cover income tax liabilities related to the vesting of RSU awards under sell-to-cover arrangements and were not discretionary transactions by the reporting person.

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

After the sale, Stephen Sonne beneficially owned 187,008 shares of Palladyne AI common stock, including shares represented by RSUs.

What RSU activity is described in the Palladyne AI (PDYN) Form 4?

The Form 4 notes that 8,995 RSUs settled on November 20, 2025, and these were then reduced by the 3,411 shares sold to cover taxes.

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

The reporting person is Stephen Sonne, who serves as Chief Legal Officer of Palladyne AI Corp.