Palladyne AI (PDYN) CFO gets RSU award, sells shares for taxes

Rhea-AI Filing Summary

Palladyne AI Corp.'s Chief Financial Officer Trevor Thatcher reported two share-related events involving the company’s common stock. On March 10, 2026, he received 25,000 restricted stock units (RSUs) under the 2021 Equity Incentive Plan, which can only be settled in common shares.

According to the filing, 25% of this RSU award vests on March 10, 2027, with the remainder vesting in equal quarterly installments beginning May 20, 2027, subject to continued service. On March 12, 2026, he sold 7,649 shares at $7.55 per share to cover income tax liabilities from RSU vesting under sell-to-cover arrangements, described as non-discretionary. After these transactions, he directly owned 183,288 shares, including shares represented by RSUs.

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^*

THATCHER TREVOR

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		A		25,000(1)	A	$0	190,937	D
Common Stock	03/12/2026		S(2)		7,649	D	$7.55	183,288(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 restricted stock units ("RSUs") granted pursuant to the 2021 Equity Incentive Plan, which can only be settled with shares of common stock. 25% of the award vests on March 10, 2027, and 1/12 of the award vests on each quarterly vesting date thereafter beginning May 20, 2027, subject to continued service through the applicable vesting date.

2. 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.

3. Includes shares represented by RSUs, of which 17,500 settled on March 10, 2026 and were then reduced by the 7,649 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Trevor Thatcher	03/12/2026
	** 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 did Palladyne AI (PDYN) CFO Trevor Thatcher report in this Form 4?

The CFO reported an RSU grant and a related tax sale. He received 25,000 restricted stock units on March 10, 2026, and sold 7,649 shares on March 12, 2026, to cover income tax liabilities from RSU vesting.

How many RSUs did the Palladyne AI (PDYN) CFO receive and under what plan?

Trevor Thatcher received 25,000 restricted stock units. The award was granted under Palladyne AI’s 2021 Equity Incentive Plan and can only be settled in common stock, aligning his compensation with shareholder interests through equity-based incentives.

What is the vesting schedule for Trevor Thatcher’s 25,000 RSU award at PDYN?

The RSU award vests over several years. Twenty-five percent vests on March 10, 2027, and one-twelfth vests on each quarterly vesting date starting May 20, 2027, contingent on Trevor Thatcher’s continued service through each vesting date.

Why did the Palladyne AI (PDYN) CFO sell 7,649 shares of common stock?

The 7,649 shares were sold solely to cover income tax liabilities from RSU vesting. The filing describes these as sell-to-cover arrangements implemented by the issuer, not discretionary trades, and notes he could alternatively choose to pay the taxes in cash.

At what price were the 7,649 Palladyne AI (PDYN) shares sold by the CFO?

The shares were sold at an average price of $7.55 per share. These sales occurred on March 12, 2026, and were specifically to satisfy income tax obligations tied to the vesting of previously granted restricted stock unit awards.

How many Palladyne AI (PDYN) shares does the CFO hold after these transactions?

Following the RSU grant and tax-related share sale, Trevor Thatcher directly owned 183,288 shares of Palladyne AI common stock. This total includes shares represented by RSUs, some of which recently settled and were partially sold to cover associated tax liabilities.

Were the Palladyne AI (PDYN) CFO’s share sales discretionary market trades?

The filing states the sales were not discretionary trades. The 7,649 shares were sold under issuer-implemented sell-to-cover arrangements to pay income tax liabilities from RSU vesting, and the CFO could alternatively elect to satisfy those taxes using cash.