Is Denis Garagic’s Palladyne AI (PDYN) share acquisition exempt under SEC rules?

Yes. The Form 4 footnotes specify that Denis Garagic’s acquisition of shares under the Palladyne AI Employee Stock Purchase Plan is exempt under Rule 16b-3(c). This rule generally covers certain issuer-approved, plan-based equity transactions by officers and directors, as described in the company’s plan documentation.

Palladyne AI (PDYN) CTO adds 1,000 ESPP shares in Form 4

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Palladyne AI Corp. Chief Technology Officer Denis Garagic reported acquiring 1,000 shares of common stock on June 1, 2026 under the company’s Employee Stock Purchase Plan (ESPP). The shares were purchased at $4.5475 per share, increasing his direct holdings to 560,959 shares.

Footnotes explain this was for the ESPP Purchase Period from December 1, 2025 through June 1, 2026, with the purchase price based on 85% of the closing price on December 1, 2025. The transaction is described as exempt under Rule 16b-3(c).

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GARAGIC DENIS

Role CHIEF TECHNOLOGY OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,000	$4.5475	$5K

Holdings After Transaction: Common Stock — 560,959 shares (Direct, null)

Footnotes (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 December 1, 2025 through June 1, 2026. This transaction is exempt under Rule 16b-3(c). The Purchase Period ended June 1, 2026 and is the Purchase Period comprising the Offering Period (as defined in the ESPP) that began December 1, 2025. 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.

Key Figures

Shares acquired: 1,000 shares Purchase price: $4.5475 per share Holdings after transaction: 560,959 shares +2 more

5 metrics

Shares acquired 1,000 shares Common Stock acquired on June 1, 2026 under ESPP

Purchase price $4.5475 per share Price for ESPP acquisition on June 1, 2026

Holdings after transaction 560,959 shares Direct common stock holdings following acquisition

ESPP discount basis 85% of closing price Based on December 1, 2025 closing price per ESPP

Rule exemption Rule 16b-3(c) ESPP acquisition described as exempt under this rule

Key Terms

Employee Stock Purchase Plan, ESPP Purchase Period, Offering Period, Rule 16b-3(c)

4 terms

Employee Stock Purchase Plan financial

"the issuer's common stock pursuant to the Palladyne AI Corp. Employee Stock Purchase Plan ("ESPP")"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

ESPP Purchase Period financial

"for the ESPP Purchase Period (as defined in the ESPP) of December 1, 2025 through June 1, 2026"

Offering Period financial

"the Purchase Period comprising the Offering Period (as defined in the ESPP) that began December 1, 2025"

Rule 16b-3(c) regulatory

"This transaction is exempt under Rule 16b-3(c)."

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 06:30 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

UTAH

84101

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	06/01/2026⁽²⁾		A	V	1,000	A	$4.5475⁽³⁾	560,959	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 December 1, 2025 through June 1, 2026. This transaction is exempt under Rule 16b-3(c).

2. The Purchase Period ended June 1, 2026 and is the Purchase Period comprising the Offering Period (as defined in the ESPP) that began December 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	06/01/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Palladyne AI (PDYN) report for Denis Garagic?

Palladyne AI reported that CTO Denis Garagic acquired 1,000 shares of common stock on June 1, 2026 under the Employee Stock Purchase Plan. This compensation-related acquisition increased his direct holdings to 560,959 shares after the transaction, according to the Form 4 filing details.

How many Palladyne AI (PDYN) shares does Denis Garagic hold after this Form 4?

After the reported Employee Stock Purchase Plan transaction, Denis Garagic directly holds 560,959 shares of Palladyne AI common stock. This reflects the addition of 1,000 shares acquired on June 1, 2026 at a reported purchase price of $4.5475 per share under the company’s ESPP.

At what price were Denis Garagic’s new Palladyne AI (PDYN) shares acquired?

The newly acquired 1,000 Palladyne AI shares were purchased at $4.5475 per share. Footnotes state the ESPP purchase price was based on 85% of the closing price of the common stock on December 1, 2025, consistent with the plan’s purchase formula for that period.

What is the ESPP purchase period mentioned in Palladyne AI (PDYN)’s Form 4?

The Form 4 states the ESPP Purchase Period ran from December 1, 2025 through June 1, 2026. It also notes that this Purchase Period comprises the Offering Period under the Palladyne AI Corp. Employee Stock Purchase Plan, ending with the June 1, 2026 acquisition date.

What does Palladyne AI’s (PDYN) Form 4 say about the ESPP pricing method?

The Form 4 explains that ESPP shares were purchased based on 85% of the closing price of Palladyne AI common stock on December 1, 2025. This pricing method applied to the ESPP Purchase Period running from December 1, 2025 through June 1, 2026 for the reported acquisition.