Palladyne AI (PDYN) CFO discloses tax-related share sale

Rhea-AI Filing Summary

Palladyne AI Corp. Chief Financial Officer Trevor Thatcher reported selling 3,030 shares of common stock at a weighted-average price of $5.5463 per share. The sale was made to cover income tax liabilities from vesting restricted stock unit awards under sell-to-cover arrangements and was not a discretionary trade.

According to the filing, 7,078 shares represented by RSUs settled on March 29, 2026 and were reduced by the 3,030 shares sold for taxes. After these transactions, Thatcher directly owns 180,258 shares of Palladyne AI common stock, including shares represented by RSUs.

Insider Trade Summary

Net Seller: 3,030 shares ($16,805)

Net Sell 1 txn

Insider THATCHER TREVOR

Role CHIEF FINANCIAL OFFICER

Sold 3,030 shs ($17K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,030	$5.5463	$17K

Holdings After Transaction: Common Stock — 180,258 shares (Direct)

Footnotes (1)

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. 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 $5.295 to $5.6301, 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. Includes shares represented by RSUs, of which 7,078 settled on March 29, 2026 and were then reduced by the 3,030 shares sold for taxes as reported on this Form 4.

Key Figures

Shares sold: 3,030 shares Weighted-average sale price: $5.5463 per share Post-transaction holdings: 180,258 shares +2 more

5 metrics

Shares sold 3,030 shares Open-market sale on March 30, 2026 to cover taxes

Weighted-average sale price $5.5463 per share Aggregate price for 3,030 shares sold

Post-transaction holdings 180,258 shares Common stock directly owned after the sale

RSUs settled 7,078 shares RSUs that settled on March 29, 2026

Sale price range $5.295–$5.6301 per share Multiple transactions within this range

Key Terms

restricted stock unit awards, sell-to-cover arrangements, weighted-average price

3 terms

restricted stock unit awards financial

"in connection with the vesting of restricted stock unit awards pursuant to sell-to-cover arrangements"

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

sell-to-cover arrangements financial

"pursuant to sell-to-cover arrangements implemented by the Issuer"

weighted-average price financial

"reflect the aggregate number and weighted-average price, respectively, of shares sold"

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

THATCHER TREVOR

(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 FINANCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/30/2026		S(1)		3,030	D	$5.5463(2)	180,258(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 $5.295 to $5.6301, 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 7,078 settled on March 29, 2026 and were then reduced by the 3,030 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Trevor Thatcher	03/31/2026
	** 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.
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* Form 4: SEC 1474 (03-26)