PDYN Form 4: CFO Trevor Thatcher tax-related sale of 2,648 shares

Rhea-AI Filing Summary

Palladyne AI Corp. (PDYN) reported an insider stock transaction by its Chief Financial Officer, Trevor Thatcher. On 11/21/2025, he sold 2,648 shares of common stock at a weighted-average price of $5.1129 per share, in multiple trades within a price range of $5.0601 to $5.151.

The filing explains that these shares were sold to cover income tax liabilities arising from the vesting of restricted stock units under a sell-to-cover arrangement, and are not discretionary sales. After this transaction, Thatcher beneficially owns 164,937 shares, including shares represented by RSUs, of which 7,178 settled on November 20, 2025 before being reduced by the shares sold for taxes.

Insider Trade Summary

Net Seller: 2,648 shares ($13,539)

Net Sell 1 txn

Insider THATCHER TREVOR

Role CHIEF FINANCIAL OFFICER

Sold 2,648 shs ($14K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,648	$5.1129	$14K

Holdings After Transaction: Common Stock — 164,937 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 $5.0601 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. Includes shares represented by RSUs, of which 7,178 settled on November 20, 2025 and were then reduced by the 2,648 shares sold for taxes as reported on this Form 4.

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
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^*

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)
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)		2,648	D	$5.1129(2)	164,937(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 7,178 settled on November 20, 2025 and were then reduced by the 2,648 shares sold for taxes as reported on this Form 4.

	/s/ Trevor Thatcher	11/21/2025
	** 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.
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.

FAQ

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

The Chief Financial Officer, Trevor Thatcher, reported selling 2,648 shares of Palladyne AI common stock on 11/21/2025.

Why did the PDYN CFO sell 2,648 shares of common stock?

The shares were sold to cover income tax liabilities related to the vesting of restricted stock units under a sell-to-cover arrangement, and are described as non-discretionary transactions.

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

The reported weighted-average sale price was $5.1129 per share, with individual trades executed between $5.0601 and $5.151 per share.

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

Following the reported sale, Trevor Thatcher beneficially owns 164,937 shares of Palladyne AI common stock, including shares represented by RSUs.

What RSU activity is related to this Palladyne AI (PDYN) Form 4 filing?

The filing notes that 7,178 RSU shares settled on November 20, 2025 and were then reduced by the 2,648 shares sold to pay taxes.

Is this Palladyne AI (PDYN) insider sale part of a discretionary trading plan?

The explanation states that the sale was to cover tax liabilities in connection with RSU vesting and does not represent discretionary transactions by the reporting person.