Palladyne AI (PDYN) CFO’s tax-driven share sale explained

Rhea-AI Filing Summary

Palladyne AI Corp. (PDYN) reported that Chief Financial Officer Trevor Thatcher sold 4,636 shares of common stock on August 21, 2026 at a weighted-average price of $6.1589 per share. According to the company’s disclosure, the shares were sold to cover income tax liabilities arising from the vesting of restricted stock units under issuer-implemented sell-to-cover arrangements and are not discretionary trades. After these tax-related sales, Thatcher holds 319,602 shares, which include RSUs; 11,428 RSUs settled on August 20, 2026 before being reduced by the 4,636 shares sold for taxes.

Insider Trade Summary

Net Seller: 4,636 shares

Net Sell 1 txn

Insider THATCHER TREVOR

Role CHIEF FINANCIAL OFFICER

Sold 4,636 shs ($29K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	4,636	$6.1589	$29K

Holdings After Transaction: Common Stock — 319,602 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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 $6.1201 to $6.2101, 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. F3. Includes shares represented by RSUs, of which 11,428 settled on August 20, 2026 and were then reduced by the 4,636 shares sold for taxes as reported on this Form 4.

Key Figures

Shares sold: 4,636 shares of Common Stock Weighted-average sale price: $6.1589 per share Post-transaction holdings: 319,602 shares +2 more

5 metrics

Shares sold 4,636 shares of Common Stock Tax-related sale reported for August 21, 2026

Weighted-average sale price $6.1589 per share Aggregate price for 4,636 shares sold on August 21, 2026

Post-transaction holdings 319,602 shares Shares held by Trevor Thatcher after the reported sale, including RSUs

RSUs settled 11,428 RSUs RSUs that settled on August 20, 2026 before reduction for 4,636 shares sold for taxes

Sale price range $6.1201 to $6.2101 per share Range of prices for multiple transactions included in the aggregate sale

Key Terms

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

3 terms

restricted stock unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell-to-cover financial

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

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

weighted-average price financial

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

Weighted-average price is the average of multiple prices where each price is counted according to its size or importance—larger trades carry more weight than smaller ones, like averaging course grades by credit hours. It matters to investors because it gives a more realistic picture of the true price paid or received, helping assess trade execution, compare performance, calculate cost basis, and value positions more accurately than a simple average.

FAQ

What insider transaction did PDYN disclose for Trevor Thatcher?

Palladyne AI Corp. disclosed that CFO Trevor Thatcher reported a sale of 4,636 PDYN common shares on August 21, 2026. The company states these shares were sold to cover income tax liabilities associated with vesting restricted stock units under sell-to-cover arrangements.

How many PDYN shares did the CFO sell and at what price?

Trevor Thatcher sold 4,636 PDYN shares at a weighted-average price of $6.1589 per share. The filing explains that the amount and price reported are aggregate figures for multiple trades executed between $6.1201 and $6.2101 per share.

Why were Trevor Thatcher’s PDYN shares sold?

The shares were sold to cover income tax liabilities triggered by the vesting of restricted stock unit awards, under sell-to-cover arrangements implemented by Palladyne AI Corp. The filing states these sales do not represent discretionary transactions by Trevor Thatcher.

How many PDYN shares does the CFO hold after this transaction?

Following the sale, Trevor Thatcher holds 319,602 PDYN shares directly. This figure includes shares represented by restricted stock units, of which 11,428 RSUs settled on August 20, 2026 before being reduced by the 4,636 shares sold for tax purposes.

Were Trevor Thatcher’s PDYN share sales under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmatively adopted, and the footnotes do not describe a Rule 10b5-1 trading plan. The sales are described specifically as sell-to-cover transactions for income tax liabilities on RSU vesting.

What price range did Trevor Thatcher’s PDYN trades cover?

The reported weighted-average sale price of $6.1589 per PDYN share reflects multiple transactions executed in a range from $6.1201 to $6.2101 per share. The filer undertakes to provide full trade-by-trade details upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 07:56 PM Accepted by SEC EDGAR 08/21/2026 - 07:55 PM Learn about SEC filing dates

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 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)
08/21/2026

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	08/21/2026		S(1)		4,636	D	$6.1589(2)	319,602(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 $6.1201 to $6.2101, 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 11,428 settled on August 20, 2026 and were then reduced by the 4,636 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Trevor Thatcher	08/21/2026
	** 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)