Palladyne AI (PDYN) CLO awarded 25,000 RSUs, sells 6,802 shares for taxes

Rhea-AI Filing Summary

Palladyne AI Corp. chief legal officer Stephen Sonne reported a routine compensation and tax event involving company common stock. On March 10, 2026, he received 25,000 restricted stock units (RSUs) under the 2021 Equity Incentive Plan at no cost. According to the award terms, 25% of this grant vests on March 10, 2027, with the remainder vesting in equal quarterly installments beginning May 20, 2027, subject to continued service.

Separately, on March 12, 2026, 6,802 shares of common stock were sold at $7.55 per share to cover income tax liabilities arising from RSU vesting. The footnotes state this was a sell-to-cover arrangement implemented by the company and does not represent a discretionary trading decision by Sonne. After these transactions, he directly owned 206,206 shares, including shares represented by RSUs for which 17,500 had just settled and were partially reduced by the tax-related sale.

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^*

SONNE STEPHEN

(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 LEGAL 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	213,008	D
Common Stock	03/12/2026		S(2)		6,802	D	$7.55	206,206(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 6,802 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne	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 insider transactions did Palladyne AI (PDYN) disclose for Stephen Sonne?

Palladyne AI disclosed that chief legal officer Stephen Sonne received 25,000 RSUs and sold 6,802 common shares. The sale was to cover income tax liabilities from RSU vesting under company-arranged sell-to-cover mechanisms, not a discretionary open-market trade.

How many Palladyne AI (PDYN) shares did Stephen Sonne sell and at what price?

Stephen Sonne sold 6,802 Palladyne AI common shares at $7.55 per share. The filing explains the sale covered income tax obligations from RSU vesting under a sell-to-cover arrangement, rather than representing a voluntary investment decision to reduce his equity position.

What equity award did Palladyne AI grant to Stephen Sonne in this Form 4?

Palladyne AI granted Stephen Sonne 25,000 restricted stock units under its 2021 Equity Incentive Plan. These RSUs can only be settled in common stock and were awarded at no cash cost as part of his compensation, subject to a multi-year vesting schedule and continued service.

What is the vesting schedule for Stephen Sonne’s 25,000 RSUs at Palladyne AI?

The 25,000 RSUs vest with 25% on March 10, 2027, and the remaining 75% in twelve equal installments each quarterly vesting date starting May 20, 2027. Vesting requires Sonne’s continued service with Palladyne AI through each applicable vesting date.

Were Stephen Sonne’s Palladyne AI share sales discretionary investment decisions?

The filing states the 6,802 share sale was made to cover income tax liabilities from RSU vesting under sell-to-cover arrangements. It specifically notes these transactions do not represent discretionary trades by Stephen Sonne and could alternatively have been satisfied with a cash tax payment.

How many Palladyne AI shares does Stephen Sonne hold after these transactions?

After the RSU grant and tax-related share sale, Stephen Sonne directly owned 206,206 Palladyne AI common shares. This figure includes shares represented by RSUs, of which 17,500 had just settled and were partially reduced by the 6,802 shares sold for tax withholding purposes.