Palladyne AI (PDYN) CLO adds 1,000 shares through ESPP purchase

Rhea-AI Filing Summary

Palladyne AI Corp. chief legal officer Stephen Sonne acquired 1,000 shares of common stock at $4.5475 per share through the company’s Employee Stock Purchase Plan. These ESPP shares relate to a purchase period from December 1, 2025 through June 1, 2026 and are exempt under Rule 16b-3(c). Following this acquisition, Sonne directly holds 198,490 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SONNE STEPHEN

Role CHIEF LEGAL OFFICER

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

Holdings After Transaction: Common Stock — 198,490 shares (Direct, null)

Footnotes (1)

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 per share: $4.5475 per share Holdings after transaction: 198,490 shares +2 more

5 metrics

Shares acquired 1,000 shares ESPP acquisition on June 1, 2026

Purchase price per share $4.5475 per share ESPP common stock purchase

Holdings after transaction 198,490 shares Direct common stock held by Stephen Sonne

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

ESPP purchase period December 1, 2025 – June 1, 2026 Purchase Period under ESPP

Key Terms

Employee Stock Purchase Plan, ESPP, Rule 16b-3(c), Purchase Period, +1 more

5 terms

Employee Stock Purchase Plan financial

"acquisition of shares of the issuer's common stock pursuant to the Palladyne AI Corp. Employee Stock Purchase Plan"

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 financial

"pursuant to the Palladyne AI Corp. Employee Stock Purchase Plan ("ESPP"), for the ESPP Purchase Period"

An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.

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.

Purchase Period financial

"for the ESPP Purchase Period 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."

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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^*

SONNE STEPHEN

(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 LEGAL 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/01/2026(2)		A	V	1,000	A	$4.5475(3)	198,490	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. 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	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)

FAQ

What insider transaction did Palladyne AI (PDYN) report for Stephen Sonne?

Palladyne AI reported that chief legal officer Stephen Sonne acquired 1,000 common shares through the company’s Employee Stock Purchase Plan. The shares were purchased at $4.5475 each and increased his direct holdings to 198,490 Palladyne AI common shares following the transaction.

How many Palladyne AI (PDYN) shares does Stephen Sonne hold after this Form 4?

After this Form 4 transaction, Stephen Sonne directly holds 198,490 shares of Palladyne AI common stock. This reflects the addition of 1,000 shares acquired through the Employee Stock Purchase Plan during the ESPP purchase period that ended on June 1, 2026.

At what price were the Palladyne AI (PDYN) ESPP shares acquired?

The 1,000 Palladyne AI shares were acquired at $4.5475 per share under the Employee Stock Purchase Plan. According to the ESPP, the purchase price was based on 85% of the closing price of the company’s common stock on December 1, 2025.

What is the ESPP purchase period described in this Palladyne AI (PDYN) Form 4?

The ESPP purchase period covered in this Form 4 ran from December 1, 2025 through June 1, 2026. It is described as the Purchase Period comprising the Offering Period under Palladyne AI’s Employee Stock Purchase Plan, during which participating employees could purchase shares.

Why is Stephen Sonne’s Palladyne AI (PDYN) ESPP transaction Rule 16b-3(c) exempt?

The transaction is described as exempt under Rule 16b-3(c) because it involves shares acquired pursuant to Palladyne AI’s Employee Stock Purchase Plan. Such plan-based, board-approved employee acquisitions typically qualify for this exemption from certain short-swing profit recovery provisions under U.S. securities rules.