Palladyne AI (PDYN) CTO tax-related sale of 17,176 shares after RSU vesting

Rhea-AI Filing Summary

Palladyne AI Corp. chief technology officer Denis Garagic reported an open-market sale of 17,176 shares of common stock at a weighted-average price of $6.144 per share. According to the disclosure, the shares were sold solely to cover income tax liabilities tied to vesting restricted stock units under sell-to-cover arrangements and are described as non-discretionary. The filing notes that 42,100 RSUs settled on May 20, 2026, and Garagic’s direct holdings after the tax-related sale total 559,959 shares of common stock.

Insider Trade Summary

Net Seller: 17,176 shares ($105,529)

Net Sell 1 txn

Insider GARAGIC DENIS

Role CHIEF TECHNOLOGY OFFICER

Sold 17,176 shs ($106K)

Type	Security	Shares	Price	Value
Sale	Common Stock	17,176	$6.144	$106K

Holdings After Transaction: Common Stock — 559,959 shares (Direct, null)

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 $6.1201 to $6.2111, 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 42,100 settled on May 20, 2026 and were then reduced by the 17,176 shares sold for taxes as reported on this Form 4.

Key Figures

Shares sold: 17,176 shares Weighted-average sale price: $6.144 per share Post-transaction holdings: 559,959 shares +2 more

5 metrics

Shares sold 17,176 shares Open-market sale on May 21, 2026

Weighted-average sale price $6.144 per share Tax-related sell-to-cover sale

Post-transaction holdings 559,959 shares Shares directly held after sale

RSUs settled 42,100 shares RSUs settled on May 20, 2026

Sale price range $6.1201 to $6.2111 Multiple transactions within this range

Key Terms

restricted stock unit, sell-to-cover arrangements, weighted-average price, non-discretionary transactions, +1 more

5 terms

restricted stock unit financial

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

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 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"

non-discretionary transactions financial

"and does not represent discretionary transactions by the Reporting Person"

Form 4 regulatory

"shares sold for taxes as reported on this Form 4"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

GARAGIC DENIS

(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 TECHNOLOGY OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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	05/21/2026		S(1)		17,176	D	$6.144(2)	559,959(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 $6.2111, 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 42,100 settled on May 20, 2026 and were then reduced by the 17,176 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Denis Garagic	05/21/2026
	** 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)

FAQ

What insider transaction did Palladyne AI (PDYN) report for Denis Garagic?

Palladyne AI reported CTO Denis Garagic sold 17,176 common shares at a weighted-average $6.144. The sale was to cover income tax liabilities from vested RSUs under a sell-to-cover arrangement, characterized as non-discretionary.

Was the PDYN insider sale by Denis Garagic a discretionary trade?

The sale was described as non-discretionary. Shares were sold under sell-to-cover arrangements to satisfy income tax liabilities from restricted stock unit vesting, rather than as an independent trading decision in the open market.

How many Palladyne AI (PDYN) shares does Denis Garagic hold after the transaction?

After the reported tax-related sale, CTO Denis Garagic directly holds 559,959 shares of Palladyne AI common stock. This figure includes shares represented by restricted stock units that settled and remained after the sell-to-cover transaction.

What price range were the Palladyne AI (PDYN) shares sold at by Denis Garagic?

The filing shows a weighted-average sale price of $6.144, with multiple trades executed between $6.1201 and $6.2111 per share. These individual trades combined to produce the aggregate amount and weighted-average price disclosed.

How many RSUs vested for Denis Garagic at Palladyne AI (PDYN)?

The disclosure states that 42,100 shares represented by restricted stock units settled on May 20, 2026. Of these, 17,176 shares were sold to cover income tax obligations, with the remainder contributing to Garagic’s post-transaction holdings.