Kerber (PDYN) discloses 5% Palladyne AI stake and gifts to family trusts

Rhea-AI Filing Summary

Palladyne AI Corp. investor William Xavier Kerber III filed Amendment No. 4 to his Schedule 13D, reporting beneficial ownership of 2,366,314 shares of common stock, or 5.0% of the company’s outstanding shares. This percentage is based on 47,244,225 shares of common stock disclosed in Palladyne AI’s 10-Q filed on May 5, 2026.

Kerber directly holds 1,916,314 shares and indirectly holds 450,000 shares through three irrevocable trusts where he serves as an advisor, giving him sole voting and dispositive power over the direct holdings and shared power over the trust-held shares. Since the prior amendment, he purchased an additional 10,000 shares for investment and gifted 250,000 shares to the Chi K. Kerber 2026 Irrevocable Trust. He states he has no contracts, arrangements, or understandings regarding Palladyne AI securities beyond these holdings.

Key Figures

Beneficial ownership: 2,366,314 shares Ownership percentage: 5.0% of class Shares outstanding: 47,244,225 shares +5 more

8 metrics

Beneficial ownership 2,366,314 shares Aggregate Palladyne AI common stock beneficially owned as of Amendment No. 4

Ownership percentage 5.0% of class Percent of Palladyne AI common stock based on 47,244,225 shares outstanding

Shares outstanding 47,244,225 shares Palladyne AI common stock outstanding per 10-Q filed May 5, 2026

Direct holdings 1,916,314 shares Shares of Palladyne AI common stock held directly by William Kerber

Indirect trust holdings 450,000 shares Shares held through three irrevocable trusts where Kerber is advisor

Gift transaction May 5, 2026 200,000 shares at $6.14 Gift to Chi Kerber Irrevocable Trust

Gift transaction May 8, 2026 50,000 shares at $6.11 Gift to Chi Kerber Irrevocable Trust

Purchase May 13, 2026 10,000 shares at $6.76 Purchase of Palladyne AI common stock by William Kerber

Key Terms

beneficially owns, sole voting power, shared dispositive power, irrevocable trust, +2 more

6 terms

beneficially owns financial

"As of the date of this Amendment No. 4 Mr. Kerber beneficially owns an aggregate of 2,366,314 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 1,916,314.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive power financial

"Shared Dispositive Power 450,000.00"

irrevocable trust financial

"Vincent Kerber Irrevocable Trust, Katheryn Kerber Irrevocable Trust and Chi Kerber Irrevocable trust"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

Schedule 13D regulatory

"The beneficial ownership percentages used in this Schedule are calculated based on the 47,244,225 shares"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dispositive power financial

"Sole voting and dispositive power of 1,916,314 shares of Common Stock held directly"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Palladyne AI Corp.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

80359A106

(CUSIP Number)

WILLIAM KERBER
3917 NE 104TH,
OKLAHOMA CITY, OK, 73131
405-373-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 80359A106

1

Name of reporting person

KERBER WILLIAM XAVIER III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OKLAHOMA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,916,314.00
8	Shared Voting Power 450,000.00
9	Sole Dispositive Power 1,916,314.00
10	Shared Dispositive Power 450,000.00

11

Aggregate amount beneficially owned by each reporting person

2,366,314.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Palladyne AI Corp.
(c)	Address of Issuer's Principal Executive Offices: 650 SOUTH 500 WEST, 650 SOUTH 500 WEST, SALT LAKE CITY, UTAH , 84101.
Item 2.	Identity and Background
(a)	William Xavier Kerber III
(b)	3917 NE 104th ST Oklahoma City, OK. 73131
(c)	CEO Human Mode LLC 3917 NE 104th ST Oklahoma City, OK. 73131
(d)	During the past 5 years, Mr. Kerber has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past 5 years, Mr. Kerber has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	Personal Funds
Item 4.	Purpose of Transaction
	Mr. Kerber purchased the Issuer's Common stock as an individual for the purposes of investment. Since the filing of the last amendment dated June 13, 2025 Mr. Kerber has made the following changes to his holdings of the Issuer's Common Stock: * Purchases of an additional 10,000 shares owned directly by Mr. Kerber * A gift of 250,000 shares to the Chi K. Kerber 2026 Irrevocable Trust. Mr. Kerber holds a role as an investment advisor to this trust and maintains shared voting and dispositive power of the Issuer's Common Stock held within it.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Amendment No. 4 Mr. Kerber beneficially owns an aggregate of 2,366,314 shares or 5.0% of the Issuer's Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 47,244,225 shares of Common Stock disclosed in the Issuer's 10-Q filing dated May 5, 2026. This beneficial ownership consists of: * 1,916,314 shares of Common Stock held directly by Mr. Kerber * 450,000 shares of Common Stock held indirectly through the Vincent Kerber Irrevocable Trust, Katheryn Kerber Irrevocable Trust and Chi Kerber Irrevocable trust, where he serves as an advisor (as disclosed in this amendment and in a prior amendment dated January 02, 2025).
(b)	As of the date of this Amendment No. 4 Mr. Kerber has voting and dispositive power of 2,366,314 shares or 5.0% of the Issuer's Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 47,244,225 shares of Common Stock disclosed in the Issuer's 10-Q filing dated May 5, 2026. * Sole voting and dispositive power of 1,916,314 shares of Common Stock held directly by Mr. Kerber. * Shared voting and dispositive power of 450,000 shares of Common Stock through his advisory role to the Katheryn Kerber, Vincent Kerber and Chi Kerber Irrevocable trusts.
(c)	Date Transaction Shares Price Recipient 5/5/2026 Gift 200,000 $6.14 Chi Kerber Irrevocable Trust 5/8/2026 Gift 50,000 $6.11 Chi Kerber Irrevocable Trust 5/13/2026 Purchase 10,000 $6.76
(d)	The trustees of the three trusts listed in section 5(a) have the power to direct the receipt of dividends from or the proceeds from the sale of the Issuer's Common Stock held within those trusts. These three trusts hold less than 5% of the issuer's Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As of the date of this Amendment, Mr. Kerber is not involved in any contracts, arrangements, understandings or relationships related to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

KERBER WILLIAM XAVIER III

Signature:	WILLIAM XAVIER KERBER III
Name/Title:	WILLIAM XAVIER KERBER III
Date:	05/14/2026

FAQ

What stake does William Xavier Kerber III report in Palladyne AI (PDYN)?

He reports beneficial ownership of 2,366,314 Palladyne AI shares, representing 5.0% of the company’s common stock. This is calculated using 47,244,225 outstanding shares disclosed in Palladyne AI’s 10-Q filed on May 5, 2026.

How are William Kerber’s Palladyne AI (PDYN) shares held?

He holds 1,916,314 Palladyne AI shares directly and 450,000 shares indirectly through three irrevocable trusts. He has sole voting and dispositive power over direct shares and shared voting and dispositive power over the trust-held shares.

What recent transactions did William Kerber report in Palladyne AI (PDYN) stock?

He reported gifting 200,000 shares on May 5, 2026, and 50,000 shares on May 8, 2026, to the Chi Kerber Irrevocable Trust, and purchasing 10,000 shares on May 13, 2026, at a price of $6.76 per share.

How is William Kerber’s 5.0% ownership in Palladyne AI (PDYN) calculated?

The 5.0% figure comes from 2,366,314 shares beneficially owned divided by 47,244,225 outstanding shares of Palladyne AI common stock. The outstanding share count is taken from the company’s 10-Q filed May 5, 2026.

Does William Kerber have special agreements regarding Palladyne AI (PDYN) shares?

He states he is not involved in any contracts, arrangements, understandings, or relationships related to Palladyne AI securities. His reported position reflects personal investment holdings and shares held through irrevocable trusts where he serves as an investment advisor.

What roles do the irrevocable trusts play in William Kerber’s Palladyne AI (PDYN) holdings?

Three irrevocable trusts collectively hold 450,000 Palladyne AI shares, contributing to his reported beneficial ownership. As an investment advisor, Kerber has shared voting and dispositive power, while the trustees can direct dividends or sale proceeds from these trust-held shares.