Palladyne AI (NASDAQ: PDYN) CFO sells shares to cover tax liability

Rhea-AI Filing Summary

Palladyne AI Corp. Chief Financial Officer Trevor Thatcher reported an open-market sale of 4,561 shares of common stock at a weighted-average price of $6.144 per share. According to the disclosure, these shares were sold solely to cover income tax liabilities arising from the vesting of restricted stock unit (RSU) awards under sell-to-cover arrangements and are not discretionary trades.

The shares were sold in multiple transactions at prices ranging from $6.1201 to $6.2111. Following these tax-related sales, Thatcher beneficially owns 175,697 shares, which include RSUs, after 11,453 RSUs settled on May 20, 2026 and were partially reduced by the 4,561 shares sold for taxes.

Insider Trade Summary

Net Seller: 4,561 shares ($28,023)

Net Sell 1 txn

Insider THATCHER TREVOR

Role CHIEF FINANCIAL OFFICER

Sold 4,561 shs ($28K)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,561	$6.144	$28K

Holdings After Transaction: Common Stock — 175,697 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 11,453 settled on May 20, 2026 and were then reduced by the 4,561 shares sold for taxes as reported on this Form 4.

Key Figures

Shares sold: 4,561 shares Weighted-average sale price: $6.144 per share Sale price range: $6.1201–$6.2111 +2 more

5 metrics

Shares sold 4,561 shares Open-market sale on May 21, 2026 to cover taxes

Weighted-average sale price <money>$6.144</money> per share Aggregate price for 4,561 shares sold

Sale price range <money>$6.1201</money>–<money>$6.2111</money> Multiple transactions within this range

Shares owned after transaction 175,697 shares Total beneficial ownership after tax-related sale

RSUs settled 11,453 RSUs Settled on May 20, 2026 before tax sale reduction

Key Terms

restricted stock unit, sell-to-cover arrangements, weighted-average price, beneficially owns

4 terms

restricted stock unit financial

"Includes shares represented by RSUs, of which 11,453 settled on May 20, 2026"

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

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

weighted-average price financial

"The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price"

beneficially owns financial

"Includes shares represented by RSUs, of which 11,453 settled on May 20, 2026"

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.

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^*

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)
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)		4,561	D	$6.144(2)	175,697(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 11,453 settled on May 20, 2026 and were then reduced by the 4,561 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Trevor Thatcher	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 its CFO?

Palladyne AI’s CFO Trevor Thatcher reported selling 4,561 common shares. The filing explains the sale was to cover income tax liabilities from RSU vesting under sell-to-cover arrangements, meaning it was a tax-driven, non-discretionary transaction rather than a voluntary portfolio change.

At what prices did the Palladyne AI (PDYN) CFO’s shares sell in the Form 4?

The reported shares sold at a weighted-average price of $6.144 per share. The Form 4 notes multiple trades within a range of $6.1201 to $6.2111, and offers to provide detailed breakdowns of shares sold at each specific price upon request.

Why did the Palladyne AI (PDYN) CFO sell 4,561 shares?

The Form 4 states the 4,561 shares were sold to cover income tax liabilities from vesting RSU awards. These sell-to-cover transactions are described as non-discretionary, indicating they were executed to satisfy tax obligations rather than to express a view on Palladyne AI’s stock.

How many Palladyne AI (PDYN) shares does the CFO hold after this Form 4?

After the reported tax-related sales, CFO Trevor Thatcher beneficially owns 175,697 shares of Palladyne AI common stock. This figure includes shares represented by RSUs, including 11,453 RSUs that settled on May 20, 2026 before being partially reduced by the 4,561 shares sold.

What RSU activity did the Palladyne AI (PDYN) Form 4 disclose for the CFO?

The filing notes that 11,453 restricted stock units settled on May 20, 2026. From these vested RSUs, 4,561 shares were then sold to cover associated income tax liabilities, and the remaining shares contributed to the CFO’s total post-transaction beneficial ownership of 175,697 shares.