Palladyne AI (PDYN) legal chief sells shares to cover RSU tax bill

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Palladyne AI Corp. chief legal officer Stephen Sonne reported an open-market sale of 5,245 shares of common stock on May 21, 2026 at a weighted-average price of $6.144 per share. The company states these shares were sold under sell-to-cover arrangements to satisfy income tax liabilities from restricted stock unit vesting and do not represent discretionary trading decisions.

A footnote explains that 12,856 shares represented by RSUs settled on May 20, 2026 and were reduced by the 5,245 shares sold for taxes. Following the transaction, Sonne directly holds 197,490 shares of Palladyne AI common stock.

Insider Trade Summary

Net Seller: 5,245 shares ($32,225)

Net Sell 1 txn

Insider SONNE STEPHEN

Role CHIEF LEGAL OFFICER

Sold 5,245 shs ($32K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,245	$6.144	$32K

Holdings After Transaction: Common Stock — 197,490 shares (Direct, null)

Footnotes (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 12,856 settled on May 20, 2026 and were then reduced by the 5,245 shares sold for taxes as reported on this Form 4.

Key Figures

Shares sold: 5,245 shares Weighted-average sale price: $6.144 per share Post-transaction holdings: 197,490 shares +2 more

5 metrics

Shares sold 5,245 shares Open-market sale on May 21, 2026 to cover RSU taxes

Weighted-average sale price $6.144 per share Common stock sale on May 21, 2026

Post-transaction holdings 197,490 shares Shares directly held after the reported sale

RSUs settled 12,856 shares Restricted stock units settled on May 20, 2026

Sale price range $6.1201–$6.2111 per share Multiple transactions aggregated into reported weighted-average price

Key Terms

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

3 terms

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"

restricted stock unit awards financial

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

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

weighted-average price financial

"The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold."

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 09:50 PM

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2026		S⁽¹⁾		5,245	D	$6.144⁽²⁾	197,490⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 12,856 settled on May 20, 2026 and were then reduced by the 5,245 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne	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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Palladyne AI’s chief legal officer, Stephen Sonne, reported selling 5,245 shares of common stock. The shares were sold in an open-market transaction tied to tax obligations from restricted stock unit vesting, rather than a discretionary decision to trade the stock.

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

Stephen Sonne sold 5,245 shares of Palladyne AI common stock at a weighted-average price of $6.144 per share. A footnote notes the shares were sold in multiple trades between $6.1201 and $6.2111, with the reported price reflecting the overall weighted average.

Why did Stephen Sonne’s Palladyne AI (PDYN) shares get sold according to the filing?

The filing explains the 5,245 shares were sold to cover income tax liabilities from vesting restricted stock unit awards. These sell-to-cover arrangements were implemented by Palladyne AI and are described as non-discretionary, meaning they are not elective trading decisions by the reporting person.

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

After the reported sale, Stephen Sonne directly holds 197,490 shares of Palladyne AI common stock. This figure includes shares represented by restricted stock units, with 12,856 RSUs having settled on May 20, 2026 before the tax-related share sale reduced that amount.

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

The Form 4 notes that 12,856 shares represented by restricted stock units settled on May 20, 2026. From this settlement, 5,245 shares were subsequently sold to cover associated income tax liabilities, illustrating how equity compensation can trigger automatic tax-related share dispositions.

How does the Palladyne AI (PDYN) filing describe the nature of Stephen Sonne’s sale?

The filing describes the sale as part of sell-to-cover arrangements to satisfy income tax liabilities on RSU vesting and explicitly states it does not represent discretionary transactions by the reporting person. This characterizes the activity as routine compensation-related tax management rather than elective stock trading.