Palladyne AI (PDYN) CTO gets 35,000 RSUs, sells shares for taxes

Rhea-AI Filing Summary

Palladyne AI Corp. chief technology officer Denis Garagic reported routine equity compensation and related tax transactions. On March 10, 2026, he received a grant of 35,000 restricted stock units under the 2021 Equity Incentive Plan, which vest 25% on March 10, 2027 and then in equal quarterly installments beginning May 20, 2027, subject to continued service. As part of the vesting of 30,000 RSUs on March 10, 2026, 12,945 shares of common stock were sold on March 12, 2026 at $7.55 per share to cover income tax liabilities under sell-to-cover arrangements, which the filing states are not discretionary transactions. Following these events, Garagic holds 592,284 shares of common stock, including shares represented by RSUs.

Insights

Insider transactions analyst

Routine RSU grant and tax-related share sale with substantial holdings retained.

Chief technology officer Denis Garagic received 35,000 restricted stock units as compensation, with vesting starting on March 10, 2027 and continuing quarterly from May 20, 2027. This is a standard equity incentive award under the 2021 Equity Incentive Plan.

The filing also shows 12,945 shares of common stock sold at $7.55 on March 12, 2026 solely to cover income tax liabilities from RSU vesting via sell-to-cover arrangements, which it states are not discretionary trades. After these transactions, Garagic’s position is 592,284 shares, indicating he retains a large equity stake.

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 UT 84101

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/10/2026		A		35,000(1)	A	$0	605,229	D
Common Stock	03/12/2026		S(2)		12,945	D	$7.55	592,284(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 restricted stock units ("RSUs") granted pursuant to the 2021 Equity Incentive Plan, which can only be settled with shares of common stock. 25% of the award vests on March 10, 2027 and 1/12 of the award vests on each quarterly vesting date thereafter beginning May 20, 2027, subject to continued service through the applicable vesting date.

2. 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.

3. Includes shares represented by RSUs, of which 30,000 settled on March 10, 2026 and were then reduced by the 12,945 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Denis Garagic	03/12/2026
	** 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.

FAQ

What insider transactions did Palladyne AI (PDYN) CTO Denis Garagic report?

Denis Garagic reported two transactions involving PDYN common stock. He received 35,000 restricted stock units as an equity grant, and 12,945 shares were sold at $7.55 per share to cover income tax liabilities related to RSU vesting under sell-to-cover arrangements.

How many Palladyne AI (PDYN) shares did the CTO sell, and at what price?

The CTO reported a sale of 12,945 PDYN common shares at $7.55 per share. The filing explains these shares were sold under sell-to-cover arrangements to satisfy income tax liabilities from restricted stock unit vesting, rather than as a discretionary open-market trade.

What RSU grant did the Palladyne AI (PDYN) CTO receive in this Form 4?

He received 35,000 restricted stock units under the 2021 Equity Incentive Plan. According to the filing, 25% of this award vests on March 10, 2027, with the remaining units vesting in equal quarterly installments starting May 20, 2027, contingent on continued service.

Are the Palladyne AI (PDYN) CTO’s recent share sales considered discretionary trades?

The filing states the 12,945 PDYN shares were sold to cover income tax liabilities from RSU vesting under sell-to-cover arrangements. It explicitly notes these sales do not represent discretionary transactions by the reporting person, distinguishing them from voluntary open-market sales.

How many Palladyne AI (PDYN) shares does the CTO hold after these transactions?

After the reported RSU grant and tax-related sale, the CTO holds 592,284 PDYN common shares. The filing notes this figure includes shares represented by restricted stock units, reflecting both currently settled stock and unvested equity awards in his reported ownership total.