[Form 4] Palladyne AI Corp Warrants Insider Trading Activity

Rhea-AI Filing Summary

Palladyne AI Corp. reporting person Stephen Sonne, Chief Legal Officer, disposed of 3,236 shares of Common Stock on 08/21/2025 as part of a sell-to-cover to satisfy tax withholding related to vested restricted stock units (RSUs). The shares were sold in multiple transactions at weighted-average price $7.4173, with individual sale prices reported in a stated range of $7.3901 to $7.455. After the transactions, the reporting person beneficially owned 190,419 shares, which include RSU-settled shares of which 8,995 vested on 08/20/2025 before the sell-to-cover adjustment.

This Form 4 reflects a routine, non-discretionary sell-to-cover following RSU vesting rather than an open-market, discretionary sale; no derivative transactions or additional material changes to ownership are reported.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover of vested RSUs; immaterial to company valuation and reflects standard tax-withholding practice by an officer.

The 3,236-share disposition was executed to cover tax liabilities from RSU vesting and was reported with a weighted-average price of $7.4173 and a price range of $7.3901 to $7.455. Post-transaction beneficial ownership remains significant at 190,419 shares and includes recently settled RSUs. There are no reported options, warrants, or other derivative transactions on this Form 4, and the filing indicates no discretionary sales by the reporting person. For investors, this is administrative and not a signal of material change in insider conviction.

Corporate Governance Expert

TL;DR: Governance: standard insider reporting of tax-related sell-to-cover; disclosure is complete and follows Form 4 disclosure norms.

The filing identifies the reporting person as an officer (Chief Legal Officer) and discloses the nature of the sale as sell-to-cover tied to RSU vesting. The explanation clarifies the aggregated pricing and offers to provide per-trade breakdown upon request, which supports transparency. No unusual patterns, related-party transactions, or indicator of compensation policy changes are evident from this single filing.

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

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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 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 LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		S(1)		3,236	D	$7.4173(2)	190,419(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 $ 7.3901 to $ 7.455, 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 8,995 settled on August 20, 2025 and were then reduced by the 3,236 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne	08/21/2025
	** 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.
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FAQ

What did Palladyne AI (PDYNW) insider Stephen Sonne report on Form 4?

He reported the sale of 3,236 shares of Common Stock in a sell-to-cover to satisfy taxes from vested RSUs.

Why were the 3,236 shares sold according to the Form 4?

The shares were sold to cover income tax liabilities associated with the vesting of restricted stock units, not as discretionary trading.

What price was reported for the shares sold on the Form 4?

Weighted-average price $7.4173, with individual sale prices in the range of $7.3901 to $7.455.

How many Palladyne AI shares does Stephen Sonne beneficially own after the transaction?

190,419 shares beneficially owned following the reported transaction, which includes recently settled RSUs.

Did the Form 4 report any derivative transactions or additional changes in ownership?

No. The filing only reports the non-derivative sell-to-cover shares and no options, warrants, or other derivative activity.