Palladyne Insider Sell-to-Cover: 2,512 Shares Sold by CFO

Rhea-AI Filing Summary

Palladyne AI Corp. (PDYN) reporting person Trevor Thatcher, CFO, disclosed on Form 4 that on 08/21/2025 he sold 2,512 shares of common stock as part of a sell-to-cover arrangement to satisfy income tax withholding related to restricted stock unit vesting. The aggregate weighted-average sale price was $7.4173, with individual sale prices ranging from $7.3901 to $7.455. After the transaction, Mr. Thatcher beneficially owned 167,585 shares, which includes RSU shares that settled on 08/20/2025.

Positive

• Transparent disclosure of the sell-to-cover transaction including price range and offer to provide detailed pricing by tranche
• Retention of substantial ownership with 167,585 shares beneficially owned after the transaction

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine sell-to-cover tax withholding; no discretionary divestiture indicated.

The Form 4 documents a common administrative transaction: 2,512 shares sold to cover tax liabilities arising from RSU vesting, with a reported weighted-average price of $7.4173 and prices between $7.3901 and $7.455. The reporting person remains a significant insider with 167,585 shares beneficially owned after the sale. Because the filing indicates the sale was to satisfy withholding and not a voluntary open-market liquidation, this is typically viewed as neutral for shareholder sentiment absent other disclosures.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 16 reporting norms; transaction appears administrative and compliant.

The Report states the transfer resulted from issuer-implemented sell-to-cover arrangements tied to RSU settlement on 08/20/2025. The filer offers to provide granular pricing details on request, which aligns with transparent disclosure practice. There is no indication of additional derivative transactions or change in officer status. From a governance perspective, this is a routine, compliant insider reporting event.

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^*

THATCHER TREVOR

(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 FINANCIAL 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)		2,512	D	$7.4173(2)	167,585(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 7,178 settled on August 20, 2025 and were then reduced by the 2,512 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Trevor Thatcher	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 PDYN insider Trevor Thatcher report on Form 4?

The Form 4 reports that on 08/21/2025 Trevor Thatcher sold 2,512 shares to cover taxes related to RSU vesting.

Why were the shares sold according to the filing?

The shares were sold under a sell-to-cover arrangement to satisfy income tax withholding obligations from RSU vesting.

What price was reported for the shares sold by the PDYN insider?

The filing reports a weighted-average price of $7.4173, with individual sale prices ranging from $7.3901 to $7.455.

How many PDYN shares does the reporting person own after the transaction?

After the reported sale, the reporting person beneficially owned 167,585 shares.

Were the sales discretionary trades by the insider?

No. The filing states the sales were to cover tax liabilities from RSU settlement and do not represent discretionary transactions by the reporting person.