[Form 4] Palladyne AI Corp Warrants Insider Trading Activity

Rhea-AI Filing Summary

Palladyne AI Corp. reporting person Kristi Martindale, identified as Chief Commercial Officer, disclosed a sell-to-cover transaction on 08/21/2025. The filing shows 6,406 shares of Common Stock were sold at a weighted-average price of $7.4173 (sales ranged from $7.3901 to $7.455). The sale was executed to cover income tax liabilities arising from the vesting of restricted stock units (RSUs); 14,991 RSUs settled on 08/20/2025 and the reported sale reduced holdings. After the transaction, the reporting person beneficially owned 312,236 shares, held directly. The Form 4 was signed by an attorney-in-fact on behalf of Martindale on 08/21/2025.

Positive

• Clear disclosure that the sale was a sell-to-cover associated with RSU vesting, not a discretionary sale
• Detailed price range provided ($7.3901 to $7.455) and an undertaking to supply per-price breakdown on request
• Post-transaction ownership disclosed (312,236 shares), supporting transparency

Negative

• Reduction in direct holdings of 6,406 shares due to the sell-to-cover transaction

Insights

Financial Analyst

TL;DR Insider sold shares to cover taxes after RSU vesting; transaction appears routine and not a discretionary market sale.

The Form 4 discloses a sell-to-cover of 6,406 shares at a weighted-average price of $7.4173, resulting from RSU vesting that settled on 08/20/2025. This type of transaction is commonly used to satisfy tax withholding obligations and the filing explicitly states the sale was not a discretionary trade by the reporting person. Post-transaction beneficial ownership is reported as 312,236 shares held directly. For investors, this is a transparency item rather than a directional signal about company performance.

Corporate Governance Expert

TL;DR Disclosure is clear and consistent with Rule 16 reporting; signature was executed by attorney-in-fact.

The Form 4 clearly identifies the reporting person as an officer and includes the required explanation that the sales were to cover taxes on vested RSUs. The filing includes price range disclosure and an undertaking to provide detailed transaction breakdowns upon request, which supports compliance and transparency. The signature by an attorney-in-fact is properly dated 08/21/2025.

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
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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^*

Martindale Kristi

(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 Commercial 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)		6,406	D	$7.4173(2)	312,236(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 14,991 settled on August 20 2025 and were then reduced by the 6,406 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Kristi Martindale	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.
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 did Kristi Martindale disclose on the Form 4 for PDYNW?

The filing reports a sell-to-cover of 6,406 common shares on 08/21/2025 at a weighted-average price of $7.4173, linked to RSU vesting.

Why were shares sold according to the Form 4?

The shares were sold to cover income tax liabilities arising from the vesting of restricted stock units; the filing states this was not a discretionary sale.

How many RSUs settled and when?

The Form states that 14,991 RSUs settled on 08/20/2025 and the subsequent sell-to-cover reduced shares delivered.

What is Kristi Martindale's role at Palladyne AI Corp.?

The filing lists Martindale as a Director and an Officer with the title Chief Commercial Officer.

How many shares does Martindale beneficially own after the transaction?

The Form reports 312,236 shares beneficially owned following the reported transaction.