[Form 4] Palladyne AI Corp Warrants Insider Trading Activity

Rhea-AI Filing Summary

Palladyne AI Corp. (PDYN) – Form 4 insider transaction filed 07/03/2025

President & CEO Benjamin G. Wolff reported the acquisition of 1,500,000 shares of common stock on 07/02/2025 through a restricted stock award (RSA) priced at $0. The award vests 100 % on 10/31/2027, or earlier upon specified events, contingent on Mr. Wolff’s continued service.

Following the grant, Wolff’s direct beneficial ownership rises to 2,818,401 shares. He also reports indirect holdings of 107,526 shares via a Solo 401(k) Trust, 904 shares held by his spouse, and 383,119 shares owned through Mare’s Leg Capital LLC, an entity wholly controlled by him and his spouse.

No derivative securities were transacted, and no sales were reported. The filing reflects increased management alignment with shareholders but also adds potential future dilution when the RSA fully vests.

Positive

• CEO increased direct ownership by 1.5 M shares, signaling confidence and strengthening management-shareholder alignment
• Four-year vesting schedule promotes long-term retention and performance focus

Negative

• Potential dilution of up to 1.5 M shares when RSA vests in 2027
• Change-of-control accelerated vesting could raise transaction costs in a takeover scenario

Insights

Securities Analyst

TL;DR – CEO granted 1.5 M restricted shares; boosts alignment, modest dilution risk.

The zero-cost RSA materially lifts Mr. Wolff’s stake to roughly 3 % of the 93 M shares outstanding (approx.). Large insider grants often signal confidence and incentivize long-term value creation. The four-year vesting plus service condition tightens retention. Because the shares are restricted, immediate float impact is nil; dilution occurs only at vesting, providing the market ample time to absorb supply. Overall, the move is shareholder-friendly, though investors should monitor total equity compensation versus performance.

Corporate Governance Expert

TL;DR – Long-dated RSA strengthens retention but raises equity compensation scrutiny.

The award aligns CEO interests with investors through ownership rather than cash. However, 1.5 M shares is sizable relative to PDYN’s market capitalization, making dilution a board-level governance consideration. The single-trigger vesting upon certain events could accelerate payout in change-of-control scenarios, potentially increasing acquisition costs. Transparency in performance metrics and peer benchmarking will be important for shareholders assessing pay-for-performance alignment.

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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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^*

Wolff Benjamin G

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		A		1,500,000(1)	A	$0	2,818,401	D
Common Stock								107,526	I	See footnote(2)
Common Stock								904	I	By Spouse
Common Stock								383,119	I	See footnote(3)

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 a restricted stock award ("RSA"). 100% of the RSA vests October 31, 2027, or earlier upon certain events, subject to continued service through such dates.

2. Represents shares held by MLC Solo 401k Trust FOB Benjamin Wolff ("401k Trust"). Mr. Wolff and his spouse Julie Wolff are the trustees of the 401k Trust and share voting and dispositive power over equity held by the trust. Mr. Wolff is the sole beneficiary of the 401k Trust.

3. Represents shares held by Mare's Leg Capital, LLC ("MLC"). MLC is an entity wholly owned by Mr. Wolff and his spouse Julie Wolff.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Benjamin G. Wolff	07/03/2025
	** 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 CEO Benjamin Wolff purchase on 07/02/2025?

He received 1,500,000 restricted shares of Palladyne AI common stock at $0 cost.

When do the newly issued restricted shares to PDYN’s CEO vest?

The RSA vests 100 % on 10/31/2027, or earlier upon certain events, subject to continued service.

How many PDYN shares does the CEO own after the transaction?

Mr. Wolff now directly owns 2,818,401 shares and indirectly controls an additional 491,549 shares.

Were any PDYN shares sold by the insider in this Form 4?

No sales were reported; the filing only discloses an acquisition.

Does the filing report any derivative securities transactions?

No derivative securities were acquired or disposed of in this filing.

What is the potential impact on PDYN’s share count?

Dilution of 1.5 M shares could occur when the RSA vests, increasing the public float.