[Form 4] Palladyne AI Corp Warrants Insider Trading Activity

Rhea-AI Filing Summary

Denis Garagic, Chief Technology Officer of Palladyne AI Corp. (PDYN/PDYNW), reported the sale of 14,809 shares of common stock on 08/21/2025. The Form 4 states these sales were executed as "sell-to-cover" transactions to satisfy income tax liabilities arising from the vesting of restricted stock units (RSUs). The shares were sold in multiple transactions at prices ranging from $7.3901 to $7.455, with a reported weighted-average price of $7.4173. After the transactions, Mr. Garagic beneficially owns 584,859 shares, including recently settled RSUs (34,600 settled on 08/20/2025, reduced by the tax-related sale). The sale was not presented as a discretionary open-market trade but as a tax-withholding action related to compensation.

Insights

Securities Analyst

TL;DR: Routine sell-to-cover tax withholding from vested RSUs; limited market impact given small size relative to total holdings.

The Form 4 documents a standard administrative sale of 14,809 shares to cover taxes on RSU vesting, with prices between $7.3901 and $7.455 and a weighted-average of $7.4173. Such transactions commonly occur on or immediately after vesting and are not typically interpreted as negative signals about the insider's view of the company. The reporting person continues to hold 584,859 shares, indicating ongoing material ownership and alignment with shareholder interests. For investors, this is a routine insider filing rather than an indication of substantive change in control or strategy.

Corporate Governance Expert

TL;DR: Compliance filing shows standard tax-related disposition on RSU settlement; disclosure is complete and follows Form 4 conventions.

The disclosure explains the sell-to-cover mechanism and provides the price range and weighted-average price, and it notes the number of RSUs that settled the day prior. The filing was signed by an attorney-in-fact, which is typical for timely insider reporting. There are no indications of additional derivatives, discretionary sales, or changes in officer status. From a governance perspective, the report fulfills Section 16 reporting obligations and supplies sufficient detail on the nature of the transaction.

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^*

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)
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)		14,809	D	$7.4173(2)	584,859(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 34,600 settled on August 20, 2025 and were then reduced by the 14,809 shares sold for taxes as reported on this Form 4.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Denis Garagic	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 Denis Garagic report on Form 4 for PDYN/PDYNW?

He reported the sale of 14,809 shares on 08/21/2025 as sell-to-cover transactions to satisfy taxes from RSU vesting, at a weighted-average price of $7.4173.

Why were the shares sold according to the filing?

The shares were sold to cover income tax liabilities associated with the vesting of restricted stock units, not as a discretionary open-market sale.

How many shares does Garagic beneficially own after the transaction?

He beneficially owns 584,859 shares following the reported sell-to-cover transactions.

When did the related RSUs settle?

34,600 RSUs settled on August 20, 2025, and the subsequent sell-to-cover reduced the net shares received by the reporting person.

What price range was reported for the share sales?

Sales occurred at prices ranging from $7.3901 to $7.455, with a reported weighted-average price of $7.4173.