[Form 4] PRO DEX INC Insider Trading Activity

Rhea-AI Filing Summary

Pro-Dex, Inc. (PDEX) director David C. Hovda reported receiving a grant of 1,000 shares of Pro-Dex common stock on 11/20/2025. The filing shows these shares were acquired at a stated price of $0, reflecting a restricted stock award rather than an open‑market purchase. Following this grant, Hovda beneficially owns 4,300 Pro-Dex shares in direct ownership.

The 1,000 restricted shares were granted under Pro-Dex’s 2016 Equity Incentive Plan. They vest in equal installments over five years after the grant date, as long as Hovda continues to provide service to Pro-Dex during the vesting period. This Form 4 simply records the equity compensation awarded to a board member and the resulting change in his share ownership.

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
Estimated average burden
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^*

HOVDA DAVID

(Last) (First) (Middle)

C/O 2361 MCGAW AVENUE

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRO DEX INC [ PDEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		A(1)		1,000	A	$0	4,300	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. Grant of restricted shares under the Issuer's 2016 Equity Incentive Plan. The shares vest in equal installments over the five years following the date of grant, subject to the Reporting Person's continued service to Pro-Dex, Inc. over the applicable vesting period.

	/s/ Alisha Charlton as attorney-in-fact for David C. Hovda	11/21/2025
	** 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 insider transaction did Pro-Dex (PDEX) report in this Form 4?

The Form 4 reports that director David C. Hovda received a grant of 1,000 shares of Pro-Dex common stock on 11/20/2025 as a restricted stock award.

How many Pro-Dex (PDEX) shares does David C. Hovda own after this grant?

After the reported grant, David C. Hovda beneficially owns 4,300 shares of Pro-Dex common stock in direct ownership.

What was the price on the 1,000 Pro-Dex (PDEX) shares granted to the director?

The 1,000 shares of Pro-Dex common stock were reported as acquired at a stated price of $0, consistent with a restricted stock grant under an equity incentive plan.

Under which plan were the Pro-Dex (PDEX) restricted shares granted?

The 1,000 restricted shares were granted under Pro-Dex’s 2016 Equity Incentive Plan as described in the Form 4 explanation of responses.

What are the vesting terms of the 1,000 Pro-Dex (PDEX) restricted shares?

The restricted shares vest in equal installments over five years following the grant date, subject to David C. Hovda’s continued service to Pro-Dex during the vesting period.

What is David C. Hovda’s role at Pro-Dex (PDEX)?

David C. Hovda is reported as a Director of Pro-Dex, Inc. on the Form 4.