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PRO DEX (PDEX) CEO sells 10,000 shares under Rule 10b5-1 plan, keeps stake

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

PRO DEX INC Chief Executive Officer Richard Lee Van Kirk Jr reported selling 10,000 shares of common stock in open-market transactions on May 21–22, 2026. The reported sale prices ranged from about $61.55 to $64.33 per share, based on weighted average prices disclosed.

These transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted on February 19, 2026, indicating they were scheduled in advance. Following the sales, he directly owns 89,707 shares of PRO DEX INC common stock.

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Insights

CEO executes pre-planned open-market sale of 10,000 shares, retains sizable direct stake.

The CEO of PRO DEX INC, Richard Lee Van Kirk Jr, reported open-market sales totaling 10,000 common shares on May 21–22, 2026 across multiple trades at weighted average prices in the low $60s per share.

The filing states these sales were made under a Rule 10b5-1 trading plan adopted on February 19, 2026, suggesting a pre-scheduled diversification or liquidity program rather than an opportunistic trade. After the transactions, he holds 89,707 shares directly, leaving a substantial continuing equity position.

There are no derivative exercises or gifts reported, and the derivative position table is empty, so the visible activity is purely open-market selling. Subsequent filings may provide additional context if further pre-planned sales occur under the same trading plan.

Insider Van Kirk Richard Lee Jr
Role Chief Executive Officer
Sold 10,000 shs ($626K)
Type Security Shares Price Value
Sale Common Stock 2,824 $62.09 $175K
Sale Common Stock 1,254 $62.93 $79K
Sale Common Stock 50 $63.63 $3K
Sale Common Stock 1,918 $62.22 $119K
Sale Common Stock 3,404 $62.96 $214K
Sale Common Stock 550 $63.92 $35K
Holdings After Transaction: Common Stock — 91,011 shares (Direct, null)
Footnotes (1)
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 19, 2026. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.55 to $62.53, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.54 to $63.53, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.56 to $64.33, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.54 to $62.52, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.55 to $63.54, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.56 to $63.68, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (7) to this Form.
Shares sold 10,000 shares Total common stock sold on May 21–22, 2026
Post-transaction holdings 89,707 shares Common stock directly owned after final sale
Sale price 1 $62.09 per share Weighted average price for 2,824-share sale on May 22, 2026
Sale price 2 $62.93 per share Weighted average price for 1,254-share sale on May 22, 2026
Sale price 3 $63.63 per share Weighted average price for 50-share sale on May 22, 2026
Sale price 4 $63.92 per share Weighted average price for 550-share sale on May 21, 2026
Sale price 5 $62.96 per share Weighted average price for 3,404-share sale on May 21, 2026
Sale price 6 $62.22 per share Weighted average price for 1,918-share sale on May 21, 2026
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
non-derivative financial
"transaction_type": "non-derivative""
common stock financial
"security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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*
Van Kirk Richard Lee Jr
(Last)(First)(Middle)
2361 MCGAW ST
(Street)
IRVINE CALIFORNIA 92614
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PRO DEX INC [ PDEX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026S(1)1,918D$62.22(2)97,789D
Common Stock05/21/2026S(1)3,404D$62.96(3)94,385D
Common Stock05/21/2026S(1)550D$63.92(4)93,835D
Common Stock05/22/2026S(1)2,824D$62.09(5)91,011D
Common Stock05/22/2026S(1)1,254D$62.93(6)89,757D
Common Stock05/22/2026S(1)50D$63.63(7)89,707D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 19, 2026.
2. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.55 to $62.53, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form.
3. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.54 to $63.53, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form.
4. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.56 to $64.33, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form.
5. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.54 to $62.52, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form.
6. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.55 to $63.54, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form.
7. The price reported on Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.56 to $63.68, inclusive. The reporting person undertakes to provide Pro-Dex, Inc., any security holder of Pro-Dex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (7) to this Form.
/s/ Alisha Charlton as attorney-in-fact for Richard Van Kirk05/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

How many PRO DEX INC (PDEX) shares did the CEO sell in this Form 4?

The CEO sold a total of 10,000 shares of PRO DEX INC common stock. These were reported as multiple open-market sales on May 21–22, 2026, according to the Form 4 transaction summary data.

At what prices did the PRO DEX INC (PDEX) CEO sell his shares?

The reported sale prices were weighted average prices in the low $60s per share. Footnotes state the individual trades occurred in ranges from about $61.54 to $64.33 across several separate transactions.

How many PRO DEX INC (PDEX) shares does the CEO own after these transactions?

After the reported sales, the CEO directly owns 89,707 shares of PRO DEX INC common stock. This post-transaction holding figure comes from the Form 4’s "shares owned following transaction" column for the final reported trade.

Were the PRO DEX INC (PDEX) CEO’s stock sales made under a Rule 10b5-1 plan?

Yes. A footnote explains the sales were executed under a Rule 10b5-1 trading plan adopted on February 19, 2026. Such plans pre-schedule trades, reducing the significance of short-term market timing.

What type of transactions did the PRO DEX INC (PDEX) CEO report in this Form 4?

All reported transactions are open-market sales of common stock, coded "S" as non-derivative dispositions. The transaction_summary section shows six sale entries totaling 10,000 shares and no option exercises, gifts, or tax-withholding events.

Did the PRO DEX INC (PDEX) CEO exercise any options in this Form 4 filing?

No. The Form 4 shows no derivative exercises, with exerciseCount and exerciseShares listed as zero. The derivativeSummary table is also empty, indicating no option or other derivative transactions in this particular filing.