Pro-Dex CFO Charlton updates PDEX holdings with new 1,000-share grant

Rhea-AI Filing Summary

Pro-Dex, Inc. (PDEX) filed a Form 4 showing equity-related transactions by its Chief Financial Officer, Alisha Charlton. On 11/20/2025, 72 shares of common stock were forfeited at a price of $30.83 per share to cover payroll taxes tied to the vesting of 200 restricted shares granted on 11/20/2024 under the company’s 2016 Equity Incentive Plan. On the same date, Charlton received a grant of 1,000 restricted shares at a price of $0, also under the 2016 Equity Incentive Plan. Following these transactions, she beneficially owned 17,267 shares of Pro-Dex common stock directly. The newly granted restricted shares vest in equal installments over five years, as long as she continues her service with Pro-Dex over the vesting period.

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^*

Charlton Alisha

(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)

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

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		F(1)		72	D	$30.83	16,267	D
Common Stock	11/20/2025		A(2)		1,000	D	$0	17,267	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. These shares were forfeited to pay payroll taxes related to the vesting of 200 restricted shares granted on 11/20/24 under the Issuer's 2016 Equity Incentive Plan.

2. 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	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 for its CFO?

Pro-Dex reported that its Chief Financial Officer, Alisha Charlton, had equity transactions on 11/20/2025 involving common stock and restricted shares under the company’s 2016 Equity Incentive Plan.

How many Pro-Dex (PDEX) shares did the CFO dispose of to cover taxes?

The CFO forfeited 72 shares of Pro-Dex common stock at $30.83 per share to pay payroll taxes related to the vesting of 200 restricted shares that were granted on 11/20/2024.

What new equity award did the Pro-Dex (PDEX) CFO receive?

On 11/20/2025, the CFO received a grant of 1,000 restricted shares of Pro-Dex common stock at a price of $0 under the 2016 Equity Incentive Plan.

What are the vesting terms of the new Pro-Dex (PDEX) restricted shares?

The 1,000 restricted shares vest in equal installments over five years following the grant date, conditioned on the CFO’s continued service to Pro-Dex, Inc. during the vesting period.

How many Pro-Dex (PDEX) shares does the CFO beneficially own after these transactions?

After the reported transactions on 11/20/2025, the CFO beneficially owned 17,267 shares of Pro-Dex common stock directly.

What plan governs the reported Pro-Dex (PDEX) equity transactions?

Both the tax-related forfeiture and the new grant of restricted shares are tied to Pro-Dex’s 2016 Equity Incentive Plan.