PDEX Form 4: CEO Van Kirk uses 72 shares to cover tax

Rhea-AI Filing Summary

PRO DEX INC (PDEX) reported an insider equity transaction by its Chief Executive Officer and Director, Richard Van Kirk. On 11/20/2025, 72 shares of common stock were disposed of at a price of $30.83 per share. After this transaction, he directly beneficially owned 99,707 shares of PRO DEX common stock.

The filing explains that these 72 shares were forfeited to pay payroll taxes related to the vesting of 200 restricted shares that were originally granted on 11/20/2024 under the company’s 2016 Equity Incentive Plan. This is a routine tax-withholding event tied to equity compensation rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Van Kirk Richard Lee Jr

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	72	$30.83	$2K

Holdings After Transaction: Common Stock — 99,707 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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^*

Van Kirk Richard Lee Jr

(Last) (First) (Middle)

2361 MCGAW ST

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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	99,707	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.

	/s/ Alisha Charlton as attorney-in-fact for Richard Van Kirk	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 INC (PDEX) report in this Form 4?

The filing reports that Chief Executive Officer and Director Richard Van Kirk disposed of 72 shares of PRO DEX common stock on 11/20/2025.

At what price were the PRO DEX (PDEX) shares disposed of by the CEO?

The 72 shares of PRO DEX common stock were disposed of at a price of $30.83 per share.

How many PRO DEX (PDEX) shares does the reporting person own after this transaction?

Following the reported transaction, Richard Van Kirk beneficially owns 99,707 shares of PRO DEX common stock directly.

Why were the 72 PRO DEX (PDEX) shares forfeited by the CEO?

According to the explanation, the 72 shares were forfeited to pay payroll taxes related to the vesting of 200 restricted shares granted on 11/20/2024 under the 2016 Equity Incentive Plan.

What equity plan is referenced in this PRO DEX (PDEX) Form 4 filing?

The transaction relates to restricted shares granted under PRO DEX INC's 2016 Equity Incentive Plan.

What is the relationship of the reporting person to PRO DEX INC (PDEX)?

The reporting person, Richard Van Kirk, is listed as both a Director and an Officer, serving as Chief Executive Officer of PRO DEX INC.