Pro-Dex insider forfeits 72 shares, receives 1,000 restricted

Rhea-AI Filing Summary

Pro-Dex, Inc. (PDEX) director equity activity shows a small tax-related share forfeiture and a new restricted stock grant. On 11/20/2025, the reporting director forfeited 72 shares of common stock at a price of $30.83 to cover payroll taxes tied to the vesting of 200 restricted shares that were granted on 11/20/2024 under Pro-Dex's 2016 Equity Incentive Plan. On the same date, the director received a grant of 1,000 restricted common shares for no cash payment, also under the 2016 Equity Incentive Plan. These restricted shares vest in equal installments over five years, contingent on continued service with Pro-Dex. After these transactions, the director beneficially owned 15,447 common shares, held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Domingo Angelita Rebamontan

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	72	$30.83	$2K
Grant/Award	Common Stock	1,000	$0.00	--

Holdings After Transaction: Common Stock — 14,447 shares (Direct)

Footnotes (1)

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. 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.

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^*

Domingo Angelita Rebamontan

(Last) (First) (Middle)

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		F(1)		72	D	$30.83	14,447	D
Common Stock	11/20/2025		A(2)		1,000	A	$0.00	15,447	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 as attorney-in-fact for Angelita Domingo	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 on this Form 4?

The filing reports that a Pro-Dex director forfeited 72 common shares to cover payroll taxes on vesting restricted stock and received a new grant of 1,000 restricted shares on 11/20/2025.

How many Pro-Dex (PDEX) shares does the director own after the reported transactions?

After the reported Form 4 transactions, the director beneficially owned 15,447 shares of Pro-Dex common stock, held directly.

Why were 72 Pro-Dex (PDEX) shares forfeited by the director?

The 72 shares were forfeited to pay payroll taxes related to the vesting of 200 restricted shares that were granted on 11/20/2024 under Pro-Dex's 2016 Equity Incentive Plan.

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

The 1,000 restricted shares were granted under Pro-Dex's 2016 Equity Incentive Plan and vest in equal installments over five years, subject to the director's continued service to Pro-Dex.

Did the Pro-Dex (PDEX) director pay cash for the 1,000 restricted shares?

No cash was paid for the grant; the 1,000 restricted shares were reported with a price of $0.00, reflecting a compensatory equity award rather than a market purchase.

What is the director's relationship to Pro-Dex (PDEX) as reported in this Form 4?

The filing identifies the reporting person as a director of Pro-Dex, Inc., filing individually as one reporting person.