[Form 4] PRO DEX INC Insider Trading Activity

Rhea-AI Filing Summary

Pro-Dex, Inc. (PDEX) director Katrina Marie Kramer Philp reported an equity grant from the company. On 11/20/2025 she received 1,000 shares of common stock as an award of restricted shares under Pro-Dex’s 2016 Equity Incentive Plan at a stated price of $0.00 per share. After this grant, she beneficially owns 2,000 common shares directly and 14,696 common shares indirectly through her spouse.

The restricted shares vest in equal installments over five years following the grant date, and vesting depends on her continued service to Pro-Dex during that period. The filing is made as a Form 4 for a single reporting person in her capacity as a director of the company.

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^*

Philp Katrina Marie Kramer

(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	$0.00	2,000	D
Common Stock								14,696	I	By Spouse

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 dale 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 Katrina Marie Kramer Philp	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 Form 4 reports that director Katrina Marie Kramer Philp received an award of 1,000 shares of Pro-Dex common stock on 11/20/2025 as a grant of restricted shares.

At what price were the Pro-Dex (PDEX) restricted shares granted to the director?

The 1,000 restricted shares of Pro-Dex common stock were reported with a price of $0.00 per share, reflecting a compensatory equity grant rather than an open-market purchase.

How many Pro-Dex (PDEX) shares does the reporting person own after this transaction?

Following the grant, the reporting person beneficially owns 2,000 shares of Pro-Dex common stock directly and 14,696 shares indirectly through her spouse.

What are the vesting terms of the Pro-Dex (PDEX) restricted share grant?

The 1,000 restricted shares granted under the 2016 Equity Incentive Plan vest in equal installments over five years after the grant date, contingent on the director’s continued service to Pro-Dex.

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

The restricted shares were granted under Pro-Dex, Inc.’s 2016 Equity Incentive Plan, as stated in the explanation of responses.

What is the relationship of the reporting person to Pro-Dex (PDEX)?

The reporting person is identified as a director of Pro-Dex, Inc. on this Form 4.