PRO DEX CEO receives stock grant, shares withheld for tax

PRO DEX INC Chief Executive Officer Richard Lee Van Kirk Jr reported compensation-related stock transactions.

Accepted by SEC EDGAR 07/06/2026 - 04:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

PRO DEX INC Chief Executive Officer Richard Lee Van Kirk Jr reported compensation-related stock transactions. He received 14,800 shares of Common Stock as a grant under a performance award agreement pursuant to the Pro-Dex, Inc. 2016 Equity Incentive Plan. To cover tax obligations, 5,279 shares were withheld, which is recorded as a tax-withholding disposition rather than an open-market sale. Following these transactions, he directly holds 99,228 shares of PRO DEX INC common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Van Kirk Richard Lee Jr

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,800	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	5,279	$62.74	$331K

Holdings After Transaction: Common Stock — 99,228 shares (Direct)

Holdings Before and After: Common Stock, 89,707 to 99,228 shares (Direct)

Footnotes (2)

1. F1. Represents shares issued under a performance award agreement previously granted to the reporting person, pursuant to the Pro-Dex, Inc. 2016 Equity Incentive Plan.
2. F2. Represents shares withheld to satisfy tax withholding obligations of the reporting person.

Key Figures

Shares granted: 14,800 shares Shares withheld for taxes: 5,279 shares Holding after grant: 104,507 shares +2 more

5 metrics

Shares granted 14,800 shares Common Stock grant under performance award agreement

Shares withheld for taxes 5,279 shares Tax-withholding disposition on Common Stock

Holding after grant 104,507 shares Total Common Stock directly held after transactions

Tax-withholding reference price $62.74 per share Price applied to 5,279-share tax-withholding disposition

Shares after tax withholding step 99,228 shares Direct holding immediately after 5,279-share withholding

Key Terms

performance award agreement, Pro-Dex, Inc. 2016 Equity Incentive Plan, tax withholding obligations, tax-withholding disposition, +1 more

5 terms

performance award agreement financial

"Represents shares issued under a performance award agreement previously granted to the reporting person"

Pro-Dex, Inc. 2016 Equity Incentive Plan financial

"pursuant to the Pro-Dex, Inc. 2016 Equity Incentive Plan"

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations of the reporting person"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did PRO DEX INC (PDEX) report for its CEO?

PRO DEX INC reported that CEO Richard Lee Van Kirk Jr received 14,800 shares of common stock as a performance-based grant, with 5,279 shares withheld to cover taxes. After these transactions, he directly holds 104,507 shares of PRO DEX INC common stock.

Was the PRO DEX INC (PDEX) CEO’s Form 4 transaction an open-market stock sale?

No, the Form 4 shows no open-market sale. It reports a grant of 14,800 shares and a disposition of 5,279 shares strictly for tax withholding obligations, meaning the company withheld shares instead of cash to pay taxes on the award.

How many PRO DEX INC (PDEX) shares did the CEO receive in the latest equity award?

The CEO received 14,800 shares of PRO DEX INC common stock. The filing states these shares were issued under a performance award agreement pursuant to the Pro-Dex, Inc. 2016 Equity Incentive Plan, reflecting equity-based executive compensation rather than a market purchase.

How many PRO DEX INC (PDEX) shares were withheld for the CEO’s tax obligations?

The filing shows 5,279 shares of PRO DEX INC common stock were withheld. These shares satisfied the CEO’s tax withholding obligations tied to the equity award, so they are classified as a tax-withholding disposition, not a discretionary sale in the open market.

What is the PRO DEX INC (PDEX) CEO’s direct shareholding after this Form 4?

After the reported grant and tax withholding, the CEO directly holds 104,507 shares of PRO DEX INC common stock. This post-transaction holding reflects his remaining equity position following issuance of the performance shares and the related tax share withholding.

Under which plan was the PRO DEX INC (PDEX) CEO’s share grant made?

The filing states the 14,800-share grant was made under a performance award agreement pursuant to the Pro-Dex, Inc. 2016 Equity Incentive Plan. This plan provides for equity-based compensation, aligning executive incentives with company performance and shareholder interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		A(1)		14,800	A	$0.00	104,507	D
Common Stock	07/01/2026		F(2)		5,279	D	$62.74	99,228	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. Represents shares issued under a performance award agreement previously granted to the reporting person, pursuant to the Pro-Dex, Inc. 2016 Equity Incentive Plan.

2. Represents shares withheld to satisfy tax withholding obligations of the reporting person.

	/s/ Alisha Charlton as attorney-in-fact for Richard Van Kirk	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)