PRO DEX INC (PDEX) CFO receives 10,800-share equity grant with 3,897 shares withheld for taxes

Rhea-AI Filing Summary

PRO DEX INC Chief Financial Officer Alisha Charlton reported equity compensation activity rather than open-market trading. She received 10,800 shares of common stock at a stated price of $0.00 per share under a performance award agreement. On the same date, 3,897 shares were withheld at $62.74 per share to cover her tax obligations. After these transactions, she directly holds 28,067 shares of PRO DEX INC common stock.

Insights

Equity compensation and insider-trading analyst

Routine equity grant with tax withholding; no open-market trading signal.

CFO Alisha Charlton received 10,800 shares of PRO DEX INC common stock as a grant under the 2016 Equity Incentive Plan. This reflects standard stock-based compensation rather than a market purchase.

To satisfy tax obligations from this award, 3,897 shares were disposed of at $62.74 per share through tax withholding, a mechanical step coded "F" that does not represent a discretionary sale. Following these actions, Charlton directly owns 28,067 shares.

The filing shows no option exercises or derivative positions and no open-market buying or selling. As a result, the informational value for assessing her view of the stock is limited; the activity primarily updates her equity-based compensation and share count.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Charlton Alisha

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,800	$0.00	--
Tax Withholding	Common Stock	3,897	$62.74	$244K

Holdings After Transaction: Common Stock — 28,067 shares (Direct, null)

Footnotes (1)

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

Key Figures

Shares granted: 10,800 shares Shares withheld for taxes: 3,897 shares Price for tax withholding: $62.74 per share +2 more

5 metrics

Shares granted 10,800 shares Common Stock grant under performance award agreement

Shares withheld for taxes 3,897 shares Tax-withholding disposition at $62.74 per share

Price for tax withholding $62.74 per share Value used for 3,897-share tax-withholding transaction

Shares held after transactions 28,067 shares Direct ownership of PRO DEX INC common stock following Form 4

Award price $0.00 per share Stated price for the 10,800-share grant

Key Terms

performance award agreement, 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"

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, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What insider transactions did PRO DEX INC (PDEX) CFO Alisha Charlton report?

Alisha Charlton reported a stock grant of 10,800 PRO DEX INC common shares and a related tax-withholding disposition of 3,897 shares. These actions updated her equity compensation holdings, rather than reflecting an open-market purchase or sale of the company’s stock.

Was the PRO DEX INC (PDEX) CFO stock transaction an open-market sale or purchase?

The transactions were not open-market trades. Charlton received 10,800 shares as a grant at $0.00 per share and 3,897 shares were withheld at $62.74 per share to pay taxes, a mechanical process coded as tax-withholding disposition, not a discretionary market sale.

How many PRO DEX INC (PDEX) shares does the CFO hold after this Form 4?

After the reported grant and tax withholding, CFO Alisha Charlton directly holds 28,067 shares of PRO DEX INC common stock. This total reflects both the 10,800-share performance award and the 3,897 shares withheld to cover her tax obligations on the award.

What is the significance of the 10,800-share grant to the PRO DEX INC (PDEX) CFO?

The 10,800-share grant represents equity compensation under a performance award agreement in the Pro-Dex, Inc. 2016 Equity Incentive Plan. It increases Charlton’s direct ownership stake and aligns part of her compensation with company performance, without involving cash paid by her in the market.

Why were 3,897 PRO DEX INC (PDEX) shares disposed of at $62.74 on the Form 4?

The 3,897 shares were withheld to satisfy Alisha Charlton’s tax withholding obligations stemming from the equity award. The Form 4 classifies this as a tax-withholding disposition at $62.74 per share, which is a standard administrative step rather than a voluntary open-market sale.

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^*

Charlton Alisha

(Last) (First) (Middle)

C/O 2361 MCGAW AVENUE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)		10,800	A	$0.00	28,067	D
Common Stock	07/01/2026		F(2)		3,897	D	$62.74	24,170	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	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)