Form 4: Pro-Dex Director Domingo Reports Share Grant, Tax Forfeiture

Pro-Dex Director Angelita Domingo reported the acquisition of 1,000 restricted shares and the forfeiture of 72 shares for tax purposes, increasing her beneficial ownership to 15,447 shares.

Summary

• Angelita Domingo, a Director of Pro-Dex Inc. (PDEX), reported changes in her beneficial ownership of common stock.
• On November 20, 2025, 72 shares of common stock were forfeited at a price of $30.83 per share to cover payroll taxes related to the vesting of 200 restricted shares granted on November 20, 2024.
• On the same date, November 20, 2025, Domingo was granted 1,000 restricted shares of common stock under the Issuer's 2016 Equity Incentive Plan at a price of $0.00 per share.
• These 1,000 restricted shares will vest in equal installments over five years, contingent upon Domingo's continued service to Pro-Dex, Inc.
• Following these transactions, Angelita Domingo's direct beneficial ownership of common stock increased to 15,447 shares.

Sentiment

Score: 6

Explanation: The filing indicates a routine compensation event for a director, involving a significant grant of restricted shares which increases beneficial ownership, generally viewed positively for aligning interests. The forfeiture for taxes is a standard, neutral event.

Positives

• The grant of 1,000 restricted shares to Director Angelita Domingo aligns her interests with those of shareholders.
• The increase in beneficial ownership to 15,447 shares demonstrates continued commitment from a key director.

Negatives

• 72 shares were forfeited to cover payroll taxes, representing a reduction in directly held shares, though this is a standard procedure for vested equity.

Future Outlook

The 1,000 restricted shares granted to Director Angelita Domingo will vest in equal installments over the five years following the grant date of November 20, 2025, subject to her continued service to Pro-Dex, Inc.

Industry Context

This filing represents a routine insider transaction related to director compensation and equity vesting, common across publicly traded companies as a mechanism to align management and director interests with long-term shareholder value.

Related Party Transactions

• The grant of 1,000 restricted shares to Angelita Domingo, a Director, constitutes a related party transaction as part of her compensation under the Issuer's 2016 Equity Incentive Plan.

Stakeholder Impact

• Shareholders: The increase in director ownership through restricted stock grants generally aligns the director's long-term interests with those of the shareholders, potentially fostering better governance and strategic decisions.
• Employees (Directors): The equity grant serves as a component of compensation, incentivizing continued service and performance.

Next Steps

• The 1,000 restricted shares granted on November 20, 2025, will vest in equal installments over the next five years, contingent on continued service.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to director compensation, including a restricted stock grant and a tax-related forfeiture. While the grant increases director ownership, which is generally positive for alignment, these are standard events and do not provide new material information to warrant a change in investment recommendation. The transactions are expected and do not signal any significant operational or financial shifts for Pro-Dex Inc.

Keywords

Pro-Dex Inc., PDEX, Angelita Domingo, Form 4, Insider Transaction, Restricted Stock Grant, Beneficial Ownership, Equity Incentive Plan, Director Compensation