Form 4: PRO DEX Director Swenson Receives Restricted Stock Grant

Nicholas John Swenson, a Director and 10% owner of PRO DEX INC, was granted 1,000 restricted shares under the company's 2016 Equity Incentive Plan.

Summary

• Nicholas John Swenson, a Director and 10% owner of PRO DEX INC (PDEX), received a grant of 1,000 shares of Common Stock.
• The transaction occurred on November 20, 2025, with the shares granted at a price of $0.00.
• These shares were issued under the Issuer's 2016 Equity Incentive Plan and will vest in equal installments over five years, subject to Mr. Swenson's continued service to Pro-Dex, Inc.
• Following this transaction, Mr. Swenson directly beneficially owns 97,613 shares of Common Stock.
• He also indirectly beneficially owns 926,730 shares of Common Stock through AO Partners I. LP.

Sentiment

Score: 7

Explanation: The grant of restricted shares to a director and 10% owner is generally a positive signal, indicating continued commitment and alignment of interests. The vesting schedule promotes long-term retention.

Positives

• The grant of restricted shares to a Director and 10% owner indicates continued alignment of management/insider interests with shareholder value.
• The five-year vesting schedule incentivizes long-term service and commitment from a key insider.

Risks

• The vesting of the granted shares is subject to the Reporting Person's continued service to Pro-Dex, Inc. over the applicable vesting period, implying a risk of forfeiture if service is not maintained.

Future Outlook

The grant of restricted shares with a five-year vesting schedule suggests an expectation of continued service from Nicholas John Swenson, aligning his long-term interests with the company's performance and strategic objectives.

Industry Context

Restricted stock grants are a standard component of executive and director compensation packages across various industries, particularly in technology and medical device sectors like Pro-Dex, Inc. They are designed to align the interests of key personnel with long-term shareholder value by tying compensation to continued service and company performance.

Comparison to Industry Standards

• The grant of restricted shares with a multi-year vesting schedule is a common practice in corporate compensation, comparable to similar plans at companies like Medtronic or Stryker, which use equity incentives to retain talent and align interests.
• The $0.00 price indicates a grant rather than a purchase, which is typical for equity incentive plans designed to reward and retain key personnel.

Corporate Governance

Related Party Transactions

• Nicholas John Swenson indirectly beneficially owns 926,730 shares of Common Stock through AO Partners I. LP, which is likely a related entity given his role as a Director and 10% owner.

Stakeholder Impact

• Shareholders: Potential positive impact due to increased alignment of a key insider's interests with long-term company performance.
• Management: Nicholas John Swenson's compensation package is enhanced, incentivizing his continued service and commitment to the company.

Next Steps

• Nicholas John Swenson's continued service to Pro-Dex, Inc. is required for the shares to vest.
• Future vesting installments of the 1,000 restricted shares will occur in equal parts over the next five years.

Key Dates

Recommendation

This Form 4 filing reports a routine restricted stock grant to an existing director and 10% owner. While it signals continued alignment of interests, it does not provide new fundamental information about the company's financial performance, strategic direction, or market position that would warrant a change in investment recommendation. It's a standard compensation event.

Keywords

PRO DEX INC, PDEX, Form 4, Insider Trading, Restricted Stock, Equity Incentive Plan, Director Compensation, Stock Grant, Beneficial Ownership