What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2026-04-30 compared with 2026-01-29 · 77 added, 13 removed, 38 unchanged (70% of the section changed)

1 unchanged sentence

Trading Arrangements and Policies

On November 12, 2025 ,

our Chief Executive Officer , Richard Van Kirk , adopted a “Rule 10b5-1 trading arrangement” as such term is defined in Item

408(a) of Regulations S-K.

This trading arrangement is intended to satisfy the Rule 10b5-1 affirmative defense.

This trading arrangement

commences on February 11, 2026, terminates on November 4, 2027, unless earlier terminated in accordance with its terms, and covers the

disposition of up to 20,000 shares of our common stock.

On February 11, 2026, our

Chief Executive Officer, Richard Van Kirk, cancelled the 10b5-1 trading arrangement that he created on November 12, 2025.

19, 2026, he adopted a new “Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulations S-K.

trading arrangement is intended to satisfy the Rule 10b5-1 affirmative defense.

This trading arrangement commences on May 21, 2026, terminates

on February 15, 2028, unless earlier terminated in accordance with its terms, and covers the disposition of up to 10,000 shares of our

common stock.

The remaining terms of the trading arrangement are confidential.

adopted for diversification of the individual’s portfolio and not for any other purpose.

No additional directors or officers informed

us of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as those terms are defined in Item 408 of Regulation S-K.

The plan was adopted for diversification of the individual’s

portfolio and not for any other purpose.

On March 24, 2026, our Chairman

of the Board of Directors, Nicholas Swenson, in his capacity as general manager of AO Partners adopted a “Rule 10b5-1 trading arrangement”

as such term is defined in Item 408(a) of Regulations S-K.

This trading arrangement commences on June 22, 2026, terminates on June 22,

2027, unless earlier terminated in accordance with its terms, and covers the disposition of up to $3.0 million of our common stock.

remaining terms of the trading arrangement are confidential.

No additional directors or

officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K during the three months ended March 31, 2026.

Exhibit Description

2.1** Membership Interest

Purchase Agreement dated February 9, 2026 by and among Pro-Dex, Inc., Advanced-Precision Machining Holding Company, Inc., and Sean McCaig

and Yasumi McCaig (incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 12, 2026).

10.1 Subordinated Promissory Note dated February 9, 2026 between Pro-Dex, Inc.

and Advanced-Precision Machining Holding Company, Inc.

(incorporated

herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed February 12, 2026)

10.2* Second Amended and Restated Credit and Security Agreement dated February 9, 2026 by and among UMB Bank, N.A.

and Pro-Dex, Inc.

(incorporated

herein by reference to the Exhibit 10.2 to the Company’s Form 8-K filed February 12, 2026).

10.3 Term Note D dated February 9, 2026 made by Pro-Dex, Inc.

in favor of UMB Bank, N.A.

(incorporated herein by reference to the Exhibit

10.3 to the Company’s Form 8-K filed February 12, 2026).

10.4 Third Amended and Restated Revolving Credit Note dated February 9, 2026 made by Pro-Dex, Inc.

in favor of UMB Bank, N.A.

(incorporated

herein by reference to the Exhibit 10.4 to the Company’s Form 8-K filed February 12, 2026).

31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32 Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Pursuant to

Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, certain schedules and attachments to

this exhibit have been omitted because they do not contain information material to an investment or voting decision and that information

is not otherwise disclosed in the exhibit.

portions of this Exhibit have been redacted pursuant to Item 601(a)(6) or Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees to

furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

Pursuant to the requirements

2 unchanged sentences

PRO-DEX, INC.

January 29, 2026

April 30, 2026

/s/ Richard L.

1 unchanged sentence

(principal executive officer)

January 29, 2026

April 30, 2026

/s/ Alisha K.

2 unchanged sentences

accounting officer)

EXHIBIT INDEX

Exhibit Description

2.1** Membership Interest

Purchase Agreement dated February 9, 2026 by and among Pro-Dex, Inc., Advanced-Precision Machining Holding Company, Inc., and Sean McCaig

and Yasumi McCaig (incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 12, 2026).

10.1 Subordinated Promissory Note dated February 9, 2026 between Pro-Dex, Inc.

and Advanced-Precision Machining Holding Company, Inc.

(incorporated

herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed February 12, 2026)

10.2* Second Amended and Restated Credit and Security Agreement dated February 9, 2026 by and among UMB Bank, N.A.

and Pro-Dex, Inc.

(incorporated

herein by reference to the Exhibit 10.2 to the Company’s Form 8-K filed February 12, 2026).

10.3 Term Note D dated February 9, 2026 made by Pro-Dex, Inc.

in favor of UMB Bank, N.A.

(incorporated herein by reference to the Exhibit

10.3 to the Company’s Form 8-K filed February 12, 2026).

10.4 Third Amended and Restated Revolving Credit Note dated February 9, 2026 made by Pro-Dex, Inc.

in favor of UMB Bank, N.A.

(incorporated

herein by reference to the Exhibit 10.4 to the Company’s Form 8-K filed February 12, 2026).

31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32 Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Pursuant to

Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, certain schedules and attachments to

this exhibit have been omitted because they do not contain information material to an investment or voting decision and that information

is not otherwise disclosed in the exhibit.

portions of this Exhibit have been redacted pursuant to Item 601(a)(6) or Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees to

furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information