PRO DEX INC 10-Q

ITEM 5. OTHER INFORMATION Insider Trading Arrangements and Policies On February 11, 2026, our Chief Executive Officer, Richard Van Kirk, cancelled the 10b5-1 trading arrangement that he created on November 12, 2025. On February 19, 2026, he adopted a new “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 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. 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. The 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. ITEM 6. EXHIBITS 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 31.2 Certification of Principal Financial 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 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 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 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 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. ± Certain 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. 31 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. PRO-DEX, INC. Date: April 30, 2026 /s/ Richard L. Van Kirk Richard L. Van Kirk Chief Executive Officer (principal executive officer) Date: April 30, 2026 /s/ Alisha K. Charlton Alisha K. Charlton Chief Financial Officer (principal financial officer and principal accounting officer) 32 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 31.2 Certification of Principal Financial 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 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 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 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 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. ± Certain 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. 33