Management Change/Compensation Form 8 K

Grant of Restricted Shares Awards

On November 20, 2024, the Compensation Committee of the Board of Directors of Pro-Dex, Inc. (the "Company") approved the grant of restricted shares under the Company's 2016 Equity Incentive Plan to the Company's non-employee directors and to select employees, including 1,000 restricted shares granted to each of Richard L. Van Kirk, the Company's Chief Executive Officer, and Alisha K. Charlton, the Company's Chief Financial Officer, vesting ratably over five years.

The restricted shares were granted pursuant to Restricted Shares Award Agreements (the "Award Agreements"), which contain terms and provisions customary for awards of this type, including that, in most instances, the employee must continue to be employed by the Company as of the applicable vesting date. A copy of a form of Award Agreement is attached as an exhibit to this Current Report on Form 8-K. The foregoing description of the Award Agreements is qualified in its entirety by reference to the complete text of the form of Award Agreement.