PRO DEX INC
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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Sep 30, 2026 · Filed Oct 29, 2026
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Item 5. OTHER INFORMATION
Insider Trading Arrangements
On September 9, 2026, our Chairman of the Board of Directors, Nicholas Swenson, in his capacity as general manager of AO Partners I, L.P. 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. AO Partners, LLC is the General Partner of AO Partners I, L.P. Nicholas Swenson, the Chairman of our Board of Directors, is the Managing Member of AO Partners, LLC, and, in such capacity, has the power to direct the affairs of AO Partners, LLC, including the voting and disposition of shares of our common stock held by AO Partners I, L.P. This trading arrangement commences on January 4, 2027 and terminates on March 31, 2028, unless earlier terminated in accordance with its terms, and covers the disposition of up to $5.0 million of our common stock. The remaining terms of the trading arrangement are confidential.
On September 9, 2026, Raymond Cabillot, one of our directors, in his capacity as partner of Farnam Street Partners L.P. 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. Farnam Street Capital, Inc. is the General Partner of Farnam Street Partners, L.P. Raymond Cabillot, one of our directors, in his capacity as the Chief Executive Office and a director of Farnam Street Capital, Inc., has shared voting power and shared dispositive power of shares of our common stock held by Farnam Street Partners, L.P. This trading arrangement commences on December 8, 2026 and terminates on December 31, 2028, unless earlier terminated in accordance with its terms, and covers the disposition of up to 150,000 shares of our common stock. The remaining terms of the trading arrangement are confidential.
On September 22, 2026, 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 December 22, 2026, terminates on September 15, 2028, unless earlier terminated in accordance with its terms, and covers the disposition of up to 20,000 shares of our common stock. The remaining terms of the trading arrangement are confidential. The plan wasadopted for diversification of the individual’s portfolio and not for any other purpose.
No additional directors or officers informed us of theadoption, modification ortermination 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 September 30, 2026.
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