8-K filed February 12, 2026, 6:59 PM ET ticker PDEX CIK 0000788920

M&A confidence high sentiment positive materiality 0.75

Pro-Dex acquires Advanced Precision Machining for $8.65M; finances with UMB term loan

PRO DEX INC

Total purchase price ~$8.65M: $6.65M cash at closing (funded by UMB Term Note D) + $2M subordinated note (8% interest, 63 months).
APM is a longtime supplier of machined sub-assemblies; also serves aerospace/defense and holds ITAR and JCP certifications.
New Term Note D ($6.65M) matures Feb 2031, interest at greater of 4.5% or SOFR+2.5%; revolving note extended to Dec 2027.
CEO cites acquisition as part of expansion plans tied to recent contract extension with largest customer and expected revenue growth.
APM will operate independently of Pro-Dex; consolidated results may be reported closer to SEC deadlines going forward.

item 1.01 item 2.01 item 2.03 item 7.01 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001079973-26-000201
form_type: 8-K
ticker: PDEX
cik: 0000788920
company_name: PRO DEX INC
filed_at: 2026-02-12T23:59:59+00:00
discovered_at: 2026-05-14T18:02:37.701858+00:00
generated_at: 2026-05-16T03:09:40.333409+00:00
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event_type: m_and_a
sentiment: positive
materiality_score: 0.75
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Source-grounded claims

a386c939162136ded2398a3b102b3f61c479b0d3

PRO DEX INC amended revolving credit of $11,000,000 with UMB Bank, N.A. at the greater of (a) 4% or (b) the Adjusted SOFR Rate maturing December 29, 2027.

of $7,525,000, Term Note B in the original principal amount of $1,000,000, Term Note C in the original principal amount of $5,000,000, and a Revolving Note in the amount of $11,000,000. The Amended Credit Agreement also extended the maturity date of the Revolving Note from December 29, 2026 to December 29, 2027 pursuant to a Third Amended and Restated Revolving

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

f978297d6db5a7ead547250518041995b7d7a158

PRO DEX INC incurred term loan of $6,650,000 with UMB Bank, N.A. at the greater of (a) 4.5% or (b) the Adjusted SOFR Rate maturing February 1, 2031.

nd Restated Credit and Security Agreement (the “Amended Credit Agreement”) with UMB Bank, N.A. (“UMB”), which among other things provided for financing to fund the cash portion of the purchase price for the Acquisition by issuing Term Note D in

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

6420ef13ecdc8247000941ef09094e7143a1a64b

PRO DEX INC completed an acquisition involving Advanced Precision Machining LLC for approximately $8,650,000 (closed 2026-02-09).

each an individual, as the owners of Seller (“Owners” and, together with Seller, the “Seller Parties”). The aggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in cash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

1185ce060f97269e6e9f0c4d2e7d062da883612f

PRO DEX INC entered into Second Amended and Restated Credit and Security Agreement with UMB Bank, N.A. valued at Term Note D in the principal amount of $6,650,000 issued to fund cash portion of acquisition (effective 2026-02-09).

On February 9, 2026 (the “Credit Amendment Date”), the Company entered into a Second Amended and Restated Credit and Security Agreement (the “Amended Credit Agreement”) with UMB Bank, N.A. (“UMB”), which among other things provided for financing to fund the cash portion of the purchase price for the Acquisition by issuing Term Note D in the principal amount of $6,650,000.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

722880319f2439f5117fef6a069e9b5a3f33d09f

PRO DEX INC entered into Membership Interest Purchase Agreement with Advanced-Precision Machining Holding Company, Inc. valued at aggregate purchase price of approximately $8,650,000 (effective 2026-02-09).

The Acquisition was made pursuant to a Membership Interest Purchase Agreement, dated February 9, 2026 (the “Purchase Agreement”), by and among the Company as purchaser, Advanced-Precision Machining Holding Company, Inc., a California corporation,

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

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each an individual, as the owners of Seller (“Owners” and, together with Seller, the “Seller Parties”). The aggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in cash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated

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each an individual, as the owners of Seller (“Owners” and, together with Seller, the “Seller Parties”). The aggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in cash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated

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true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2026

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Source: SEC EDGAR

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