OPRX chief awarded 10,417 RSUs; 23,437 options at $16.14

Rhea-AI Filing Summary

OptimizeRx Corp (OPRX) reported that Andrew J. D'Silva, the company's Chief Business Officer and a director, received equity awards on 08/21/2025. He was granted 10,417 restricted stock units (RSUs) that represent a contingent right to receive common stock and 23,437 stock options with an exercise price of $16.14. After these grants, Mr. D'Silva beneficially owns 47,514 shares23,437 option-related shares exercisable into common stock.

The RSUs and the stock option award both vest in three equal annual installments beginning on 08/21/2026, the first anniversary of the grant, with the option expiring on 08/21/2030. The filing is a Form 4 reporting the grant; it includes a customary remark clarifying that the filing is not an admission of beneficial ownership for Section 16 purposes.

Positive

• Grant of 10,417 RSUs aligns officer with long‑term shareholder interests through restricted stock
• 23,437 stock options at $16.14 provide upside incentive if stock price rises above the exercise price
• Three‑year vesting starting 08/21/2026 supports retention of a senior executive

Negative

• Potential dilution as RSUs and options represent up to 33,854 future common shares upon vesting/exercise
• No cash purchase (RSUs granted at $0) increases outstanding shares without cash inflow

Insights

Corporate Governance Expert

Equity grants align a senior officer's incentives with shareholder value over a multi-year horizon.

The awards—10,417 RSUs and 23,437 options at $16.14—use standard multi-year vesting that begins on 08/21/2026, which ties retention and performance incentives to future stock performance through 08/21/2030. RSUs provide a direct share alignment while the option requires the share price to exceed the exercise price to deliver intrinsic value.

Risks include potential dilution as these awards convert into common stock; track the company’s outstanding share count and any future equity plans. Monitor vesting milestones over the next three years and any subsequent Form 4 filings that report exercises or sales.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

D'Silva Andrew J.

(Last) (First) (Middle)

C/O OPTIMIZERX CORPORATION

260 CHARLES STREET, SUITE 302

(Street)

WALTHAM MA 02453

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OptimizeRx Corp [ OPRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2025		A	V	10,417(1)	A	$0	47,514	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$16.14	08/21/2025		A		23,437		(2)	08/21/2030	Common Stock	23,437	$0	23,437	D

Explanation of Responses:

1. Grant of restricted stock units representing a contingent right to receive shares of OptimizeRx common stock. The restricted stock units will vest in three equal annual installments beginning on August 21, 2026, which is the first anniversary of the grant date.

2. The stock option vests in three equal annual installments beginning August 21, 2026, the first anniversary of the grant date.

Remarks:

The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.

	/s/ Marion Odence-Ford, by Power of Attorney	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did OptimizeRx (OPRX) report for Andrew J. D'Silva on the Form 4?

The Form 4 reports a grant of 10,417 restricted stock units (RSUs) and 23,437 stock options with an exercise price of $16.14 dated 08/21/2025.

When do the RSUs and stock options vest for the OPRX filing?

Both the RSUs and the stock option vest in three equal annual installments beginning on 08/21/2026 (the first anniversary of the grant date).

How many shares does Andrew J. D'Silva beneficially own after the reported transaction?

Following the reported grants, he beneficially owns 47,514 shares of common stock and 23,437 option-related shares exercisable into common stock.

What is the expiration date of the reported stock option in the Form 4?

The reported stock option has an expiration date of 08/21/2030.

Does the Form 4 state any cash price paid for the RSUs or options?

The RSUs and the reported option show a price of $0 for the RSU grant and the option is noted with an exercise price of $16.14.