OptimizeRx insider has 1,432 shares withheld

OptimizeRx’s chief business officer had shares withheld to cover taxes on vested RSUs, leaving him with just under 100,000 common shares directly held.

Rhea-AI Filing Summary

OptimizeRx Corp (OPRX) reported that Chief Business Officer Andrew J. D'Silva had 1,432 shares of common stock withheld on September 1, 2026 to satisfy tax withholding obligations upon vesting of restricted stock units, treated as a disposition under Section 16, at a value of $7.86 per share. After this withholding, he directly holds 99,660 shares of OptimizeRx common stock, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 1,432 shares

Tax Withholding 1 txn

Insider D'Silva Andrew J.

Role Chief Business Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,432	$7.86	$11K

Holdings After Transaction: Common Stock — 99,660 shares (Direct)

Footnotes (1)

1. F1. These shares were withheld by the Issuer upon the vesting of restricted stock units to satisfy the Reporting Person's tax withholding obligations. Such withholding is treated as a disposition of securities under Section 16 of the Securities Exchange Act of 1934, as amended.

Key Figures

Shares withheld for tax withholding obligations: 1,432 shares Per-share value for withheld shares: $7.86 per share Direct holdings after transaction: 99,660 shares

3 metrics

Shares withheld for tax withholding obligations 1,432 shares Common stock withheld on September 1, 2026 to satisfy tax withholding on RSU vesting

Per-share value for withheld shares $7.86 per share Value applied to the 1,432 common shares withheld for tax withholding obligations

Direct holdings after transaction 99,660 shares Common shares of OptimizeRx directly held by Andrew J. D'Silva after the September 1, 2026 transaction

Key Terms

restricted stock units, tax withholding obligations, Section 16 of the Securities Exchange Act of 1934

3 terms

restricted stock units financial

"upon the vesting of restricted stock units to satisfy the Reporting Person's tax"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"vested restricted stock units to satisfy the Reporting Person's tax withholding"

Section 16 of the Securities Exchange Act of 1934 regulatory

"treated as a disposition of securities under Section 16 of the Securities"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

FAQ

What transaction did OptimizeRx (OPRX) report for Andrew J. D'Silva on September 1, 2026?

OptimizeRx reported that 1,432 common shares were withheld from Andrew J. D'Silva on September 1, 2026 to satisfy tax withholding obligations upon vesting of restricted stock units, which is treated as a disposition under Section 16.

Was Andrew J. D'Silva’s Form 4 transaction in OPRX an open market sale?

No. The Form 4 states the 1,432 shares were withheld by the issuer upon RSU vesting to satisfy tax withholding obligations, treated as a disposition under Section 16, not as an open market sale.

How many OptimizeRx (OPRX) shares does Andrew J. D'Silva hold after this Form 4 transaction?

After the tax-withholding disposition, Andrew J. D'Silva directly holds 99,660 shares of OptimizeRx common stock, according to the Form 4 data.

What price per share was used for the withheld OptimizeRx (OPRX) shares?

The 1,432 withheld shares are reported at a value of $7.86 per share, used in connection with satisfying the reporting person’s tax withholding obligations on vested restricted stock units.

Was a Rule 10b5-1 trading plan involved in Andrew J. D'Silva’s OPRX Form 4 transaction?

No. The filing indicates no Rule 10b5-1 plan was affirmed for this transaction; it reflects shares withheld by the issuer to cover tax withholding obligations on RSU vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 03:20 PM Accepted by SEC EDGAR 09/02/2026 - 03:20 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 MASSACHUSETTS 02453

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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

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

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

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	09/01/2026		F		1,432(1)	D	$7.86	99,660	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

Explanation of Responses:

1. These shares were withheld by the Issuer upon the vesting of restricted stock units to satisfy the Reporting Person's tax withholding obligations. Such withholding is treated as a disposition of securities under Section 16 of the Securities Exchange Act of 1934, as amended.

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	09/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)