OptimizeRx (OPRX) CEO has 5,219 shares withheld to cover RSU tax

Rhea-AI Filing Summary

OptimizeRx Corp Chief Executive Officer Stephen L. Silvestro reported a tax-related share disposition tied to vesting equity awards. On this Form 4, 5,219 shares of common stock were withheld by the company on May 15, 2026 at a value of $5.21 per share to cover his tax withholding obligations upon vesting of restricted stock units. The filing notes this withholding is treated as a disposition under Section 16 rules, but it is not an open-market sale. After the transaction, Silvestro directly owned 185,288 shares of OptimizeRx common stock, so the withheld amount represents a small portion of his overall reported holdings.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Silvestro Stephen L

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5,219	$5.21	$27K

Holdings After Transaction: Common Stock — 185,288 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withheld shares: 5,219 shares Per-share value: $5.21 per share Post-transaction holdings: 185,288 shares +1 more

4 metrics

Tax-withheld shares 5,219 shares Shares withheld to satisfy tax obligations on RSU vesting

Per-share value $5.21 per share Value used for the 5,219 withheld shares

Post-transaction holdings 185,288 shares CEO’s direct OptimizeRx common stock holdings after the transaction

Tax-withholding transactions 1 transaction, 5,219 shares Summary of tax withholding dispositions in this Form 4

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 withholding obligations"

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

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

Section 16 of the Securities Exchange Act of 1934 regulatory

"treated as a disposition of securities under Section 16 of the Securities Exchange Act of 1934"

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Silvestro Stephen L

(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 Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		F		5,219(1)	D	$5.21	185,288	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	05/18/2026
	** 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)

FAQ

What insider transaction did OptimizeRx (OPRX) report for CEO Stephen L. Silvestro?

OptimizeRx reported that CEO Stephen L. Silvestro had 5,219 common shares withheld to cover tax obligations on vesting restricted stock units. This withholding is treated as a disposition under Section 16, but it was not an open-market sale of shares.

How many OptimizeRx (OPRX) shares were involved in the CEO’s tax withholding event?

The filing shows 5,219 shares of OptimizeRx common stock were withheld from CEO Stephen L. Silvestro. These shares were used to satisfy tax withholding obligations when his restricted stock units vested, rather than being sold on the open market.

At what value were the withheld OptimizeRx (OPRX) shares recorded in the Form 4 filing?

The 5,219 withheld shares were valued at $5.21 per share in the Form 4. This value reflects the price used for the tax withholding calculation associated with the vesting of restricted stock units granted to the CEO.

How many OptimizeRx (OPRX) shares does the CEO hold after this Form 4 transaction?

After the tax-withholding disposition, CEO Stephen L. Silvestro directly held 185,288 shares of OptimizeRx common stock. The 5,219 shares withheld for taxes therefore represent only a fraction of his total reported direct ownership position.

Was the OptimizeRx (OPRX) CEO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 specifies that the 5,219 shares were withheld by OptimizeRx to cover tax obligations on vesting restricted stock units. The footnote clarifies this tax withholding is treated as a disposition under Section 16, not as an open-market sale.