OptimizeRx CLO uses 1,529 shares for tax withholding

OptimizeRx Corp (OPRX) reported that Chief Legal & Admin Officer Marion Odence-Ford had 1,529 shares of common stock withheld on 2026-08-21 to satisfy tax withholding obligations upon vesting of restricted stock units.

Rhea-AI Filing Summary

OptimizeRx Corp (OPRX) reported that Chief Legal & Admin Officer Marion Odence-Ford had 1,529 shares of common stock withheld on 2026-08-21 to satisfy tax withholding obligations upon vesting of restricted stock units. This withholding is treated as a disposition under Section 16. After this transaction, Odence-Ford directly held 90,407 shares of OptimizeRx common stock.

Insider Trade Summary

Tax Withholding: 1,529 shares

Tax Withholding 1 txn

Insider Odence-Ford Marion

Role Chief Legal & Admin Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,529	$7.71	$12K

Holdings After Transaction: Common Stock — 90,407 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: 1,529 shares Reference price per share: $7.71 per share Shares owned after transaction: 90,407 shares

3 metrics

Shares withheld for tax withholding obligations 1,529 shares Common stock withheld on 2026-08-21 for RSU-related tax withholding

Reference price per share $7.71 per share Value used for the 1,529-share tax-withholding disposition

Shares owned after transaction 90,407 shares Direct holdings of Marion Odence-Ford following the 2026-08-21 transaction

Key Terms

restricted stock units, Section 16 of the Securities Exchange Act of 1934, beneficial owner

3 terms

restricted stock units financial

"These shares were withheld by the Issuer upon the vesting of restricted stock units"

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.

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.

beneficial owner regulatory

"shall not be construed as an admission ... is ... the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did OPRX disclose for Marion Odence-Ford?

OPRX disclosed that Chief Legal & Admin Officer Marion Odence-Ford had 1,529 shares of common stock withheld on 2026-08-21 to cover tax withholding obligations from vesting restricted stock units. This is reported as a disposition under Section 16.

How many OptimizeRx (OPRX) shares were affected in this Form 4 filing?

The filing reports that 1,529 shares of OptimizeRx common stock were withheld to satisfy Marion Odence-Ford’s tax withholding obligations upon RSU vesting, at a reference price of $7.71 per share.

What are Marion Odence-Ford’s holdings in OPRX after this transaction?

Following the tax-withholding disposition, Marion Odence-Ford directly held 90,407 shares of OptimizeRx common stock, as reported in the Form 4 filing.

Was the OPRX insider transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not marked, so the tax-withholding disposition of 1,529 shares was not affirmatively reported as being made under a Rule 10b5-1 trading plan.

Does OptimizeRx receive proceeds from this Form 4 transaction?

The transaction reflects shares withheld by the issuer to satisfy Marion Odence-Ford’s tax withholding obligations upon RSU vesting. The filing characterizes this as a disposition of securities under Section 16, related to tax withholding.

Is the OPRX Form 4 transaction a normal sale into the market?

No. The Form 4 describes the code F transaction as shares withheld by OptimizeRx to pay Marion Odence-Ford’s tax withholding obligations upon RSU vesting, rather than an open-market sale.

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

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Available on EDGAR 08/24/2026 - 03:13 PM EDT Accepted by SEC EDGAR 08/24/2026 - 03:12 PM EDT 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^*

Odence-Ford Marion

(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 Legal & Admin Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026

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	08/21/2026		F		1,529(1)	D	$7.71	90,407	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 K. Odence-Ford	08/24/2026
	** 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)