OptimizeRx (OPRX) CCO logs Form 4 tax-withholding share dispositions

Rhea-AI Filing Summary

OptimizeRx Corp Chief Commercial Officer Theresa Greco reported routine tax-related share dispositions. On May 15, 2026, the company withheld 879 and 914 shares of Common Stock at $5.21 per share to cover her tax obligations upon vesting of restricted stock units. The footnote explains these withholdings are treated as dispositions under Section 16 rules, but they were not open-market sales and reflect standard equity-compensation tax treatment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Greco Theresa

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	914	$5.21	$5K
Tax Withholding	Common Stock	879	$5.21	$5K

Holdings After Transaction: Common Stock — 71,954 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withholding shares: 1,793 shares First tax-withholding lot: 879 shares Second tax-withholding lot: 914 shares +1 more

4 metrics

Tax-withholding shares 1,793 shares Total shares used for tax withholding on RSU vesting

First tax-withholding lot 879 shares Common Stock, code F, on May 15, 2026

Second tax-withholding lot 914 shares Common Stock, code F, on May 15, 2026

Price per share $5.21 per share Valuation used for both tax-withholding dispositions

Key Terms

restricted stock units, tax withholding obligations, Section 16, Common Stock

4 terms

restricted stock units financial

"These shares were withheld by the Issuer 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 regulatory

"Such withholding is treated as a disposition of securities under Section 16 of the Securities Exchange Act of 1934, as amended."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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^*

Greco Theresa

(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 Commercial 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		914(1)	D	$5.21	71,954	D
Common Stock	05/15/2026		F		879(1)	D	$5.21	71,075	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 transactions did OptimizeRx (OPRX) disclose for Theresa Greco?

OptimizeRx reported that Chief Commercial Officer Theresa Greco had shares withheld to cover taxes on vested restricted stock units. Two Form 4 transactions show dispositions of 879 and 914 Common Stock shares, both at $5.21 per share, classified as tax-withholding events.

Were the OptimizeRx (OPRX) Form 4 transactions open-market sales?

No. The Form 4 states the dispositions were tax-withholding events tied to restricted stock unit vesting. Shares were withheld by OptimizeRx to satisfy Greco’s tax obligations, so these are not open-market sales and do not represent discretionary selling activity.

How many OptimizeRx (OPRX) shares were used for Theresa Greco’s tax withholding?

The filing shows a total of 1,793 OptimizeRx Common Stock shares were used for tax withholding. This comes from two dispositions: 879 shares and 914 shares, each priced at $5.21 per share, related to the vesting of restricted stock units.

What does transaction code "F" mean in the OptimizeRx (OPRX) Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this Form 4, code F marks shares withheld by OptimizeRx to satisfy Theresa Greco’s tax obligations when her restricted stock units vested.

Does Theresa Greco still hold OptimizeRx (OPRX) shares after the tax-withholding transactions?

Yes. Each Form 4 entry lists tens of thousands of shares owned directly by Greco after the tax-withholding dispositions. These remaining holdings show that the 1,793 shares withheld for taxes represent a small portion of her total OptimizeRx position.