OptimizeRx insider converts 6,649 RSUs; ownership drops to 90,598

Rhea-AI Filing Summary

OptimizeRx (OPRX) insider Marion K. Odence-Ford reported stock-based compensation vesting and related share withholding. On 10/03/2025 6,649 restricted stock units (RSUs) vested and converted one-for-one into common shares at a reported conversion price of $0, increasing beneficial ownership before withholding to 92,550 shares. The company withheld 1,952 shares to satisfy tax obligations, a disposition treated as a sale at $18.75, leaving 90,598 shares beneficially owned after the transactions. The RSUs vest in three equal annual installments beginning 10/03/2023, and the reporting person is identified as the company’s Chief Legal & Admin Officer and an officer/direct holder.

Positive

• 6,649 RSUs vested, demonstrating continued compensation alignment with management
• RSUs convert one-for-one into common stock, a straightforward equity settlement

Negative

• 1,952 shares withheld to cover taxes, recorded as a disposition which lowers reported beneficial ownership to 90,598 shares
• Recorded disposition at $18.75 may be interpreted as a taxable event and reduces free-floating shares held by the insider

Insights

Corporate Compensation Analyst

RSU vesting and tax-withholding explain the reported share changes.

The filing documents the conversion of 6,649 restricted stock units into common stock on 10/03/2025, recorded as an acquisition and immediate withholding of 1,952 shares to cover taxes. This is a routine compensation event rather than an open-market sale.

The primary dependency is the vesting schedule: these RSUs vest in three equal annual installments starting on 10/03/2023, so similar transactions may recur on future anniversaries. Monitor annual vesting dates and any large-scale withholdings that could affect float in the near term.

Insider Transactions Risk Specialist

Withholding treated as a disposition can affect reported ownership metrics.

The withheld 1,952 shares were treated as a disposition under Section 16, recorded at $18.75. While withholding is administrative, it reduces the insider's reported beneficial holdings to 90,598, which investors may note when tracking insider ownership trends.

Key near-term items to watch include subsequent vesting dates and any changes in withholding practices that could lead to larger reported dispositions within the next year.

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
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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 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 Legal & Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		M		6,649	A	$0(1)	92,550	D
Common Stock	10/03/2025		F		1,952(2)	D	$18.75	90,598	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
Restricted Stock Units	(1)	10/03/2025		M			6,649	(3)	(3)	Common Stock	6,649	$0	0	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. These shares were withheld by the Issuer 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.

3. The restricted stock units vest in three equal annual installments beginning October 3, 2023, 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 K. Odence-Ford	10/07/2025
	** 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 did the OptimizeRx (OPRX) Form 4 filed by Marion K. Odence-Ford report?

The filing reported the vesting and conversion of 6,649 RSUs on 10/03/2025, withholding of 1,952 shares for taxes, and 90,598 shares beneficially owned after the transactions.

Why were 1,952 shares shown as a disposition on the Form 4?

Those shares were withheld by the issuer to satisfy the reporting person's tax withholding obligations, and such withholding is treated as a disposition under Section 16.

What is the vesting schedule for the RSUs reported in the OPRX Form 4?

The restricted stock units vest in three equal annual installments beginning on 10/03/2023.

How many shares did Marion K. Odence-Ford beneficially own after the reported transactions?

After the transactions and withholding, the filing shows 90,598 shares beneficially owned.

At what price were the withheld shares recorded on the Form 4?

The withheld shares were recorded as disposed at a price of $18.75.