OptimizeRx insider vests 16,623 RSUs; 4,406 shares withheld

Rhea-AI Filing Summary

OptimizeRx Corp director and Chief Finance & Strategy Officer Edward Stelmakh reported transactions on 10/03/2025 showing the vesting and conversion of 16,623 restricted stock units into common shares. After the transactions, he beneficially owned 127,387 shares. The filing shows 4,406 shares were withheld to satisfy tax-withholding obligations, treated as a disposition at $18.75 per share for a net increase of 16,623 shares from the RSU vesting. The RSUs vest in three equal annual installments beginning on 10/03/2023.

Insights

Equity Compensation Analyst

Insider RSU vesting converted to common shares; part withheld for taxes.

The reported 16,623 restricted stock units converted one-for-one into common stock on 10/03/2025

Withholding of 4,406 shares reduced the net additional shares delivered to the reporting person; the withheld shares were recorded as a disposition at $18.75 per share. Monitor the remaining RSU vesting schedule because two future annual installments remain from the original grant schedule beginning 10/03/2023.

Corporate Governance Specialist

Transaction is routine compensation-related reporting under Section 16.

The filing is procedural: conversion of vested RSUs and tax withholding are standard and were reported on Form 4. The filing includes a signed power of attorney and the standard legal disclaimer about beneficial ownership.

Investors can note the post-transaction beneficial ownership of 127,387 shares as the current disclosed holding; changes from future vesting events would appear in subsequent filings.

Insider Trade Summary

16,623 shares exercised/converted

Mixed 3 txns

Insider Stelmakh Edward

Role Chief Finance & Strat Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	16,623	$0.00	--
Exercise	Common Stock	16,623	$0.00	--
Tax Withholding	Common Stock	4,406	$18.75	$83K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 127,387 shares (Direct)

Footnotes (1)

1. Restricted stock units convert into common stock on a one-for-one basis. 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. The restricted stock units vest in three equal annual installments beginning October 3, 2023, the first anniversary of the grant date.

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^*

Stelmakh Edward

(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 Finance & Strat 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		16,623	A	$0(1)	127,387	D
Common Stock	10/03/2025		F		4,406(2)	D	$18.75	122,981	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			16,623	(3)	(3)	Common Stock	16,623	$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 Odence-Ford, by Power of Attorney	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 transactions did Edward Stelmakh report on Form 4 for OPRX?

He reported the conversion of 16,623 restricted stock units into common shares on 10/03/2025, and the withholding of 4,406 shares for taxes.

How many OPRX shares does the reporting person own after the reported transactions?

The filing discloses beneficial ownership of 127,387 shares following the reported transactions.

At what price were the withheld shares recorded?

The withheld shares were treated as a disposition at $18.75 per share.

When do the restricted stock units vest?

The RSUs vest in three equal annual installments beginning on 10/03/2023.

What is the reporting person's role at OptimizeRx (OPRX)?

He is a director and the Chief Finance & Strategy Officer of OptimizeRx.