OptimizeRx Corp (OPRX) CFO settles RSUs and tax share withholding

Rhea-AI Filing Summary

OptimizeRx Corp Chief Finance & Strat Officer Edward Stelmakh reported the vesting and settlement of restricted stock units into 16,623 shares of common stock on October 3, 2025. The units convert into common stock on a one-for-one basis and vest in three equal annual installments beginning October 3, 2023.

On the same date, 4,406 shares of common stock were disposed of at $18.75 per share in a tax-withholding transaction classified as a disposition under Section 16. After these transactions, Stelmakh directly holds 122,981 shares of OptimizeRx common stock.

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

Net Buyer: 12,217 shares

Net Buy 3 txns

Insider Stelmakh Edward

Role Chief Finance & Strat Officer

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

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 122,981 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. F2. 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. F3. The restricted stock units vest in three equal annual installments beginning October 3, 2023, the first anniversary of the grant date.

Key Figures

RSUs converted: 16,623 shares Shares withheld for taxes: 4,406 shares Tax withholding price: $18.75 per share +2 more

5 metrics

RSUs converted 16,623 shares Restricted stock units converted into common stock on October 3, 2025

Shares withheld for taxes 4,406 shares Common shares disposed of in a tax-withholding transaction at $18.75 per share

Tax withholding price $18.75 per share Per-share value for shares used to satisfy tax obligations

Post-transaction holdings 122,981 shares Direct OptimizeRx common stock held by Edward Stelmakh after the reported transactions

Vesting installments 3 annual installments Restricted stock units vest in three equal annual installments beginning October 3, 2023

Key Terms

Restricted Stock Units, tax withholding obligations, Section 16 of the Securities Exchange Act of 1934

3 terms

Restricted Stock Units financial

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

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

"shares were withheld by the Issuer 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.

FAQ

What did OptimizeRx (OPRX) CFO Edward Stelmakh report in this Form 4?

OptimizeRx CFO Edward Stelmakh reported the vesting and conversion of 16,623 restricted stock units into common stock and a related tax-withholding share disposition, resulting in 122,981 common shares held directly after the October 3, 2025 transactions.

How many restricted stock units did the OptimizeRx (OPRX) CFO convert on October 3, 2025?

On October 3, 2025, Edward Stelmakh converted 16,623 restricted stock units into an equal number of OptimizeRx common shares. The footnotes state that these units convert on a one-for-one basis and are part of an equity award vesting over three years.

How many OptimizeRx (OPRX) shares were withheld for taxes and at what price?

A total of 4,406 common shares were disposed of in a tax-withholding transaction at $18.75 per share. The filing describes this as a disposition to satisfy tax obligations, treated as such under Section 16 of the Exchange Act.

What is Edward Stelmakh’s OptimizeRx (OPRX) shareholding after these transactions?

After the reported transactions, Edward Stelmakh directly holds 122,981 shares of OptimizeRx common stock. This post-transaction balance reflects both the 16,623-share RSU conversion and the tax-withholding disposition reported in the Form 4.

How do the restricted stock units granted to the OptimizeRx (OPRX) CFO vest over time?

The restricted stock units vest in three equal annual installments, beginning October 3, 2023. That date is described as the first anniversary of the grant, indicating a three-year vesting schedule tied to continued service by the reporting officer.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/07/2025 - 06:25 PM 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^*

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.