OPRX insider vests 3,325 RSUs; 983 shares withheld at $18.75
Rhea-AI Filing Summary
OptimizeRx Corp (OPRX) reporting person Doug Besch had 3,325 restricted stock units vest on 10/03/2025, which converted one‑for‑one into 3,325 shares of common stock at a zero exercise price. Following the vesting, the reporting person beneficially owned 70,555 shares. The issuer withheld 983 shares to satisfy tax withholding obligations at a price of $18.75, treated as a disposition for Section 16 purposes, leaving 69,572 shares shown as directly owned after that disposition. The RSUs vest in three equal annual installments beginning 10/03/2023. The filing was signed by power of attorney on 10/07/2025.
Positive
- 3,325 RSUs vested and converted one‑for‑one to common stock, aligning executive compensation with shareholder stake
- Net increase of shares after withholding (3,325 vested less 983 withheld = 2,342 net new shares) indicates continued equity retention
Negative
- The issuer withheld 983 shares to satisfy tax obligations, recorded as a disposition under Section 16
- Future vesting remains for two equal annual installments, which will dilute existing shareholders incrementally
Insights
Insider compensation converted to shares; routine withholding reduced net shares.
The vesting of 3,325 restricted stock units reflects standard equity compensation practices where senior officers receive time‑based awards that convert one‑for‑one to common stock. The filing shows a partial disposition of 983 shares to satisfy tax withholding at $18.75, which is recorded as a disposition under Section 16.
Key governance items to monitor include remaining unvested tranches (two future annual installments) and any subsequent insider sales or disposals that could change public float; these are monitorable in upcoming Form 4s within the next 12 months.
Net increase in shares from RSU vesting is modest relative to total float.
The conversion added 3,325 shares while withholding removed 983, resulting in a net increase of 2,342 shares to reported holdings. The reported post‑transaction beneficial ownership levels are 70,555 and 69,572 depending on the line item, reflecting the tax withholding treatment.
Investors tracking insider ownership should note the vesting schedule (three equal annual installments) and expect two additional annual vesting events; these may produce similar small net changes to outstanding shares over the next two years.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 3,325 | $0.00 | -- |
| Exercise | Common Stock | 3,325 | $0.00 | -- |
| Tax Withholding | Common Stock | 983 | $18.75 | $18K |
Footnotes (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.
