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

Corporate Governance Analyst

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.

Equity Analyst

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.

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^*

Besch Doug

(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 Product & Tech 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		3,325	A	$0(1)	70,555	D
Common Stock	10/03/2025		F		983(2)	D	$18.75	69,572	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			3,325	(3)	(3)	Common Stock	3,325	$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 did OptimizeRx insider Doug Besch report on Form 4 (OPRX)?

The filing reports the vesting of 3,325 RSUs on 10/03/2025, conversion to 3,325 common shares, and withholding of 983 shares for taxes at $18.75.

How many OptimizeRx (OPRX) shares does the reporting person own after the transactions?

The filing shows beneficial ownership of 70,555 shares on one line and 69,572 shares after the tax withholding disposition.

Why were 983 shares disposed of in the Form 4?

Those 983 shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations, which is treated as a disposition under Section 16.

What is the vesting schedule for the RSUs reported?

The RSUs vest in three equal annual installments beginning on 10/03/2023, with remaining installments occurring annually.

Was the Form 4 signed and when?

Yes. The filing was signed by power of attorney on 10/07/2025.