OPRX insider: CEO RSUs convert to 6,649 shares; 1,620 sold

Rhea-AI Filing Summary

OptimizeRx Corp (OPRX) insider transaction on 10/03/2025: Chief Executive Officer Stephen L. Silvestro had 6,649 restricted stock units vest and convert one-for-one into common stock, increasing his beneficial holdings to 190,536 shares. To satisfy tax withholding obligations, 1,620 shares were withheld and treated as a disposition at a price of $18.75, leaving 188,916 shares beneficially owned. The filing notes the RSUs vest in three equal annual installments beginning 10/03/2023. The reported transactions were certified on 10/07/2025.

Positive

• 6,649 RSUs vested and converted, showing continued executive compensation alignment with shareholders
• Withholding of 1,620 shares handled through issuer withholding, reflecting tax-compliant disposition procedures

Negative

• 1,620 shares were sold to satisfy taxes, reducing direct holdings to 188,916 shares

Insights

Equity Compensation Analyst

Vesting of RSUs and withholding for taxes are routine components of executive compensation.

The CEO received 6,649 restricted stock units that converted into common shares on 10/03/2025, increasing reported beneficial ownership to 190,536 shares before withholding. The filing clarifies the RSUs vest in three equal annual installments starting 10/03/2023

Tax withholding reduced the delivered shares by 1,620, sold at $18.75. Watch ongoing vesting tranches and any future sales tied to withholding or planned disposition events over the next two years.

Corporate Governance Specialist

The Form 4 shows compliance with Section 16 reporting and routine withholding; no unusual dispositions were disclosed.

The filing was submitted by one reporting person and signed by an authorized attorney-in-fact on 10/07/2025, and it includes the standard disclaimer about beneficial ownership. The only disposition reported is withholding of 1,620 shares to satisfy taxes, which is recorded as a sale at $18.75.

Investors may note the timing and size of future vesting dates from the grant schedule and any subsequent filings that would indicate non-routine insider selling.

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^*

Silvestro Stephen L

(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 Executive 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)	190,536	D
Common Stock	10/03/2025		S		1,620(2)	D	$18.75	188,916	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 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 (OPRX) CEO Stephen Silvestro report on the Form 4?

The CEO reported 6,649 restricted stock units vested on 10/03/2025, converting to common stock, and 1,620 shares were withheld/sold for tax withholding at $18.75.

How many shares does the CEO beneficially own after the transaction?

After the reported transactions, the CEO beneficially owned 188,916 shares.

Why were 1,620 shares disposed of according to the filing?

The filing states those shares were withheld by the issuer to satisfy the reporting person's tax withholding obligations.

When do the RSUs vest under the disclosed schedule?

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

At what price were the withheld shares recorded as sold?

The withheld shares are recorded as a disposition at $18.75 per share.