OptimizeRx exec has 1,243 shares withheld for taxes

OptimizeRx Corp (OPRX) reported that Chief Business Officer Andrew J. D'Silva had 1,243 shares of common stock withheld on August 21, 2026 to satisfy tax withholding obligations upon vesting of restricted stock units.

Rhea-AI Filing Summary

OptimizeRx Corp (OPRX) reported that Chief Business Officer Andrew J. D'Silva had 1,243 shares of common stock withheld on August 21, 2026 to satisfy tax withholding obligations upon vesting of restricted stock units. The withholding, treated as a disposition under Section 16, left him with 43,492 directly held shares.

Insider Trade Summary

Tax Withholding: 1,243 shares

Tax Withholding 1 txn

Insider D'Silva Andrew J.

Role Chief Business Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,243	$7.71	$10K

Holdings After Transaction: Common Stock — 43,492 shares (Direct)

Footnotes (1)

1. F1. These shares were withheld by the Issuer upon the vesting of restricted stock units 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.

Key Figures

Shares withheld for tax obligations: 1,243 shares Price per share: $7.71 per share Shares held after transaction: 43,492 shares

3 metrics

Shares withheld for tax obligations 1,243 shares Common Stock withheld on August 21, 2026 to satisfy tax withholding obligations

Price per share $7.71 per share Valuation used for the 1,243 withheld shares

Shares held after transaction 43,492 shares Directly held OptimizeRx common stock following the withholding transaction

Key Terms

restricted stock units, tax withholding obligations, Section 16 of the Securities Exchange Act of 1934

3 terms

restricted stock units financial

"upon the vesting of restricted stock units to satisfy the Reporting"

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

"vested 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 Secur"

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 insider transaction did OPRX report for Andrew J. D'Silva?

OptimizeRx reported that Andrew J. D'Silva had 1,243 shares of common stock withheld on August 21, 2026 to cover tax withholding obligations upon RSU vesting, treated as a disposition under Section 16, leaving him with 43,492 shares held directly.

Was the OPRX Form 4 transaction a market sale or tax withholding?

The Form 4 for OPRX shows a tax withholding transaction. 1,243 shares were withheld by OptimizeRx upon vesting of restricted stock units to satisfy Andrew J. D'Silva’s tax withholding obligations, and are reported as a disposition under Section 16.

What price per share was used for the OPRX tax-withholding shares?

The 1,243 shares withheld for Andrew J. D'Silva’s tax obligations were valued at a price of $7.71 per share, according to the Form 4 filed for OptimizeRx Corp (OPRX).

How many OPRX shares does Andrew J. D'Silva hold after this Form 4 transaction?

After the reported tax-withholding disposition, Andrew J. D'Silva directly holds 43,492 shares of OptimizeRx Corp (OPRX) common stock, as stated in the Form 4 filing.

Does the OPRX Form 4 indicate a Rule 10b5-1 trading plan for this transaction?

No. The Form 4 for OptimizeRx Corp (OPRX) indicates the Rule 10b5-1 checkbox is not checked, and the transaction is described instead as shares withheld to satisfy tax withholding obligations upon RSU vesting.

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

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Available on EDGAR 08/24/2026 - 03:12 PM Accepted by SEC EDGAR 08/24/2026 - 03:12 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^*

D'Silva Andrew J.

(Last) (First) (Middle)

C/O OPTIMIZERX CORPORATION

260 CHARLES STREET, SUITE 302

(Street)

WALTHAM MASSACHUSETTS 02453

(City) (State) (Zip)

UNITED STATES

(Country)

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 Business Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/21/2026		F		1,243(1)	D	$7.71	43,492	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

Explanation of Responses:

1. These shares were withheld by the Issuer upon the vesting of restricted stock units 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.

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	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)