OPRX officer reports Code F tax withholdings; 46,306 shares held

Rhea-AI Filing Summary

OptimizeRx Corp (OPRX) reported insider activity on Form 4 for its Chief Business Officer. The filing shows issuer tax withholdings (Transaction Code F) related to equity compensation. On 10/01/2025, 414 shares of common stock were withheld at $18.98. On 10/03/2025, 794 shares were withheld at $18.75. Following these transactions, the reporting person held 46,306 shares directly. The explanation states the shares were withheld by the issuer to satisfy tax obligations and are treated as dispositions under Section 16.

Insider Trade Summary

Net Seller: 1,208 shares

Net Sell 2 txns

Insider D'Silva Andrew J.

Role Chief Business Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	794	$18.75	$15K
Exercise Price or Tax Liability	Common Stock	414	$18.98	$8K

Holdings After Transaction: Common Stock — 46,306 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What did OPRX disclose on this Form 4?

An officer reported issuer tax withholdings of common stock (Code F) tied to equity compensation.

Who is the reporting person and their role at OPRX?

The reporting person is an officer serving as Chief Business Officer.

What were the share amounts and prices in the transactions?

On 10/01/2025, 414 shares at $18.98; on 10/03/2025, 794 shares at $18.75.

How many shares did the officer own after the reported transactions?

Direct ownership was 46,306 shares after the transactions.

What does Transaction Code F mean in this context?

Per the filing’s explanation, shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations.

Are these open-market sales by the officer?

No. They are issuer withholdings for taxes and are treated as dispositions under Section 16.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/07/2025 - 05:51 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 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 Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F		414(1)	D	$18.98	47,100	D
Common Stock	10/03/2025		F		794(1)	D	$18.75	46,306	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 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	11/07/2025
	** 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.