[Form 4] OptimizeRx Corporation Insider Trading Activity

Rhea-AI Filing Summary

OptimizeRx insider grant summary: Chief Product & Tech Officer Doug Besch received equity awards on 08/21/2025. The Form 4 reports a grant of 15,625 restricted stock units (RSUs) that vest in three equal annual installments beginning 08/21/2026. The filing also reports a stock option for 35,156 shares with an exercise price of $16.14, vesting in three equal annual installments beginning 08/21/2026 and expiring 08/21/2030. Following the reported transactions, the filing shows 67,230 shares of common stock beneficially owned and 35,156 underlying shares from the option.

Positive

• Equity awards disclosed: Filing clearly reports grant of 15,625 RSUs and a 35,156-share option to the Chief Product & Tech Officer
• Defined vesting schedule: Both RSUs and the option vest in three equal annual installments beginning 08/21/2026, providing clear timing of vesting

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received RSUs and options; reported holdings increased but no cash sale or purchase reported.

The Form 4 discloses a compensation-related equity grant to the companys Chief Product & Tech Officer dated 08/21/2025. The RSUs total 15,625 and vest in three equal annual installments beginning 08/21/2026. The option covers 35,156 shares at a $16.14 exercise price, vesting on the same schedule and expiring 08/21/2030. These awards are reported as acquisitions (transaction code A). The filing does not show any cash proceeds or dispositions by the reporting person. For investors, this filing documents executive equity compensation and the resulting change in reported beneficial ownership.

Corporate Governance Expert

TL;DR: Reported awards are compensation grants with multi-year vesting; filing is routine disclosure of insider holdings.

The disclosure indicates grant-related transactions rather than open-market trading. The RSUs and options both vest in three equal annual installments beginning one year after grant, reflecting time-based vesting terms stated in the filing. The Form 4 includes the standard non-admission remark and is signed by a power of attorney on 08/25/2025. The document contains no indication of accelerated vesting, change-in-control provisions, or sales, so it reads as a routine executive compensation disclosure under Section 16.

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^*

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 Prod & Tech Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		A	V	15,625	A	$0	67,230(1)	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
Stock Option	$16.14	08/21/2025		A		35,156		08/21/2026(2)	08/21/2030	Common Stock	35,156	$0	35,156	D

Explanation of Responses:

1. Grant of restricted stock units representing a contingent right to receive shares of OptimizeRx common stock. The restricted stock units will vest in three equal annual installments beginning on August 21, 2026, which is the first anniversary of the grant date.

2. The stock option vests in three equal annual installments beginning August 21, 2026, 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	08/25/2025
	** 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 receive on 08/21/2025 (OPRX)?

The Form 4 reports Doug Besch was granted 15,625 restricted stock units and a 35,156-share stock option with an exercise price of $16.14.

When do the RSUs and options granted to Doug Besch vest?

Both the RSUs and the stock option vest in three equal annual installments beginning 08/21/2026 (the first anniversary of the grant date).

How many shares does Doug Besch beneficially own after the reported transaction?

The filing shows 67,230 shares of common stock beneficially owned following the reported transaction and 35,156 underlying shares associated with the option.

What is the exercise price and expiration date of the stock option granted to Doug Besch?

The option has an exercise price of $16.14, is exercisable beginning 08/21/2026, and expires on 08/21/2030.

Was this Form 4 filed as an acquisition or disposition?

The transactions are reported with transaction code A, indicating acquisitions (grant of RSUs and grant of option).