OptimizeRx Form 4: Director Reduces Stake to 44,215 Shares After Sale

Rhea-AI Filing Summary

OptimizeRx director Patrick D. Spangler reported selling 11,120 shares of OptimizeRx Corp (OPRX) on 08/28/2025 at a weighted average price of $17.49 per share, with individual sale prices ranging from $17.47 to $18.43. After the reported disposition the filing shows the reporting person beneficially owned 44,215 shares, held directly. The Form 4 indicates the sale was executed in multiple transactions and the filer offers to provide detailed per-price allocation on request. The statement is limited to this single non-derivative sale and includes a standard reservation that the filer does not concede beneficial ownership for all purposes.

Positive

• None.

Negative

• Director sold 11,120 shares reducing direct beneficial ownership to 44,215 shares, which may be viewed negatively by some investors
• Sale executed in multiple transactions at varying prices ($17.47–$18.43), potentially indicating active disposition rather than a single planned trade

Insights

Financial Analyst

TL;DR: Director sold a portion of holdings, reducing direct ownership to 44,215 shares; transaction appears routine without additional context.

The sale of 11,120 shares at a weighted average of $17.49 reduces the director's direct stake but the filing provides no context on motivation, plan-based trading, or proportion relative to total outstanding shares. Without information on total insider holdings, company market capitalization, or contemporaneous corporate events, this single Form 4 has limited standalone informational value for valuation models. Investors seeking material insight should request the per-price allocation noted in the footnote and monitor subsequent insider filings for pattern changes.

Corporate Governance Expert

TL;DR: Insider sale disclosed by a director; filing includes customary disclaimers and an offer to supply transaction details.

The Form 4 is procedurally complete for the reported non-derivative dispositions and properly discloses the weighted-average price range and the director status of the reporting person. The filing's explicit reservation about beneficial ownership and the offer to provide detailed price allocation are standard. From a governance perspective, a single sale by a director does not alone indicate governance concerns, but ongoing monitoring of insider activity and any rule 10b5-1 plan disclosures would clarify whether trades are pre-planned or discretionary.

Insider Trade Summary

Net Seller: 11,120 shares

Net Sell 1 txn

Insider Spangler Patrick D

Role Director

Sold 11,120 shs ($194K)

Type	Security	Shares	Price	Value
Sale	Common Stock	11,120	$17.49	$194K

Holdings After Transaction: Common Stock — 44,215 shares (Direct)

Footnotes (1)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.47 through $18.43. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, complete information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

FAQ

What did OptimizeRx (OPRX) director Patrick D. Spangler disclose on the Form 4?

He disclosed the disposition of 11,120 shares of OptimizeRx common stock on 08/28/2025 at a weighted average price of $17.49 per share.

How many OptimizeRx shares does the reporting person own after the sale?

The Form 4 shows the reporting person beneficially owned 44,215 shares following the reported transactions.

What price range was reported for the sales in the Form 4?

The footnote states the shares were sold at prices ranging from $17.47 through $18.43; the reported price is a weighted average of $17.49.

Does the filing state whether the trades were part of a Rule 10b5-1 plan?

The Form 4 does not indicate these trades were executed pursuant to a Rule 10b5-1 plan; no 10b5-1 plan box is checked in the visible content.

Can I obtain the exact number of shares sold at each price within the stated range?

Yes. The filer offers to provide, upon request, complete information regarding the number of shares purchased at each separate price within the disclosed range.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/11/2025 - 01:55 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^*

Spangler Patrick D

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		S		11,120	D	$17.49(1)	44,215	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.47 through $18.43. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, complete information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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	09/11/2025
	** 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.