OPRX Form 4: Edward Stelmakh Receives RSUs and $16.14 Exercise-Price Option

Rhea-AI Filing Summary

OptimizeRx Corp. CFO/COO Edward Stelmakh reported equity awards on Form 4 showing a grant of 15,625 restricted stock units and a stock option for 35,156 shares. The restricted stock units vest in three equal annual installments beginning August 21, 2026. The option has an exercise price of $16.14, vests in three equal annual installments beginning August 21, 2026, is exercisable starting August 21, 2026 and expires August 21, 2030. After these transactions, Mr. Stelmakh beneficially owns 110,764 shares of common stock and 35,156 underlying shares from the option.

Positive

• 15,625 restricted stock units granted with vesting in three equal annual installments beginning August 21, 2026
• Stock option for 35,156 shares granted with an exercise price of $16.14, vesting in three equal annual installments beginning August 21, 2026 and expiring August 21, 2030
• Reported beneficial ownership of 110,764 shares following the transaction

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider equity awards to the CFO/COO include RSUs and an option, with multi-year vesting and a defined exercise price.

The Form 4 reports a grant of 15,625 restricted stock units and a stock option covering 35,156 shares with an exercise price of $16.14. Both awards vest in three equal annual installments beginning August 21, 2026. The option expires August 21, 2030. The reporting person’s total beneficial ownership after the reported transactions is 110,764 shares plus the 35,156 optioned shares. These are standard equity compensation mechanics disclosed under Section 16.

Corporate Governance Specialist

TL;DR: The filing documents routine executive equity compensation with explicit vesting and expiration terms.

The statement documents restricted stock units that will convert to common shares over three years and a time‑based stock option with a specified exercise price and a 2026 exercisable date and 2030 expiration. The filing includes the standard disclaimer regarding beneficial ownership and is signed by a power of attorney. No other corporate actions or changes in control are disclosed in this Form 4.

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

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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^*

Stelmakh Edward

(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)
	CFO/COO

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	110,764(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 equity awards did OptimizeRx (OPRX) report for Edward Stelmakh?

The Form 4 reports a grant of 15,625 restricted stock units and a stock option for 35,156 shares with an exercise price of $16.14.

When do the awards to the OPRX CFO/COO vest?

Both the restricted stock units and the stock option vest in three equal annual installments beginning August 21, 2026.

What is the exercisable and expiration schedule for the reported option?

The option becomes exercisable starting August 21, 2026 and expires on August 21, 2030.

How many shares does Edward Stelmakh beneficially own after the reported transaction?

The filing shows 110,764 shares beneficially owned following the reported transactions, plus 35,156 underlying shares from the option.

Who signed the Form 4 for the reporting person?

The form was signed by Marion Odence-Ford, by Power of Attorney on August 25, 2025.