OPRX officer awarded RSUs and $16.14 strike options with 3-year vesting

Rhea-AI Filing Summary

OptimizeRx officer Marion K. Odence-Ford was granted 15,625 restricted stock units and a stock option for 35,156 shares on 08/21/2025. The RSUs vest in three equal annual installments beginning 08/21/2026. The option has an exercise price of $16.14, vests in three equal annual installments beginning 08/21/2026, is exercisable 08/21/2026 and expires 08/21/2030. Following the awards, Odence-Ford beneficially owns 85,901 shares of common stock and holds options/rights covering 35,156 additional shares.

Positive

• Material equity compensation disclosed: 15,625 RSUs and a 35,156-share option align executive incentives over multiple years
• Clear vesting schedule: Both RSUs and options vest in three equal annual installments beginning 08/21/2026

Negative

• None.

Insights

Financial Analyst

TL;DR Insider received equity compensation that is typical for officer retention; not a market-moving disclosure.

The grants include 15,625 RSUs and a 35,156-share option at $16.14 strike. Vesting begins on the first anniversary of the grant, aligning incentives over three years. The immediate reporting of these awards is routine and reflects compensation expense and potential future dilution of existing shares if options are exercised. No cash consideration was paid at grant.

Corporate Governance Expert

TL;DR Grant structure follows common governance practice for executive retention with multi-year vesting.

The RSU and option awards vest in three equal annual installments beginning 08/21/2026, indicating a multi-year retention focus. The filing includes the required Section 16 disclosure and a standard reservation of non-admission language. There is no indication of accelerated vesting, change-in-control provisions, or amendments 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

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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^*

Odence-Ford Marion

(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 Legal & Admin 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	85,901(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 K. Odence-Ford	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) insider Marion K. Odence-Ford receive on 08/21/2025?

The filing reports 15,625 restricted stock units and a stock option for 35,156 shares granted on 08/21/2025.

When do the RSUs and options granted to Marion K. Odence-Ford vest?

Both the RSUs and the stock option vest in three equal annual installments beginning on 08/21/2026.

What is the exercise price and expiration for the option granted to the OPRX officer?

The stock option has an exercise price of $16.14 and an expiration date of 08/21/2030.

How many OptimizeRx shares does Marion K. Odence-Ford beneficially own after the reported transaction?

The Form 4 reports that Odence-Ford beneficially owns 85,901 shares following the reported transaction.

Does the Form 4 indicate any cash paid for the RSUs or option on grant?

The filing shows a $0 price for the RSUs and lists the option strike as $16.14, indicating no cash paid for the RSUs at grant.