[Form 4] OptimizeRx Corporation Insider Trading Activity

Rhea-AI Filing Summary

OptimizeRx Corp (OPRX) reporting person Stephen L. Silvestro, identified as Chief Executive Officer and Director, reported acquisitions on 08/21/2025. He was granted 15,625 restricted stock units (RSUs) that carry a contingent right to receive common shares and will vest in three equal annual installments beginning August 21, 2026. He also received a stock option for 35,156 shares with an exercise price of $16.14; the option vests in three equal annual installments beginning August 21, 2026 and is exercisable from August 21, 2026 through August 21, 2030. Following these reported transactions, the filing shows 183,887 shares of common stock and 35,156 derivative securities beneficially owned. The Form 4 was signed by power of attorney on August 25, 2025.

Positive

• CEO received equity-based compensation (15,625 RSUs and 35,156 options), aligning management incentives with shareholder value
• Clear vesting schedule for both RSUs and options: three equal annual installments beginning August 21, 2026
• Complete Form 4 disclosure including exercise price ($16.14), vesting dates, and post-transaction beneficial ownership numbers

Negative

• None.

Insights

Financial Analyst

TL;DR: CEO received equity awards (RSUs and options) that align compensation with long-term performance; this is a routine, non-transactional insider acquisition.

The grant of 15,625 RSUs and a 35,156-share option at a $16.14 exercise price represents typical executive equity compensation intended to retain and incentivize the CEO. Vesting is staged over three years beginning August 21, 2026, which ties value realization to continued service and potential share-price appreciation. The incremental ownership levels reported—183,887 common shares and 35,156 underlying option shares—should be viewed as part of ongoing compensation rather than a material change to control. Impact on outstanding share count will depend on eventual settlement and exercise behavior.

Corporate Governance Expert

TL;DR: Award structure follows standard governance practice: time-based vesting and a defined exercise window; disclosure is complete for a Section 16 filing.

The Form 4 discloses time-based RSUs and an option with clear vesting commencement and expiration dates, consistent with well-documented executive compensation frameworks. The filing includes the requisite vesting schedules and does not assert any unusual acceleration clauses. The disclosure was executed via power of attorney, which is acceptable for timely reporting. From a governance perspective, this appears to be a routine compensation grant with no indicated special arrangements in the provided text.

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^*

Silvestro Stephen L

(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 Executive 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	183,887(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 CEO Stephen L. Silvestro report on Form 4 (OPRX)?

He reported acquisitions on 08/21/2025 of 15,625 RSUs and a 35,156-share option with an exercise price of $16.14.

When do the RSUs and options vest for the OPRX filing?

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

How many shares does Silvestro beneficially own after the reported transactions?

The filing reports 183,887 common shares beneficially owned and 35,156 derivative securities following the transactions.

What is the exercise price and expiration window for the option in the Form 4?

The stock option has an exercise price of $16.14 and is exercisable from August 21, 2026 through August 21, 2030.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Marion Odence-Ford by power of attorney and dated August 25, 2025.