OptimizeRx Corporation is asking shareholders to approve several items at its fully virtual 2026 Annual Meeting. Shareholders will vote on electing seven directors, an advisory say-on-pay resolution, and ratifying Grant Thornton LLP as auditor for the year ending December 31, 2026.
The company also seeks approval to amend its 2021 Equity Incentive Plan to add 1,000,000 shares, increasing the pool to 5,450,000 shares, and to adopt an evergreen provision for automatic annual share increases. In 2025, revenue reached $109.429 million and Adjusted EBITDA was $24.301 million, driving executive bonuses well above target under the company’s cash bonus plan.
OptimizeRx Corp director Presti Mariyamma Varghese filed an initial Form 3, which is a statement of beneficial ownership for new insiders. The filing does not list any specific share holdings or transactions, serving mainly to register Varghese as a reporting person for the company.
OptimizeRx Corporation appointed Mary Varghese Presti, currently Corporate Vice President and Chief Operating Officer of Microsoft’s Health & Life Sciences organization, to its Board of Directors as an independent director. Her term runs until the company’s 2026 annual meeting of stockholders, continuing until a successor is elected and qualified.
The Board expanded from six to seven members in connection with her appointment and named her to the Audit Committee. As a non-employee director, she will receive an annual cash retainer of $45,000, an annual equity grant valued at approximately $175,000, and an additional annual $10,000 cash retainer for Audit Committee service. A related press release describing her extensive healthcare and technology background, including roles at Microsoft, Nuance, IBM Watson Health, athenahealth, and Pfizer, was furnished as an exhibit.
OptimizeRx Corporation changed its independent auditor, dismissing UHY LLP after Audit Committee approval and appointing Grant Thornton LLP for the fiscal year ending December 31, 2026. UHY’s audit reports for 2025 and 2024 were clean, with no adverse opinions or scope or principle qualifications.
The company previously disclosed a material weakness in internal control over financial reporting related to data from third-party service organizations. This weakness did not cause any restatement or disagreements with UHY, and UHY is authorized to cooperate fully with Grant Thornton on this matter.
OptimizeRx Corp Schedule 13G/A shows The Vanguard Group reports 0 shares beneficially owned for the Common Stock class. The filing explains an internal realignment effective 01/12/2026 that caused certain Vanguard subsidiaries to report holdings separately; Vanguard states it no longer is deemed to beneficially own those securities. The filing is signed on 03/27/2026.
OptimizeRx Corporation is a Nevada-based digital healthcare technology company that helps life sciences brands reach physicians and patients through AI-enabled marketing solutions. Its Dynamic Audience Activation Platform and Micro-Neighborhood Targeting tools support targeted healthcare provider and direct-to-consumer campaigns across multiple digital channels.
The company operates a large point-of-care network integrated with electronic health record and e-prescribing platforms, but faces risks from customer concentration, regulatory changes in healthcare advertising and data privacy, cybersecurity threats, and a $40,000 term loan obtained in 2023. Management emphasizes balancing growth and profitability and expanding recurring, subscription-like revenue.
OptimizeRx Corporation extended its term loan maturity by two years to October 11, 2029, and allowed share repurchases of up to $10 million through March 15, 2027, while keeping a 1% premium in place through October 11, 2027.
For 2025, revenue grew 19% to $109.4 million, with fourth quarter revenue steady at $32.2 million. Gross profit rose to $73.6 million, and the company moved from a prior-year loss to GAAP net income of $5.1 million. Adjusted EBITDA more than doubled to $24.3 million.
Cash and cash equivalents increased to $23.4 million as of December 31, 2025, supported by $18.7 million of operating cash flow. The board authorized a new $10 million share repurchase program effective March 12, 2026, and 2026 guidance calls for revenue of $109–$114 million and adjusted EBITDA of $21–$25 million.
OptimizeRx Corp’s Chief Legal & Admin Officer, Marion Odence-Ford, reported routine equity compensation activity. On February 11, 2026, 4,000 restricted stock units converted into 4,000 shares of common stock on a one-for-one basis.
To cover tax withholding obligations, 1,386 common shares were withheld by the company at $9.23 per share and treated as a disposition for reporting purposes. After these transactions, Odence-Ford directly beneficially owned 91,936 shares of OptimizeRx common stock.
OptimizeRx Corp's chief operating officer reported an insider stock transaction involving company common shares. On December 11, 2025, 712 shares of common stock were withheld by the company upon the vesting of restricted stock units to satisfy the officer's tax withholding obligations, at a price of $14.03 per share. This is treated under securities rules as a disposition even though it reflects tax withholding rather than an open-market sale.
After this transaction, the officer beneficially owned 26,496 shares of OptimizeRx common stock in direct form. The statement also notes that it should not be construed as an admission of beneficial ownership or that the filing was legally required.