OptimizeRx Corp SEC Filings

OptimizeRx Corp (OPRX) reported insider activity on Form 4 for its Chief Business Officer. The filing shows issuer tax withholdings (Transaction Code F) related to equity compensation. On 10/01/2025, 414 shares of common stock were withheld at $18.98. On 10/03/2025, 794 shares were withheld at $18.75. Following these transactions, the reporting person held 46,306 shares directly. The explanation states the shares were withheld by the issuer to satisfy tax obligations and are treated as dispositions under Section 16.

OptimizeRx (OPRX) reported stronger Q3 2025 results. Net revenue reached $26.067 million, up 22% year over year, as DTC and DAAP sales expanded. Gross margin improved to 67.2% from 63.1%, lifting operating income to $2.05 million versus an $8.56 million loss a year ago. Net income was $0.779 million ($0.04 diluted EPS).

For the first nine months, revenue rose 29% to $77.190 million and net income was $0.112 million, a turnaround from a $20.032 million loss in 2024. Interest expense declined alongside a lower average Term Loan balance. Operating cash flow increased to $11.627 million, and cash stood at $19.519 million.

Balance sheet health improved: total liabilities fell to $48.058 million and stockholders’ equity rose to $122.263 million. The Term Loan balance was $28.790 million at September 30, 2025, with a subsequent $2.0 million repayment on October 29 reducing it to $26.790 million. The company highlighted a 120% net revenue retention and continued margin benefits from solution and channel mix.

Common shares outstanding were 18,640,652 as of October 24, 2025.

OptimizeRx Corporation reported that it furnished a press release announcing financial results for the third quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and is incorporated by reference.

The company stated that the information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, under the Exchange Act and therefore is not subject to Section 18 liabilities, nor incorporated into Securities Act or Exchange Act filings unless specifically referenced.

OptimizeRx’s common stock trades on the Nasdaq Capital Market under the symbol OPRX.

OptimizeRx Corp (OPRX) reported an insider transaction on a Form 4 by its Chief Commercial Officer. On 11/01/2025, 1,693 shares of common stock were withheld by the company to cover taxes due upon the vesting of restricted stock units, a transaction reported with code F at a price of $20.49.

Following this tax withholding event, the reporting person beneficially owns 74,288 shares, held directly. The filing notes that such tax withholding is treated as a disposition under Section 16.

OptimizeRx (OPRX) insider Marion K. Odence-Ford reported stock-based compensation vesting and related share withholding. On 10/03/2025 6,649 restricted stock units (RSUs) vested and converted one-for-one into common shares at a reported conversion price of $0, increasing beneficial ownership before withholding to 92,550 shares. The company withheld 1,952 shares to satisfy tax obligations, a disposition treated as a sale at $18.75, leaving 90,598 shares beneficially owned after the transactions. The RSUs vest in three equal annual installments beginning 10/03/2023, and the reporting person is identified as the company’s Chief Legal & Admin Officer and an officer/direct holder.

OptimizeRx Corp (OPRX) insider transaction on 10/03/2025: Chief Executive Officer Stephen L. Silvestro had 6,649 restricted stock units vest and convert one-for-one into common stock, increasing his beneficial holdings to 190,536 shares. To satisfy tax withholding obligations, 1,620 shares were withheld and treated as a disposition at a price of $18.75, leaving 188,916 shares beneficially owned. The filing notes the RSUs vest in three equal annual installments beginning 10/03/2023. The reported transactions were certified on 10/07/2025.

OptimizeRx Corp Chief Finance & Strat Officer Edward Stelmakh reported the vesting and settlement of restricted stock units into 16,623 shares of common stock on October 3, 2025. The units convert into common stock on a one-for-one basis and vest in three equal annual installments beginning October 3, 2023.

On the same date, 4,406 shares of common stock were disposed of at $18.75 per share in a tax-withholding transaction classified as a disposition under Section 16. After these transactions, Stelmakh directly holds 122,981 shares of OptimizeRx common stock.

OptimizeRx Corp (OPRX) reporting person Doug Besch had 3,325 restricted stock units vest on 10/03/2025, which converted one‑for‑one into 3,325 shares of common stock at a zero exercise price. Following the vesting, the reporting person beneficially owned 70,555 shares. The issuer withheld 983 shares to satisfy tax withholding obligations at a price of $18.75, treated as a disposition for Section 16 purposes, leaving 69,572 shares shown as directly owned after that disposition. The RSUs vest in three equal annual installments beginning 10/03/2023. The filing was signed by power of attorney on 10/07/2025.

OptimizeRx Corp (OPRX) reported that Andrew J. D'Silva, the company's Chief Business Officer and a director, received equity awards on 08/21/2025. He was granted 10,417 restricted stock units (RSUs) that represent a contingent right to receive common stock and 23,437 stock options with an exercise price of $16.14. After these grants, Mr. D'Silva beneficially owns 47,514 shares23,437 option-related shares exercisable into common stock.

The RSUs and the stock option award both vest in three equal annual installments beginning on 08/21/2026, the first anniversary of the grant, with the option expiring on 08/21/2030. The filing is a Form 4 reporting the grant; it includes a customary remark clarifying that the filing is not an admission of beneficial ownership for Section 16 purposes.