OptimizeRx Corp SEC Filings

OptimizeRx director Patrick D. Spangler reported selling 11,120 shares of OptimizeRx Corp (OPRX) on 08/28/2025 at a weighted average price of $17.49 per share, with individual sale prices ranging from $17.47 to $18.43. After the reported disposition the filing shows the reporting person beneficially owned 44,215 shares, held directly. The Form 4 indicates the sale was executed in multiple transactions and the filer offers to provide detailed per-price allocation on request. The statement is limited to this single non-derivative sale and includes a standard reservation that the filer does not concede beneficial ownership for all purposes.

OptimizeRx Corporation (OPRX) notice reports a proposed sale under Rule 144 of 11,120 shares of common stock, with an aggregate market value of $198,000. The filing identifies the broker as Merrill, 80 South 8th Street, Minneapolis, MN, and lists the approximate date of sale as 08/28/2025 on Nasdaq. The shares were acquired through a series of restricted stock awards from OptimizeRx between March 31, 2019 and March 31, 2020, with vesting/payment dates shown in 2019–2020. The filer states there were no securities sold in the past three months and certifies no undisclosed material adverse information is known.

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.

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.

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.

OptimizeRx Chief Commercial Officer Theresa Greco reported awards on Form 4 consisting of 15,625 restricted stock units and a stock option for 35,156 shares granted on 08/21/2025. The restricted stock units are a contingent right to receive common stock and will vest in three equal annual installments beginning on August 21, 2026. The stock option has an exercise price of $16.14, vests in three equal annual installments beginning August 21, 2026, is exercisable from 08/21/2026, and expires on 08/21/2030. Following the grant, Ms. Greco beneficially owns 75,981 shares of common stock and 35,156 option shares exercisable.

OptimizeRx insider grant summary: Chief Product & Tech Officer Doug Besch received equity awards on 08/21/2025. The Form 4 reports a grant of 15,625 restricted stock units (RSUs) that vest in three equal annual installments beginning 08/21/2026. The filing also reports a stock option for 35,156 shares with an exercise price of $16.14, vesting in three equal annual installments beginning 08/21/2026 and expiring 08/21/2030. Following the reported transactions, the filing shows 67,230 shares of common stock beneficially owned and 35,156 underlying shares from the option.

OptimizeRx Corporation amended an employment letter to formalize terms for Brendan Merrell in an executive operations role. His package makes him eligible for an annual target bonus equal to 40% of base salary (pro-rated in his first year), participation in the companys annual equity grant program and broad employee benefit plans, including flexible paid time off. If terminated without cause and after signing a release, he is entitled to severance equal to six (6) months of base salary plus continuation of medical, dental, and vision benefits under COBRA for six months. The amendment restates standard executive protections and typical equity and bonus participation for similarly situated executives.

OptimizeRx Corporation (OPRX) reported stronger quarterly results driven by growth in DTC and DAAP offerings. Net revenue rose 55% year-over-year to $29,195 (in thousands) for the three months ended June 30, 2025 and increased 33% to $51,123 for the six months ended June 30, 2025, reflecting higher direct-to-consumer and AI-driven audience activation sales. Gross margin improved to 63.8% for the quarter as cost-of-revenue as a percentage of sales declined to ~36% due to solution and channel mix.

The company delivered GAAP net income of $1,532 for Q2 2025 versus a loss of $4,008 in Q2 2024, produced $8,425 of operating cash flow in the six months, and reduced long-term debt net to $25,127 with a Term Loan outstanding of $29,290. Management remains covenant-compliant but carries significant Term Loan interest (13.1% rate reported) and future principal due in 2027. A previously identified material weakness in controls over third-party data is being remediated.