Optimizerx Corp SEC Filings

OptimizeRx Corp Chief Executive Officer Stephen L. Silvestro reported a tax-related share disposition tied to vesting equity awards. On this Form 4, 5,219 shares of common stock were withheld by the company on May 15, 2026 at a value of $5.21 per share to cover his tax withholding obligations upon vesting of restricted stock units. The filing notes this withholding is treated as a disposition under Section 16 rules, but it is not an open-market sale. After the transaction, Silvestro directly owned 185,288 shares of OptimizeRx common stock, so the withheld amount represents a small portion of his overall reported holdings.

OptimizeRx reported a smaller quarterly loss as it improved margins despite lower revenue. Net revenue for the three months ended March 31, 2026 was $19,844, down 10% from $21,928 a year earlier, mainly due to the wind-down of a low-margin managed service program and reduced spend from a major customer.

Expenses fell 19% to $19,448, driven by a sharp drop in cost of revenues to $4,912, or about 25% of revenue, versus $8,584 previously. Income from operations was $396 compared with a loss of $2,102, and net loss narrowed to $495 from $2,199.

Cash and cash equivalents were $20,169 and working capital was $45,706 as of March 31, 2026. Long-term debt totaled $23,598 under a term loan bearing 12.4% interest, which the company refinanced on May 7, 2026 with a new $25,000 term loan and a $10,000 revolving facility at SOFR plus 1.75–2.5%. There were 18,765,075 common shares outstanding as of April 29, 2026. Management continues to work on remediating a remaining material weakness related to controls over data from one third-party service organization.

OptimizeRx Corporation reported mixed but improving first-quarter 2026 results and refinanced its debt on more favorable terms. Q1 2026 revenue was $19.8 million, down 10% from $21.9 million a year earlier, but the GAAP net loss narrowed to $0.5 million from $2.2 million. Non-GAAP net income rose to $2.7 million and adjusted EBITDA more than doubled to $3.3 million.

The company updated its 2026 outlook to revenue of $95–$100 million and maintained adjusted EBITDA guidance of $21–$25 million. It ended March 31, 2026 with $20.2 million in cash and $23.6 million of debt. After quarter-end, OptimizeRx closed a new $35 million senior secured facility with Fifth Third Bank, replacing its prior term loan, lowering its interest rate by 625 basis points and targeting about $1.5 million in annual interest savings, alongside efficiency initiatives expected to deliver $3 million in annualized cost savings.

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.