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  4. [Form 3] OptimizeRx Corp Initial Statement of Beneficial Ownership

OPRX COO files Form 3 with 17,274 shares and option grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

OptimizeRx (OPRX) filed an initial statement of beneficial ownership for its Chief Operating Officer as of 08/21/2025. The reporting person beneficially owns 17,274 shares of common stock, including 10,900 shares underlying unvested RSUs that vest in scheduled installments beginning on 12/11/2025.

Derivative holdings include stock options for 9,764 shares at $15.04 expiring 10/03/2027, 2,946 shares at $12.73 expiring 12/19/2028, 13,723 shares at $4.94 expiring 12/11/2029, and 23,437 shares at $16.14 expiring 08/21/2030. Each option vests in three equal annual installments starting on the first anniversary of its grant date.

Positive

  • None.

Negative

  • None.
Insider Merrell Brendan W.
Role CHIEF OPERATING OFFICER
Type Security Shares Price Value
holding Stock Option -- -- --
holding Stock Option -- -- --
holding Stock Option -- -- --
holding Stock Option -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 9,764 shares (Direct); Common Stock — 17,274 shares (Direct)
Footnotes (1)
  1. Includes 10,900 shares of common stock underlying unvested restricted stock units ("RSUs") granted under OPRX's equity incentive plans. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of OPRX common stock. The RSUs vest as follows: (i) 1,663 RSUs which represent the 3rd installment of Mr. Merell's October 3, 2022 grant; (ii) 1,964 RSUs which represent the 2nd and 3rd installments of Mr. Merrell's December 19, 2023 grant; and (iii) 7,273 RSUs which will vest in 3 equal annual installments beginning on December 11, 2025, which is the 1st anniversary of the grant date. The stock option vests in three equal annual installments beginning October 3, 2023, the first anniversary of the grant date. The stock option vests in three equal annual installments beginning December 19, 2024, the first anniversary of the grant date. The stock option vests in three equal annual installments beginning December 11, 2025, the first anniversary of the grant date. The stock option vests in three equal annual installments beginning August 21, 2026, the first anniversary of the grant date.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Merrell Brendan W.
(Last) (First) (Middle)
C/O OPTIMIZERX CORPORATION
260 CHARLES STREET, SUITE 302
(Street)
WALTHAM MA 02453
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2025 		3. Issuer Name and Ticker or Trading Symbol
OptimizeRx Corp [ OPRX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF OPERATING OFFICER
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 17,274(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (2) 10/03/2027 Common Stock 9,764 $15.04 D
Stock Option (3) 12/19/2028 Common Stock 2,946 $12.73 D
Stock Option (4) 12/11/2029 Common Stock 13,723 $4.94 D
Stock Option (5) 08/21/2030 Common Stock 23,437 $16.14 D
Explanation of Responses:
1. Includes 10,900 shares of common stock underlying unvested restricted stock units ("RSUs") granted under OPRX's equity incentive plans. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of OPRX common stock. The RSUs vest as follows: (i) 1,663 RSUs which represent the 3rd installment of Mr. Merell's October 3, 2022 grant; (ii) 1,964 RSUs which represent the 2nd and 3rd installments of Mr. Merrell's December 19, 2023 grant; and (iii) 7,273 RSUs which will vest in 3 equal annual installments beginning on December 11, 2025, which is the 1st anniversary of the grant date.
2. The stock option vests in three equal annual installments beginning October 3, 2023, the first anniversary of the grant date.
3. The stock option vests in three equal annual installments beginning December 19, 2024, the first anniversary of the grant date.
4. The stock option vests in three equal annual installments beginning December 11, 2025, the first anniversary of the grant date.
5. 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 11/07/2025
** 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 5 (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.

Source: View Original Filing on SEC EDGAR

FAQ

What did OptimizeRx (OPRX) disclose in this Form 3?

An initial statement of beneficial ownership by the Chief Operating Officer, including common stock, RSUs, and stock options.

How many OPRX common shares are beneficially owned?

17,274 shares of common stock are beneficially owned.

How many RSUs are included in the reported ownership for OPRX?

The filing includes 10,900 shares underlying unvested RSUs, vesting in installments beginning 12/11/2025.

What stock option grants are reported for OPRX?

Options for 9,764 shares at $15.04 (exp. 10/03/2027), 2,946 at $12.73 (exp. 12/19/2028), 13,723 at $4.94 (exp. 12/11/2029), and 23,437 at $16.14 (exp. 08/21/2030), each vesting over three years.

What is the date of the event requiring this ownership statement for OPRX?

The event date is 08/21/2025.

What is the reporting person’s role at OptimizeRx (OPRX)?

The reporting person is the Chief Operating Officer.