OptimizeRx Corporation

11/10/2025 | Press release | Distributed by Public on 11/10/2025 08:55

Initial Statement of Beneficial Ownership (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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Merrell Brendan W.
2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2025
3. Issuer Name and Ticker or Trading Symbol
OptimizeRx Corp [OPRX]
(Last) (First) (Middle)
C/O OPTIMIZERX CORPORATION, 260 CHARLES STREET, SUITE 302
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 Original Filed (Month/Day/Year)
(Street)
WALTHAM, MA 02453
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Merrell Brendan W.
C/O OPTIMIZERX CORPORATION
260 CHARLES STREET, SUITE 302
WALTHAM, MA 02453
CHIEF OPERATING OFFICER

Signatures

/s/ Marion Odence-Ford, by Power of Attorney 11/07/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
OptimizeRx Corporation published this content on November 10, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR on November 10, 2025 at 14:55 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]