Odence-Ford Marion 4

What Happened

• Marion Odence-Ford, Chief Legal & Administrative Officer of OptimizeRx (OPRX), had 4,000 restricted stock units (RSUs) convert into common stock on February 11, 2026. The RSUs converted one-for-one into 4,000 shares.
• To satisfy tax withholding, the issuer withheld 1,386 of those shares at $9.23 per share, totaling $12,793. The net shares delivered to Odence-Ford after withholding were 2,614.
• This was a routine vesting/conversion and withholding transaction (not an open-market sale or purchase).

Key Details

• Transaction date: February 11, 2026; Form filed February 13, 2026 (appears timely).
• Conversion: 4,000 RSUs → 4,000 common shares (derivative conversion/exercise; code M).
• Withholding (treated as disposition under Section 16): 1,386 shares withheld at $9.23/share for taxes (code F), $12,793 total.
• Net shares retained: 2,614 (4,000 − 1,386).
• Footnotes: RSUs convert one-for-one; the withheld shares were retained by the issuer to cover tax obligations. The RSUs were part of a 20,000-RSU grant made February 11, 2021 that vests in five equal annual installments (this was one installment).
• Shares owned after transaction: not separately disclosed in this filing.
• Filing remark: the filer included a standard statement that the filing is not an admission of beneficial ownership.

Context

• This was a vesting of restricted stock units with employer withholding to cover tax liability — a common, administrative transaction often described as a cashless withholding. It should not be interpreted as a deliberate market sale by the insider.