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OptimizeRx Corp

For the period ended Jun 11, 2025. Filed Apr 30, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2025 · Filed Apr 30, 2025

OPRX$8.76+1.0%Stored close · as of Nov 6, 2026
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APPENDIX

Appendix A

NON-GAAP FINANCIAL MEASURES

This proxy statement includes certain references to Adjusted EBITDA (as reported) and Adjusted EBITDA (for cash bonus calculation), which are financial measures not derived in accordance with generally accepted accounting principles (GAAP). There is not a difference in the methodology of how these non-GAAP financial measures are calculated. The difference is the timing of the calculation. Adjusted EBITDA (for cash bonus calculation) was calculated early in the first quarter of 2025 when the Company had not yet finalized the audit of its financial statements for 2024. Adjusted EBITDA (as reported) was calculated later in the quarter upon completion of the Company’s audit. See “Executive Compensation — Annual Cash Compensation — Annual Incentive Awards.”

These non-GAAP financial measures are measures of performance not defined by accounting principles generally accepted in the United States and should be considered in addition to, not in lieu of, GAAP reported measures. Additionally, these non-GAAP measures may not be comparable to similarly titled measures reported by other companies. However, management believes that presenting certain non-GAAP financial measures provides additional information to facilitate comparison of the Company’s historical operating results and trends in its underlying operating results and provides transparency on how the Company evaluates its business. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. Management believes that financial information excluding certain items that are not considered to reflect the Company’s ongoing operating results, such as those listed below, improves the comparability of year-to-year results. Consequently, management believes that investors may be able to better understand the Company’s operating results excluding these items. Non-GAAP financial measures may reflect adjustments for items such as asset impairment charges, amortization, stock-based compensation, acquisition expenses, severance, deferred income taxes, as well as other items that management believes are not related to the Company’s ongoing performance.

For the Twelve Months Ended December 31, 2024

($ in thousands)

Net loss(20,110)
Depreciation and amortization4,329
Stock-based compensation11,467
Asset impairment charges7,489
Loss on disposal of business—
Severance charges1,908
Acquisition expense243
Other income(152)
Interest expense (income), net5,831
Income tax expense (benefit)725
Adjusted EBITDA (as reported)11,730
Cash operating expense difference between as reported and cash bonus calculation33
Acquisition expense difference between as reported and cash bonus calculation(3)
Adjusted EBITDA (for cash bonus calculation)11,760

OPTIMIZERX CORPORATION 260 CHARLES STREET, SUITE 302 WALTHAM, MA 02453 SCAN TO VIEW MATERIALS & VOTE Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on June 10, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/OPRX2025 You may attend the Annual Meeting via live webcast and vote when prompted during the meeting. Have the information that is printed on this proxy card in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on June 10, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V74873-TBD KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY OPTIMIZERX CORPORATION The OptimizeRx Board of Directors recommends you vote “FOR ALL” of the Board’s nominees listed below in Proposal 1 and “FOR” Proposals 2 and 3. 1. Election of the five nominees listed below as directors to serve on the OptimizeRx’s Board of Directors until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Nominees: 01) Lynn O’Connor Vos 02) Catherine Klema 03) James Lang 04) Patrick Spangler 05) Gregory D. Wasson 2. Advisory (non-binding) approval of the compensation of our named executive officers. 3. Ratification of UHY LLP as OptimizeRx’s independent registered public accounting firm for the 2025 fiscal year. For Against Abstain For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. NOTE: To transact such other business as may be properly brought before the Annual Meeting any adjournment or postponement thereof and any meeting which may be called in lieu thereof Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V74874-TBD OPTIMIZERX CORPORATION 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2025, AT 10:00 AM EDT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned stockholder(s) of OptimizeRx Corporation, a Nevada corporation (“OptimizeRx”), hereby appoint(s) Marion Odence-Ford and Edward Stelmakh, or either of them, acting individually or in the absence of others, each with the full power to appoint his/her substitute, as the true and lawful attorneys, agents, and proxies of the undersigned, to represent and to vote, as designated on the reverse side of this proxy, all of the shares of Common Stock, par value $0.001 per share (the “Common Stock”), of OptimizeRx that the stockholder(s) is/are entitled to vote, and with all powers that the undersigned would have if present at OptimizeRx’s 2025 Annual Meeting of Stockholders to be held virtually at 10:00 AM, Eastern Daylight Time, on June 11, 2025, and any adjournment or postponement thereof and any meeting which may be called in lieu thereof. The undersigned hereby revokes any other proxy or proxies previously given to vote or act with respect to the Common Stock held by the undersigned, and hereby ratifies and confirms all actions the herein named attorneys, agents, and proxies, their substitutes, or any of them may lawfully take by virtue hereof. THE SHARES REPRESENTED BY THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE. IF NO SUCH DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR ALL” NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2 AND, 3, AND, TO THE EXTENT AUTHORIZED UNDER RULE 14A-4(C) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, IN THE DISCRETION OF THE PROXIES NAMED HEREIN OR THEIR SUBSTITUTES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF AND ANY MEETING WHICH MAY BE CALLED IN LIEU THEREOF. IMPORTANT PLEASE MARK, SIGN, DATE, AND RETURN YOUR PROXY CARD PROMPTLY. (Continued and to be signed and dated on reverse side)

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