OptimizeRx Corp

Security Ownership of Management

Set forth below is certain information with respect to the beneficial ownership of our Common Stock as of the record date, held by each of our directors, each of our director nominees, each of our named executive officers, and by all of our current directors and executive officers as a group. As of the record date, 18,765,075 shares of our Common Stock were outstanding. Unless otherwise indicated, each person or member of the group listed has sole voting and investment power with respect to the shares of Common Stock listed. The address of each person named in this table is c/o OptimizeRx Corporation, 260 Charles Street, Suite 302, Waltham, MA 02453.

• Denotes less than 1%.

​(1)The securities “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the SEC and, accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of such person as well as other securities as to which the person has or shares voting or investment power. The same shares may be beneficially owned by more than one person. Shares of Common Stock currently issuable or issuable within 60 days of the record date upon the exercise of options or vesting of restricted stock units are deemed to be outstanding in computing the beneficial ownership and percentage of beneficial ownership of the person holding such securities, but they are not deemed to be outstanding in computing the percentage of beneficial ownership of any other person. Beneficial ownership does not include stock options and restricted stock units which have not vested as of, and will not vest within 60 days of, the record date. Beneficial ownership may be disclaimed as to certain of the securities.

​(2)Includes shares that could be acquired upon the exercise of stock options that are currently exercisable or exercisable within 60 days of the record date, as follows: 89,786 shares for Mr. Silvestro; 159,216 shares for Mr. Stelmakh; 33,555 shares for Ms. Greco, and 515,551 shares for all current directors and executive officers as a group.

​(3)Includes shares that could be acquired upon the vesting of restricted stock units that will vest within 60 days of the record date, as follows: 9,868 shares for each of Ms. Klema, Ms. Vos, Mr. Lang, Mr. Spangler, and Mr. Wasson; 15,649 shares for Mr. Silvestro; 4,788 shares for Ms. Greco, and 69,777 shares for all current directors and executive officers as a group.

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of the record date, information regarding persons or entities that, to the best of our knowledge, are beneficial owners of more than 5% of our outstanding Common Stock.

​(1)Based on 18,493,447 shares of the Company’s Common Stock outstanding as of the record date.

​(2)Information is based solely on an Amendment to a Schedule 13D filed with the SEC on April 21, 2025 by Whetstone Capital Advisors, LLC (“Whetstone”) and David Atterbury (“Mr. Atterbury”). Whetstone and Mr. Atterbury reported that, as of April 18, 2025, they had shared voting and dispositive power with respect to 1,508,303 shares of our Common Stock and sole voting and dispositive power with respect to 0 shares of our Common Stock. Whetstone may be deemed to be the beneficial owner of these shares because it acts as an investment adviser to certain private investment funds which hold Common Stock of the Company. Mr. Atterbury may also be deemed to be the beneficial owner of these shares because he controls Whetstone in his position as manager of Whetstone.

​(3)Information based, in part, on a Schedule 13G filed with the SEC on November 28, 2023 by Michael Weintraub and, in part, on Company records. Mr. Weintraub reported that he beneficially owned 1,384,467 shares of the Company’s Common Stock (the “Weintraub Shares”). On or about November 29, 2023, Mr. Weintraub gifted the Weintraub Shares to The Weintraub Family Revocable Trust. Mr. Weintraub and his spouse serve as co-trustees to the family trust and share voting and voting and dispositive power with respect to the Weintraub Shares.

​(4)Information is based solely on a Schedule 13G/A filed with the SEC on January 29, 2024 by BlackRock, Inc. (“BlackRock”) on behalf of BlackRock and its subsidiaries. BlackRock reported that, as of December 31, 2023, it had sole voting power with respect to 1,125,783 shares of our Common Stock, sole dispositive power with respect to 1,134,954 shares of our Common Stock, and shared voting and dispositive power with respect to 0 shares of our Common Stock.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act and the regulations promulgated thereunder require our executive officers, directors and persons who beneficially own more than 10% of our Common Stock to file forms with the SEC to report their ownership of the Company’s shares and any changes in ownership. We have reviewed all forms filed electronically with the SEC during, and with respect to, fiscal 2025, and the period through the date hereof. Based on that review and written information given to us by all of our directors and executive officers, we believe that all of our directors, executive officers and holders of more than 10% of our stock filed on a timely basis all reports that they were required to file under Section 16(a) during fiscal 2025, other than as previously disclosed or as follows: one late Form 3 for each of Mr. D’Silva, Mr. Merrell, and Ms. Varghese Presti; two late Forms 4 covering a total of four transactions for Mr. D’Silva; one late Form 4 covering one transaction for each of Mr. Lang, Mr. Spangler, Mr. Besch, Ms. Odence-Ford, Mr. Silvestro and Mr. Stelmakh; and one late Form 4 covering a total of three transactions for Mr. Merrell.

PROPOSAL NO. 3

APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR AWARDS BY 1,000,000 SHARES

We are seeking the approval of our shareholders for two separate amendments to our 2021 Equity Plan. This Proposal No. 3 relates to an amendment to the 2021 Equity Plan to increase the aggregate number of shares of Common Stock available for awards under the 2021 Equity Plan (the “2021 Equity Plan Share Increase Amendment”). Proposal No. 4, which follows, relates to an amendment to the 2021 Equity Plan to adopt an evergreen provision providing for an automatic annual increase in the shares of Common Stock available for issuance under the 2021 Equity Plan over a period of five years. Each of Proposal No. 3 and Proposal No. 4 will be voted on separately, and the approval of either Proposal is not contingent upon the approval of the other. This Proposal No. 3 addresses the 2021 Equity Plan Share Increase Amendment. Our Board has approved the 2021 Equity Plan Share Increase Amendment and unanimously recommends its approval by our shareholders.

The OptimizeRx 2021 Equity Incentive Plan was initially approved by the Board in May 2021 and our shareholders in June 2021. The 2021 Equity Plan, as adopted, reserved an aggregate of 2,500,000 shares of Common Stock for issuance thereunder. Amendment No. 1 to the 2021 Equity Plan was approved by our Board in April 2024 and our shareholders in June 2024 to increase the number of shares authorized for issuance thereunder by 1,950,000 shares of Common Stock. In April 2026, our Board approved, subject to shareholder approval, an amendment to the 2021 Equity Plan to increase the number of shares authorized for issuance thereunder by 1,000,000 shares of Common Stock. The 2021 Equity Plan Share Increase Amendment is attached hereto as Appendix B.

A summary of the 2021 Equity Plan, as proposed to be amended, is set forth below. This summary is qualified in its entirety by the full text of (i) the 2021 Equity Plan and Amendment No. 1 thereto, each of which is included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025; and (ii) the 2021 Equity Plan Share Increase Amendment, which is attached hereto as Appendix B.

Reasons for the Proposed Amendment

The Board recommends that shareholders vote “FOR” the adoption of the 2021 Equity Plan Share Increase Amendment to increase the number of authorized shares. In making such recommendation, the Board considered a number of factors, including the following:

• Equity-based compensation awards are a critical element of our overall compensation program. We believe that our long-term incentive compensation program aligns the interests of management, employees, and the shareholders to create long-term shareholder value. The 2021 Equity Plan Share Increase Amendment will allow us to continue to attract, motivate, and retain our officers, key employees, non-employee directors, and consultants.

• Our Board has determined that there are not sufficient shares of Common Stock available under the 2021 Equity Plan to support the Company’s intended compensation programs over the next year, including the phase-in of performance-based equity awards as discussed in “Executive Compensation — Say-on-Pay.”

• If the amendment to the 2021 Equity Plan is not approved, we may be compelled to increase significantly the cash component of our employee and director compensation, which approach may not necessarily align employee and director compensation interests with the investment interests of our shareholders. Replacing equity awards with cash also would increase cash compensation expense and use cash that could be better utilized.

• We believe that the additional 1,000,000 shares will provide sufficient authorized shares available under the 2021 Equity Plan for the grant of awards for approximately one year.

• As discussed further below under “Determination of Shares Available Under the Plan”, the Compensation Committee and the Board believe that the increase in the number of shares of Common Stock available under the 2021 Equity Plan represents a reasonable amount of potential equity dilution, which will allow us to continue awarding equity incentives for approximately a one year period, an essential component of our overall compensation program.

Shareholders are asked to approve the 2021 Equity Plan Share Increase Amendment to satisfy Nasdaq requirements relating to shareholder approval of equity compensation and to qualify certain stock options authorized under the 2021 Equity Plan for treatment as incentive stock options under Section 422 of the Internal Revenue Code.

Text of the 2021 Equity Plan Share Increase Amendment

The proposed 2021 Equity Plan Share Increase Amendment is attached hereto as Appendix B. The proposed 2021 Equity Plan Share Increase Amendment increases the 4,450,000 shares reserved for issuance of awards under the 2021 Equity Plan to 5,450,000 shares.

As of April 10, 2026, there were only 531,694 shares of Common Stock available for issuance under the 2021 Equity Plan. We do not believe that the number of awards remaining available for grant under the 2021 Equity Plan is sufficient to enable us to retain and recruit employees, officers, non-employee directors and other individual service providers, and aligning and increasing their interests in our success. We estimate that with the 2021 Equity Plan Share Increase Amendment, we will have a sufficient number of shares of Common Stock to cover issuances under the 2021 Equity Plan for approximately one year.

In the event that our shareholders do not approve this proposal, the 2021 Equity Plan Share Increase Amendment will not become effective and awards will continue to be made under the 2021 Equity Plan to the limited extent that there are available shares of our Common Stock to do so.

Summary of the 2021 Equity Plan

The following is a summary of certain material features of the 2021 Equity Plan, which remain unchanged from those in effect prior to the 2021 Equity Plan Share Increase Amendment, since the only change to the 2021 Equity Plan as proposed to be amended by the 2021 Equity Plan Share Increase Amendment is the increase in the shares available for issuance under the 2021 Equity Plan.

Purpose

The purpose of the 2021 Equity Plan is to provide directors, officers, employees and consultants of the Company or an affiliate of the Company an equity-based incentive to maintain and enhance the performance and profitability of the Company.

Administration

The Board has appointed the Compensation Committee of the Board to administer the 2021 Equity Plan. Under the 2021 Equity Plan, the Compensation Committee has the power to interpret the 2021 Equity Plan’s terms and provisions. All determinations by the Compensation Committee or any appropriately delegated officer will be final, binding and conclusive on all persons, including the Company and participants. The Compensation Committee has absolute authority to determine the persons to receive awards, the form, amount and timing of such awards, the terms and provisions of such awards and the award agreements evidencing such awards.

The Compensation Committee may delegate to one or more officers of the Company the authority to grant awards to designated classes of eligible individuals, within limits specifically prescribed by the Compensation Committee; provided that no such officer will have the authority to grant awards to himself or herself or to any person then subject to Section 16 of the Exchange Act.

Determination of Shares to be Available for Issuance

In order to determine the additional number of shares to request to be added to the pool of shares available for future grant pursuant to the 2021 Equity Plan, the Compensation Committee consulted Pearl Meyer, its independent compensation consultant. Pearl Meyer performed a dilution analysis and examined a number of factors, including the Company’s burn rate. The Compensation Committee and the Board considered Pearl Meyer’s analysis and advice in reaching its decision to request that the 2021 Equity Plan be amended to increase the number of shares authorized for issuance thereunder by 1,000,000 shares of Common Stock.

Dilution Analysis. As of April 10, 2026, our capital structure consisted of 18,765,075 shares of Common Stock outstanding and no shares of preferred stock. The table below shows our potential dilution (referred to as “overhang”) levels based on our Common Stock outstanding, equity awards outstanding and our request for 1,000,000 additional shares to be available for awards pursuant to the 2021 Equity Plan. The 1,000,000 shares represent 5.3% of our outstanding shares as of April 10, 2026. The Board believes that the 1,000,000 shares requested represents a reasonable amount of potential equity dilution, which will allow us to continue awarding equity awards, an important component of our compensation program.

​(1)For outstanding stock options, the weighted average exercise price is $16.15 and the weighted average remaining term is 3.11 years.

Burn Rate. The following table sets forth information regarding the awards granted, the burn rate for each of the last five years and the average burn rate over the last five years. The burn rate has been calculated as the quotient of (i) the sum of (x) all stock options granted in such year; and (y) restricted stock units granted in such year, divided by (ii) the weighted average number of shares of Common Stock outstanding for each such year.

BURN RATE

The Company currently expects that the 1,000,000 additional shares requested will be sufficient to fund the Company’s equity needs for approximately one year.

Shares

The 2021 Equity Plan currently reserves an aggregate of 4,450,000 shares of our Common Stock for the issuance of awards under the 2021 Equity Plan (all of which may be granted as ISOs). The proposed 2021 Plan Amendment increases the 4,450,000 shares reserved for issuance of awards under the 2021 Equity Plan to 5,450,000 shares (all of which may be granted as ISOs). The maximum number of shares that may be issued under the 2021 Equity Plan is subject to adjustment, as described below. Shares issued under the 2021 Equity Plan may be authorized but unissued shares of Common Stock or reacquired shares of Common Stock, including shares purchased by the Company on the open market for purposes of the 2021 Equity Plan.

If an award is forfeited, terminates, expires or lapses instead of being exercised, or any award is settled for cash, the shares underlying such forfeited, terminated, expired or lapsed award will return to the pool of shares available for issuance under the 2021 Equity Plan. Shares tendered by a participant or withheld by the Company in payment of the purchase price of a stock option or SAR or to pay taxes may not be added back to the available pool of shares authorized under the 2021 Equity Plan, nor may shares purchased using option proceeds or not issued upon settlement of a SAR.

Non-Employee Director Compensation Limit

The 2021 Equity Plan provides that the value of all awards awarded under the 2021 Equity Plan and all other cash and non-cash compensation paid by the Company or any affiliate to any non-employee director in any calendar year may not exceed $750,000, with a $1,000,000 limit as to any new non-employee director for the calendar year in which the non-employee director is first elected or appointed to the Board.

For purposes of the non-employee director limits, the value of any award will be valued based on the grant date fair value as determined by the Company for financial statement purposes and all other non-cash compensation will be valued at fair market value as reasonably determined by the Compensation Committee.

Vesting Restrictions

Awards granted under the 2021 Equity Plan will not vest over a period of less than one year from the date of grant. The Compensation Committee may provide for accelerated vesting without regard to the minimum vesting period in connection with a participant’s death or disability, in the event of a change in control or an involuntary termination on or following a change in control. Up to 5% of the shares reserved for issuance under the 2021 Equity Plan (subject to adjustment as described below) may be granted under awards that are not subject to these vesting restrictions. In addition, this minimum vesting provision will not apply to awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of shareholders.

Eligibility

Generally, all directors, officers, employees and consultants of our Company and affiliates are eligible to receive awards under the 2021 Equity Plan. As of the date hereof, it is anticipated that approximately 138 persons are eligible to receive awards under the 2021 Equity Plan.

Types of Awards

The following types of awards may be granted under the 2021 Equity Plan:

• options (both ISOs and non-qualified options);

• stock appreciation rights (“SARs”);

• restricted stock;

• restricted stock units (“RSUs”);

• performance awards; and

• other stock-based award.

Options. Options granted under the 2021 Equity Plan may be ISOs (qualifying for favorable income tax treatment under Section 422 of the Code) or non-qualified stock options. A description of the tax treatment of stock options appears below under the heading “Federal Income Tax Information.”

The Compensation Committee will determine the exercise price at which shares underlying a stock option may be purchased. The exercise price for options granted under the 2021 Equity Plan must be equal to at least 100% (or 110% in the case of certain ISOs) of the fair market value (as defined the 2021 Equity Plan) of our Common Stock as of the date of the grant of the option. The exercise price of a stock option may be paid pursuant to one or more of the following methods, as determined by the Compensation Committee and set forth in the award agreement: cash, check, by delivering shares of Common Stock owned by the participant (or attesting to ownership of such shares) or by permitting OptimizeRx to withhold shares of Common Stock for which the stock option is exercisable.

Stock options granted under the 2021 Equity Plan are exercisable as determined by the Compensation Committee and specified in the applicable award agreement. In no event will a stock option be exercisable after ten years (or 5 years in the case of certain ISOs) from the date of grant. The 2021 Equity Plan also contains an automatic exercise provision which provides that immediately before its expiration, an option will be deemed automatically exercised if certain conditions set forth in the 2021 Equity Plan are satisfied, including the option being in-the money. A participant may not receive dividends or dividend equivalents with respect to stock options. No option will be transferable otherwise than by will or the laws of descent and distribution. The Compensation Committee may permit an option to be transferred by a participant to a family member (as defined in the 2021 Equity Plan), subject to restrictions set forth in the 2021 Equity Plan.

SARs. SARs issued under the 2021 Equity Plan may be “Tandem SARs,” which are granted in conjunction with a stock option, or “Free-Standing SARs,” which are not granted in conjunction with a stock option. A SAR is a right to receive a payment in cash, shares of Common Stock or a combination of cash and shares of Common Stock, in an amount equal to the product of (i) the excess of the fair market value of one share as of the exercise date over the exercise price of the applicable SAR, multiplied by (ii) the number of shares in respect of which the SAR has been exercised. The exercise price per share may not be less than the fair market value of a share of Common Stock on the date the SAR is granted. SARs are exercisable as determined by the Compensation Committee and specified in the applicable award agreement. No SAR will be exercisable later than ten years after the date it is granted. A participant may not receive dividends or dividend equivalents with respect to SARs.

No free-standing SAR will be transferable otherwise than by will or the laws of descent and distribution. The Compensation Committee may permit a free-standing SAR to be transferred by a participant to a family member (as defined in the 2021 Equity Plan), subject to restrictions set forth in the 2021 Equity Plan. A Tandem SAR will be transferable only with the related stock option.

Restricted Stock and RSUs. Each award of restricted stock or RSUs will be subject to such terms and conditions consistent with the 2021 Equity Plan as determined by the Compensation Committee and as set forth in the applicable award agreement. Restricted shares granted under the 2021 Equity Plan are, for a period of time determined by the Compensation Committee, subject to forfeiture if certain conditions established by the Compensation Committee, including performance goals set by the Compensation Committee, are not met. An RSU is an award denominated in shares that will be settled, subject to the terms and conditions of the RSUs, in an amount in cash, shares, or both. The Compensation Committee will establish the terms and conditions upon which the restrictions on those shares or units will lapse.

Participants holding restricted shares may have such rights with respect to such shares as may be determined by the Compensation Committee and set forth in the applicable award agreement, including the right to vote such shares. Participants holding RSUs do not possess any voting rights with respect to those units. The 2021 Equity Plan provides that dividends on restricted shares or RSUs will be paid only to the extent the underlying award vests.

During the restriction period set by the Compensation Committee, the participant may not sell, assign, transfer, pledge or otherwise encumber restricted stock or RSUs awarded under the 2021 Equity Plan. The vesting provisions of each award of restricted stock or RSUs will be set forth in the applicable award agreement or other document approved by the Compensation Committee.

Performance Awards. The 2021 Equity Plan provides for the award of performance awards either alone or in conjunction with other awards granted under the 2021 Equity Plan. The performance goals to be achieved during any performance period and the length of the performance period will be determined by the Compensation Committee.

Other Stock-Based Awards. The 2021 Equity Plan provides that other stock-based awards may be granted either alone or in conjunction with other awards granted under the 2021 Equity Plan.

Termination of Employment

Unless otherwise provided in the applicable award agreement, if a participant’s employment is terminated, outstanding vested and unvested stock options and SARS will be subject to the following treatment:

• unvested stock options and SARs shall expire;

• exercisable stock options and SARs will expire immediately if the participant is terminated for cause;

• exercisable stock options and SARS will expire on the earliest to occur of:

o if the participant’s termination of employment occurs for reasons other than cause, disability, death or, in the case of a nonqualified stock option, retirement, the date that is three months after such termination of employment;

o if the Participant’s termination of employment occurs by reason of disability, death or, in the case of a nonqualified stock option, retirement, the one-year anniversary of such termination of employment; and

o the last day of the term of the stock option or SAR.

If a participant dies after his or her termination of employment but while a stock option or SAR is otherwise exercisable, the portion of the stock option or SAR that is vested and exercisable on the date of such termination of employment will expire upon the earlier to occur of the last day of the term of the stock option or SAR and the one-year anniversary of the date of death.

The effect of a termination of employment on unvested restricted stock awards and restricted stock units will be set forth in the applicable award agreement.

Change in Control

Unless provided otherwise in the applicable award agreement, in the event of a “change in control” (as defined in the 2021 Equity Plan):

• If equivalent replacement awards are not substituted for awards granted and outstanding under the 2021 Equity Plan at the time of such change in control then any outstanding time-based award will automatically vest in full and any performance-based award will vest based on performance through the last date prior to the change in control that the performance goals can be measured.

• If equivalent replacement awards are substituted for awards granted and outstanding under the 2021 Equity Plan at the time of such change in control, vesting of unvested awards will not accelerate. However, such replacement awards will vest and be deemed earned in full (with respect to performance goals, unless otherwise agreed in connection with the change in control, at the level of achievement through the latest date preceding the termination of employment as to which performance can, as a practical matter, be determined) upon an involuntary termination of employment or death or disability within twenty-four (24) months after such change in control (i.e., the awards “double-trigger” vest). Any stock option or SAR held by the participant as of the date of the change in control that remains outstanding as of the date of such termination of employment may thereafter be exercised until the expiration of the stated full term of the stock option or SAR.

An award will qualify as a “replacement award” under the 2021 Equity Plan if the following conditions are met in the sole discretion of the Compensation Committee: (i) it is of the same type as the award being replaced, which we refer to as the replaced award; (ii) it has a value equal to the value of the replaced award as of the date of the change in control; (iii) if the underlying replaced award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the change in control; (iv) it contains terms relating to vesting (including with respect to a termination of employment) that are substantially identical to those of the replaced award; and (v) its other terms and conditions are not less favorable to the participant than the terms and conditions of the replaced award (including the provisions that would apply in the event of a subsequent change in control) as of the date of the change in control.

Adjustments to Awards Due to Changes in OptimizeRx’s Capital Structure

If there is any change in the number or kind of shares of Common Stock outstanding by reason of:

• a stock dividend, spinoff, recapitalization, stock split, reverse stock split or combination or exchange of shares,

• a merger, reorganization or consolidation,

• a reclassification or change in par value, or

• any other extraordinary or unusual event affecting the outstanding Common Stock as a class without the Company’s or its shareholders’ receipt of consideration, or if the value of outstanding shares of Common Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, then

o the maximum number and kind of shares of Common Stock available for issuance under the 2021 Equity Plan,

o the maximum number and kind of shares of Common Stock for which any individual may receive awards in any year,

o the kind and number of shares covered by outstanding awards,

o the kind and number of shares issued and to be issued under the 2021 Equity Plan, and

o the price per share or the applicable market value of such awards

will be equitably adjusted by the Compensation Committee to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Common Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the 2021 Equity Plan and such outstanding awards. Any adjustment made need not be the same for all participants. The Compensation Committee has the sole discretion and authority to determine what appropriate adjustments should be made and any adjustments determined by the Compensation Committee will be final, binding and conclusive.

Repayment

All awards under the 2021 Equity Plan will be subject to any clawback policy adopted by the Company from time to time or any recoupment requirement imposed under applicable laws, rules, regulations, or stock exchange listing standards.

Repricing of Options and SARs

In no event may any stock option or SAR granted under the 2021 Equity Plan be amended, other than in connection with adjustments due to changes in OptimizeRx’s capital structure described above, to decrease the exercise price thereof, be cancelled in exchange for cash or other awards or in conjunction with the grant of any new stock option or free-standing SAR with a lower exercise price, or otherwise be subject to any action that would be treated, under the applicable exchange listing standards or for accounting purposes, as a “repricing” of such stock option or free-standing SAR, unless such amendment, cancellation, or action is approved by the Company’s shareholders.

Amendment and Termination

The Compensation Committee may amend, alter, or discontinue the 2021 Equity Plan, but no amendment, alteration or discontinuation may be made which would materially impair the rights of the participant with respect to a previously granted award without such participant’s consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, applicable exchange listing standards or accounting rules. In addition, no amendment may be made without the approval of the Company’s shareholders to the extent such approval is required by applicable law or the listing standards of the applicable exchange.

Term of the 2021 Equity Plan

The 2021 Equity Plan will terminate on the tenth anniversary of the date on which such Plan was approved by the Company’s shareholders.

Federal Income Tax Information

The following is a general summary of the current federal income tax treatment of incentive awards that would be authorized to be granted under the 2021 Equity Plan, based upon the current provisions of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. As the rules governing the tax treatment of such awards are technical in nature, the following discussion of tax consequences is necessarily general in nature and does not purport to be complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. This discussion does not address the tax consequences under applicable state and local law.

ISOs. A participant generally will not recognize income on the grant or exercise of an ISO. However, the difference between the exercise price and the fair market value of the stock on the date of exercise is an adjustment item for purposes of the alternative minimum tax. If a participant disposes of the stock received upon the exercise of an ISO within two years from the date of grant or one year from the date of exercise (a “disqualifying disposition”), the participant will recognize ordinary income in connection with the exercise of such ISO in the same manner as on the exercise of a nonqualified stock option, as described below.

Non-qualified Stock Options and SARs. A participant generally is not required to recognize income on the grant of a nonqualified stock option or a SAR. Instead, ordinary income generally is required to be recognized on the date the nonqualified stock option or SAR is exercised. In general, the amount of ordinary income required to be recognized is (i) in the case of a nonqualified stock option an amount equal to the excess, if any, of the fair market value of the shares on the exercise date over the aggregate exercise price and (ii) in the case of a SAR, the amount of cash and/or the fair market value of any shares received upon exercise.

Restricted Stock. Unless a participant who receives an award of restricted stock makes an election under Section 83(b) of Code, as amended, as described below, the participant generally is not required to recognize ordinary income on the award of restricted stock. Instead, on the date the restrictions lapse and the shares vest (that is, become transferable and no longer subject to forfeiture), the participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the vesting shares on that date over the amount paid, if any, for those shares. If a participant makes a Section 83(b) election to recognize ordinary income on the date the shares are awarded, the amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount paid, if any, for those shares. In that case, the participant will not be required to recognize additional ordinary income when the restrictions lapse and the shares vest.

RSUs. A participant generally is not required to recognize income on the grant of an RSU. In general, on the date the RSUs vest, the participant will be required to recognize ordinary income in an amount equal to the fair market value of the stock deliverable on the vesting date.

Gain or Loss on Sale or Exchange of Shares. In general, gain or loss from the sale or exchange of shares granted under the 2021 Equity Plan will be treated as capital gain or loss. Gain or loss will be long-term capital gain or loss for shares held for more than one year.

Deductibility by the Company. We generally are not allowed a deduction in connection with the grant or exercise of an ISO. However, if a participant is required to recognize income as a result of a disqualifying disposition, we will be entitled to a deduction equal to the amount of ordinary income so recognized. In the case of a nonqualified stock option (including an ISO that is treated as a nonqualified stock option), a SAR, or restricted stock or RSU, in general, we will be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, provided that certain income tax reporting requirements are satisfied.

New Plan Benefits

The grant of awards under the 2021 Equity Plan is discretionary, and we cannot determine now the number or type of options or other awards to be granted in the future to any particular person or group other than the anticipated annual director grants. Pursuant to our non-employee director compensation policy for 2026, each non-employee director upon his or her re-election will be granted an annual equity grant with a grant date value of approximately $175,000.

Since it is not possible to determine the exact number of awards that will be granted under the 2021 Equity Plan, the awards granted during 2025 under the 2021 Equity Plan are set forth in the following table.

Market Price of Shares

The closing price of our Common Stock, as reported on Nasdaq on April 28, 2026, was $6.40.

Equity Compensation Plan Information

The following details information regarding OptimizeRx’s existing equity compensation plans as of December 31, 2025:

​(1)This table does not include the additional shares proposed to be authorized under the 2021 Equity Plan pursuant to the 2021 Equity Plan Share Increase Amendment.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE OPTIMIZERX CORPORATION 2021 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR AWARDS BY 1,000,000 SHARES