Major Shareholding Notification • Oct 2, 2025
Major Shareholding Notification
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Under the Securities Exchange Act of 1934
(Amendment No. 27)
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.
The information required on the remainder of this cover page shall not be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
68375N103
| 1 | Name of reporting person | ||||
|---|---|---|---|---|---|
| FROST PHILLIP MD ET AL | |||||
| Check the appropriate box if a member of a Group (See Instructions) | |||||
| 2 | િ (a) ■ (b) |
||||
| 3 | SEC use only | ||||
| 4 | Source of funds (See Instructions) | ||||
| WC, 00 | |||||
| Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||
| 5 | 1 | ||||
| 6 | Citizenship or place of organization | ||||
| UNITED STATES | |||||
| Sole Voting Power | |||||
| Numbe r of |
7 | 250,032,576.00 | |||
| Shares Benefic |
Shared Voting Power | ||||
| ially Owned |
8 | 2,851,830.00 | |||
| by Each |
9 | Sole Dispositive Power | |||
| Reporti ng |
250,032,576.00 | ||||
| Person With: |
10 | Shared Dispositive Power | |||
| 2,851,830.00 | |||||
| Aggregate amount beneficially owned by each reporting person | |||||
| 11 | 252,884,406.00 | ||||
| Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) | |||||
| 12 | 17 | ||||
| Percent of class represented by amount in Row (11) | |||||
| 13 | 32.8 % | ||||
| Type of Reporting Person (See Instructions) | |||
|---|---|---|---|
| IN |
Comment (1) The amount provided in Item 11 includes (i) 3,068,951 shares of Common Stock held for Type individually by Dr. Frost; (ii) 30,127,177 shares of Common Stock held by the Frost Nevada of Investments Trust, which is controlled by Dr. Frost as sole trustee; (iii) options to acquire Reportion 2,600,000 shares of Commons Stock, which are exercisable within 60 days (iv) Person - 214,236,448 shares of Common Stock held by the Gamma Trust, which - on the July, (17) - 10,7), (17) Frost as sole trustee; and (v) 2,851,830 shares of Common Stock held by the Phillip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife. Dr. Frost's ownership position excludes restricted stock units that give him a contingent right to receive up to 500,000 shares of Common Stock.
(2) The percentage provided in Item 13 is calculated based on (i) 769,101,280 shares outstanding as of September 30, 2025, as communicated by the Issuer to the Reporting Person; and (ii) options to acquire 2,600,000 shares of Common Stock,
CUSIP No.
68375N103
| 1 | Name of reporting person | ||
|---|---|---|---|
| Frost Gamma Investments Trust | |||
| 2 | Check the appropriate box if a member of a Group (See Instructions) | ||
| ਡ (a) 1 (b) |
|||
| 3 | SEC use only | ||
| 4 | Source of funds (See Instructions) | ||
| WC, 00 | |||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | ||
| L | |||
| Citizenship or place of organization | |||
| 6 | FLORIDA | ||
| Numbe r of |
7 | Sole Voting Power | |
| Shares Benefic |
214,236,448.00 | ||
| ially Owned |
8 | Shared Voting Power | |
| by Each Reporti ng |
0.00 | ||
| 9 | Sole Dispositive Power |
| Person With: |
214,236,448.00 | ||
|---|---|---|---|
| 10 | Shared Dispositive Power 0.00 |
||
| 11 | Aggregate amount beneficially owned by each reporting person 214,236,448.00 |
||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) 17 |
||
| 13 | Percent of class represented by amount in Row (11) 27.9 % |
||
| 14 | Type of Reporting Person (See Instructions) 00 |
Comment for Type (1) The percentage provided in Item 13 is calculated based on 769,101,280 shares of Reporting outstanding as of September 30, 2025, as communicated by the Issuer to the Person: Reporting Person.
| CUSIP No. | 68375N103 | ||
|---|---|---|---|
| ----------- | ----------- | -- | -- |
| 1 | Name of reporting person | |||
|---|---|---|---|---|
| Frost Nevada Investments Trust | ||||
| 2 | Check the appropriate box if a member of a Group (See Instructions) | |||
| D (a) D (b) |
||||
| 3 | SEC use only | |||
| 4 | Source of funds (See Instructions) | |||
| WC, 00 | ||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||
| 17 | ||||
| 6 | Citizenship or place of organization | |||
| FLORIDA | ||||
| Numbe r of Shares |
7 | Sole Voting Power |
https://www.edgarfiling.sec.gov/submitSC13DForm.html?action=print
| Benefic ially Owned by Each Reporti ng Person With: |
30,127,177.00 | ||
|---|---|---|---|
| 8 | Shared Voting Power | ||
| 0.00 | |||
| 9 | Sole Dispositive Power | ||
| 30,127,177.00 | |||
| 10 | Shared Dispositive Power | ||
| 0.00 | |||
| 11 | Aggregate amount beneficially owned by each reporting person | ||
| 30,127,177.00 | |||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) | ||
| 17 | |||
| 13 | Percent of class represented by amount in Row (11) | ||
| 3.9 % | |||
| 14 | Type of Reporting Person (See Instructions) | ||
| 00 |
Comment for Type (1) The percentage provided in Item 13 is calculated based on 769,101,280 shares of Reporting outstanding as of September 30, 2025, as communicated by the Issuer to the Person: Reporting Person.
Common Stock, par value \$0.01 per share
Name of Issuer: (b)
OPKO HEALTH, INC.
(c)
4400 BISCAYNE BLVD., MIAMI, FLORIDA , 33137.
Item 1 This Amendment") amendment") amends and supplements the statement on Comment: Schedule 13D filed on February 15, 2007, as amended by Amendment No. 1 to the Schedule 13D filed on April 6, 2007, as amended by Amendment No. 2 to the Schedule 13D filed on August 2, 2007, as amended by Amendment No. 3 to the Schedule 13D filed on February 14, 2008, as amended by Amendment No. 4 to Schedule 13D filed on August 21, 2008, as amended by Amendment No. 5 to the Schedule 13D filed on February 26, 2009, as amended by Amendment No. 6 to the Schedule 13D filed on March 19, 2009, as amended by Amendment No. 7 to the Schedule 13D filed on RSTRTUVWXYXVZ[ ]^_abcbd^ef\ge^hiTfjklbmnoRpqrhlesmlct_gmbhduv`bdm
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2,851,830 shares of Common Stock owned by the Phillip and Patricia Frost Philanthropic Foundation, Inc. Dr. Frost's ownership position excludes restricted stock units that give him a contingent right to receive up to 500,000 shares of Common Stock, which will not begin to vest until July, 2026.
(b) shares of Common Stock beneficially owned by Gamma Trust constitute approximately 27.9% of the Issuer's outstanding shares of Common Stock, based upon 769,101,280 shares of Common Stock outstanding as of September 30, 2025 as communicated by the Reporting Person. Dr. Frost is the sole trustee of Gamma Trust and holds sole voting and dispositive power with respect to 214,236,448 shares of Common Stock.
Frost Nevada directly beneficially owns 30,127,177 shares of Common Stock. The 30,127,177 total shares of Common Stock beneficially owned by Frost Nevada constitute approximately 3.9% of the Issuer's outstanding shares of Common Stock, based upon 769,101,280 shares of Common Stock outstanding as of September 30, 2025 as communicated by the Reporting Person. Dr. Frost is the sole trustee of Frost Nevada and holds sole voting and dispositive power with respect to 30,127,177 shares of Common Stock.
Dr. Frost, as the sole trustee of Gamma Trust, may be deemed to beneficially own the 214,236,448 shares of Common Stock beneficially owned by Gamma Trust. Dr. Frost, as the sole trustee of Frost Nevada, may be deemed to beneficially own the 30,127,177 shares of Common Stock beneficially owned by Frost Nevada. In addition, the Philip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife, owns 2,851,830 shares of Common Stock. Dr. Frost individually owns 3,068,951 shares of Common Stock options to acquire 2,600,000 shares of Common Stock, which are exercisable within 60 days of the date hereof, and has sole voting and dispositive power over each. The shares of Common Stock beneficially owned by Dr. Frost constitute approximately 32.8% of the Issuer's outstanding shares of Common Stock, based upon (i) 769,101,280 shares of Common Stock outstanding as of September 30, 2025 as communicated by the Issuer to the Reporting Person; and (ii) options to acquire 2,600,000 shares of Common Stock, which are exercisable within 60 days of the date hereof. Dr. Frost, as sole trustee of Gamma Trust, has sole voting and dispositive power over 214,236,448 shares of Common Stock. Dr. Frost, as sole trustee of Frost Nevada, has sole voting and dispositive power over 30,127,177 shares of Common Stock. Dr. Frost has shared voting and dispositive power with respect to 2,851,830 shares of Common Stock owned by the Phillip and Patricia Frost Philanthropic Foundation, Inc. Dr. Frost's ownership position excludes restricted stock units that give him a contingent right to receive up to 500,000 shares of Common Stock, which will not begin to vest until July, 2026.
(c) effected any transactions in the shares of Common Stock.
On August 8, 2025, Gamma Trust acquired a total of 675,000 shares of Common Stock on the open market at \$1.32 per share for an aggregate purchase price of \$891,000.00 and on August 18, 2025, gifted a total of 440,000 shares of Common Stock to various individuals.
(d) Except as described herein, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Issuer beneficially owned by them.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Signature: | /s/ Phillip Frost, M. D. |
|---|---|
| Name/Title: | Phillip Frost, M.D., Individually |
| Date: | 10/01/2025 |
Signature: Name/Title: Phillip Frost, M.D. / Sole Trustee 10/01/2025 Date:
Signature: /s/ Phillip Frost, M. D. Name/Title: Phillip Frost, M.D. / Sole Trustee Date: 10/01/2025
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