[8-K] reAlpha Tech Corp. Reports Material Event

Rhea-AI Filing Summary

reAlpha Tech Corp. furnished a press release reporting its financial results and business highlights for the quarter ended June 30, 2025; that press release is included as Exhibit 99.1 and contains non-GAAP measures with a reconciliation to GAAP provided in the exhibit.

The company also furnished a corporate presentation as Exhibit 99.2, made available on its investor website at ir.realpha.com, which the company may present to investors at conferences and meetings. The filing states both exhibits are furnished, not filed, and directs readers to the company’s Annual Report for fiscal 2024 (as amended May 13, 2025) and Quarterly Reports for March 31, 2025 and June 30, 2025 for additional context.

Positive

• Press release furnished as Exhibit 99.1 reporting quarter ended June 30, 2025
• Non-GAAP measures are accompanied by a reconciliation to GAAP in Exhibit 99.1
• Corporate presentation furnished as Exhibit 99.2 and posted at ir.realpha.com for investor access

Negative

• The 8-K text itself does not include specific financial figures; investors must open Exhibit 99.1 for results
• Exhibits are furnished, not filed, which limits Section 18 liability and means the materials are not automatically incorporated into other filings

Insights

Securities Analyst

TL;DR: Routine 8-K furnishing Q2 2025 results and investor presentation; no financial figures are included in the 8-K text.

The filing notifies investors that a press release and presentation were furnished as Exhibits 99.1 and 99.2 and that the press release includes non-GAAP measures with a GAAP reconciliation. As presented, this is a standard disclosure practice to disseminate quarterly results and investor materials. Because the exhibits are "furnished" rather than "filed," investors should consult the exhibits and the company’s prior SEC reports for the substantive financial data and required disclosures.

Corporate Communications / Investor Relations Specialist

TL;DR: Company made investor-facing materials available online and will use them at conferences; this supports transparency but requires reviewing the exhibits.

The 8-K confirms a corporate presentation on the investor site (ir.realpha.com) covering strategic focus and recent trends and states management intends to present the materials to investors. Furnishing both a press release with non-GAAP reconciliation and a presentation is consistent with proactive investor communications. The filing itself contains limited numeric detail, so the presentation and press release should be reviewed to evaluate the substance conveyed to the market.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 14, 2025

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-41839		86-3425507
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

6515 Longshore Loop, Suite 100, Dublin, OH 43017

(Address of principal executive offices and zip code)

(707) 732-5742

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AIRE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 14, 2025, reAlpha Tech Corp. (the “Company”) issued a press release regarding its financial results and business highlights for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”). 

The Company is making reference to non-GAAP financial information in the press release. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release. 

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02, including Exhibit 99.1, to this Form 8-K is incorporated herein by reference into this Item 7.01.

On August 14, 2025, the Company made available a corporate presentation on its website at ir.realpha.com containing information related to the Company’s strategic focus, business developments, and recent trends. Representatives of the Company intend to present some of or all of this presentation to investors at various conferences and meetings beginning on the date hereof. A copy of the presentation is furnished as Exhibit 99.2 to this Form 8-K. These materials should be read together with the information included in the Company’s other filings with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended on May 13, 2025, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

The information furnished with this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1*		Press Release, dated August 14, 2025.
99.2*		Corporate Presentation, dated August 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2025	reAlpha Tech Corp.
	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

3

FAQ

What did reAlpha (AIRE) disclose in this 8-K?

The company furnished a press release reporting financial results and business highlights for the quarter ended June 30, 2025 (Exhibit 99.1) and a corporate presentation (Exhibit 99.2).

Where can I find the detailed results for reAlpha's Q2 2025?

Detailed results are in the press release attached as Exhibit 99.1; the 8-K text does not include the numeric results.

Does the press release include non-GAAP information for AIRE?

Yes. The press release references non-GAAP financial information and provides a reconciliation to GAAP in Exhibit 99.1.

Is the corporate presentation available to investors?

Yes. Exhibit 99.2 is a corporate presentation posted on the company’s investor website at ir.realpha.com and may be presented at investor conferences.

Are the furnished exhibits considered 'filed' with the SEC?

No. The 8-K states Exhibits 99.1 and 99.2 are furnished, not filed, and therefore are not subject to Section 18 liability and are not incorporated by reference into other filings except by specific reference.

What other company filings should be read with this 8-K?

The filing refers investors to the company’s Annual Report for fiscal year ended December 31, 2024 (as amended May 13, 2025) and its Quarterly Reports for March 31, 2025 and June 30, 2025 for additional context.