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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): October 21, 2026
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 8.01 Other Events.
Effective
as of March 9, 2026, the Board of Directors (the “Board”) of reAlpha Tech Corp. (the “Company”), upon recommendation
of the Compensation Committee of the Board, approved an updated non-executive director compensation policy, pursuant to which, the non-executive
directors of the Board will be eligible to receive a total annual compensation of $100,000, consisting of: (i) $75,000 in shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), issued in quarterly installments on January
30, April 30, July 30 and October 30 of each fiscal year, or $18,750 per quarter, with the number of shares issued in each quarterly installment
determined by dividing $18,750 by the 10-day volume weighted average price of the Common Stock, as reported on Nasdaq, ending on and including
the grant date (the “Share Awards”); and (ii) cash compensation in an amount equal to $25,000, payable in quarterly installments
on the same dates as the Share Awards, or $6,250 per quarter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 21, 2026 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
