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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): April 23, 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.
EXPLANATORY NOTE
This Current Report on Form 8-K is being filed inadvertently late. When the inadvertent lapse in filing was determined,
the Company (as defined below) promptly filed this Current Report on Form 8-K.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
April 23, 2026, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”)
of reAlpha Tech Corp. (the “Company”), approved an annual grant of restricted stock unit awards (the “RSU Grants”),
with each restricted stock unit representing the right to receive one share of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), to be issued upon vesting and settlement under the Company’s 2022 Equity Incentive Plan,
as amended (the “Plan”), for each fiscal quarter of the fiscal year ending December 31, 2026 (the “FY 2026”).
The RSU Grants will be awarded to the Company’s executive officers and certain other employees (each, an “Award Recipient”
and collectively, the “Award Recipients”), as determined by the Compensation Committee from time to time, and will be made
pursuant to the Company’s standard form of restricted stock unit award agreement (each, an “RSU Award Agreement”).
In
April 2025, as previously disclosed, the Compensation Committee approved a similar annual grant of restricted stock units for the fiscal
year ended December 31, 2025. Consistent with such annual grant, the Compensation Committee approved the RSU Grants to provide additional
compensation to such Award Recipients in connection with its yearly review of the Company’s overall compensation structure. The
Compensation Committee currently intends to consider annual grants of restricted stock units for each fiscal year following FY 2026 on
terms materially consistent with the RSU Grants, including grant date values consistent with the amounts approved on April 23, 2026, which,
with respect to the Company’s executive officers, are set forth below. Any such future grants would be subject to the Compensation
Committee’s approval and to its sole discretion to modify or adjust the amounts thereof, including based on an Award Recipient’s
base salary (and any increases thereto) and/or in connection with its subsequent annual reviews of the Company’s compensation structure.
The
RSU Grants awarded to the Company’s executive officers will be paid in the quarterly amounts set forth below:
| Name | |
Title | |
Quarterly Amounts
|
| Giri Devanur | |
Executive Chairman | |
$ |
62,500 (25% of base salary) |
| Michael J. Logozzo | |
Chief Executive Officer, President and Interim Chief Operating Officer | |
$ |
75,000 (25% of base salary) |
| Thomas J. Kutzman Jr. | |
Chief Financial Officer | |
$ |
68,750 (25% of base salary) |
In
accordance with the RSU Grants, each Award Recipient will receive, for each fiscal quarter of FY 2026, and each subsequent fiscal quarter
thereafter, a number of restricted stock units (the “Quarterly RSUs”) based on and equal to the quotient of: (i) the applicable
dollar amount for such Award Recipient divided by (ii) the volume-weighted average closing price of the Common Stock, as reported on Nasdaq,
for the 10-trading day period ending on and including the grant date of such Quarterly RSUs, which grant date, for any given fiscal quarter,
will be 30 calendar days after the last calendar day of such fiscal quarter, or if such date is a non-trading day, then the trading day
immediately prior to such date, in each case, subject to the corresponding vesting schedule and other terms and conditions set forth in
any related RSU Award Agreements and the Plan.
The
Quarterly RSUs issued in a fiscal quarter will vest as follows: (i) 50% will vest on the date that is 12 months from the date of grant
and (ii) the remaining 50% will vest in four equal quarterly installments over the next 12-month period thereafter. The grant of Quarterly
RSUs under the RSU Grants and vesting thereof are subject to the continuous service of each eligible Award Recipient on the applicable
grant and vesting dates of such Quarterly RSUs, and any unvested Quarterly RSUs will be forfeited upon an Award Recipient’s separation
from service with the Company.
The
foregoing description of the RSU Award Agreement does not purport to be a complete description of the rights and obligations of the parties
thereunder and is qualified in its entirety by reference to the full text of the RSU Award Agreement, a copy of which was filed as Exhibit
10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 30, 2025, which is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1+ |
|
Form of 2022 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2025). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Indicates management contract or compensatory plan or arrangement. |
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: September 11, 2026 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
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