reAlpha (NASDAQ: AIRE) surges 2025 revenue but stays unprofitable
Rhea-AI Filing Summary
reAlpha Tech Corp. reported sharp top-line growth but continued losses for 2025. Full-year revenue rose 376% to
The company posted a net loss of
Transaction volume across brokerage, mortgage and title reached
Positive
- None.
Negative
- None.
Insights
Strong revenue growth and capital raises fund an unprofitable, scaling platform.
reAlpha delivered rapid expansion in 2025, with revenue reaching
However, the model remains loss-making. Net loss was
The balance sheet strengthened through roughly
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date
of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
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(
(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 | ||
| The |
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 March 12, 2026, reAlpha Tech Corp. (the “Company”) issued a press release and a shareholder letter discussing its business highlights, operational updates and financial results for the fourth quarter and year ended December 31, 2025. The Company also made available an investor presentation containing information related to the Company’s strategic focus, business development and financial results. Representatives of the Company intend to present some or all of this presentation to investors at various conferences and meetings beginning on the date hereof. A copy of the press release is furnished as Exhibit 99.1, the shareholder letter as Exhibit 99.2, and the investor presentation as Exhibit 99.3 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, shareholder letter and investor presentation. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibits 99.1, 99.2 and 99.3.
The information furnished pursuant to Item 2.02, including Exhibits 99.1, 99.2 and 99.3, 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 Exhibits 99.1, 99.2 and 99.3, to this Form 8-K is incorporated herein by reference into this Item 7.01.
The information furnished with this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, 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 March 12, 2026. | |
| 99.2 | Shareholder Letter issued by reAlpha Tech Corp. on March 12, 2026. | |
| 99.3 | Investor Presentation, dated March 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: March 12, 2026 | reAlpha Tech Corp. | |
| By: | /s/ Michael J. Logozzo | |
| Michael J. Logozzo | ||
| Chief Executive Officer | ||
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Exhibit 99.1
reAlpha (NASDAQ: AIRE) Reports Fourth Quarter and Full Year 2025 Results; Record Full-Year Revenue of $4.5 Million, Up 376% Year Over Year
Delivering Revenue Growth and Increased Transaction Volume While Strengthening the Balance Sheet and Advancing Platform Integration
DUBLIN, OH – Mar. 12, 2026 (GLOBE NEWSWIRE) – reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today announced financial results for the quarter and full year ended December 31, 2025.
Full Year Financial Highlights
(All figures are approximate and compared to FY 2024 unless otherwise stated)
| ● | Revenue increased 376% to $4.5 million, compared to $0.9 million in FY 2024. The increase was driven primarily by increased revenue from mortgage brokerage transactions from reAlpha Mortgage, subscription fees from AiChat’s AI conversational technologies, and revenues generated from Prevu’s real estate services following its acquisition in November 2025. |
| ● | Gross profit increased to $2.5 million, compared to $0.6 million in FY 2024. Gross profit margin decreased from 68% to 54%, a decrease of 14 percentage points, primarily reflecting revenue mix and operating costs associated with scaling brokerage and mortgage services. |
| ● | Cash and cash equivalents increased 149% to $7.8 million as of December 31, 2025, compared to $3.1 million as of December 31, 2024. |
| ● | Adjusted EBITDA was $(13.7) million, reflecting strategic investments across the organization to support platform scaling and long-term growth. Key drivers included the expansion of the Company’s leadership team and workforce to support multi-state operations; increased marketing and brand investment, including the utilization of the Mercurius Media marketing credits for branding and promotional campaigns; professional, legal, and integration costs associated with acquisition and capital markets activity; continued investment in AI capabilities, enterprise technology tools, and platform infrastructure; the buildout of mortgage operations leadership and real estate advisory resources; and the impact of operating expenses from businesses acquired during the year. |
| ● | Total Transaction Volume increased 203% to $116.1 million, compared to $38.7 million in FY 2024. Total Transaction Volume reflects the aggregate dollar value of transactions generated across brokerage, mortgage, and title services during the trailing twelve month period. |
| ● | During FY 2025, the Company strengthened its capital structure, generating $17.3 million in proceeds from the exercise of warrants. If exercised, the remainder of the warrants would generate an additional $4.6 million. |
“2025 was a year of strong growth and balance sheet progress,” said Thomas Kutzman, Chief Financial Officer of reAlpha. “Revenue increased 376% year over year to $4.5 million as we expanded our homebuying platform. During 2025, we raised approximately $25.5 million in gross proceeds through equity-linked financing activities to support operations and execute our strategy. We ended the year with $7.8 million in cash and no remaining balance on the Streeterville note, which materially improved our financial flexibility. As we move into 2026, our focus is on growth, greater geographic alignment of our homebuyer services, and building operating leverage as we scale.”
Fourth Quarter Financial Highlights
(All figures are approximate and compared to Q4 2024 unless otherwise stated; quarterly figures are unaudited)
| ● | Revenue increased 70% year over year to $0.9 million, compared to $0.5 million in the Q4 2024, driven primarily by increased revenue from mortgage brokerage transactions, subscription fees from AiChat’s AI conversational technologies, and revenues generated from Prevu’s realty services following its acquisition. |
| ● | Gross profit increased to $0.6 million, up from $0.4 million in Q4 2024. Gross margin decreased from 69% to 63%, a decrease of 6 percentage points, primarily reflecting a higher contribution from real estate and mortgage operations, which carry lower gross margins due to higher direct cost of services compared to AiChat’s AI conversational technology services. |
| ● | Cash and cash equivalents ended the quarter at approximately $7.8 million, compared to $3.1 million in Q4 2024, reflecting strengthened liquidity following capital raises and warrant exercises during FY 2025. |
| ● | Adjusted EBITDA was $(3.8) million, compared to $(2.0) million in Q4 2024, primarily reflecting the absorption of operating expenses from businesses acquired during the year, use of Mercurius Media marketing credits, continued investment in leadership and workforce expansion, and increased technology spend to support platform growth. |
| ● | Net loss was $(4.8) million, compared to $(21.0) million in Q4 2024. |
Business Highlights
| ● | Acquired Prevu and signed a definitive agreement to acquire InstaMortgage to deepen vertical integration. Prevu expanded brokerage operations across 12 states plus Washington, D.C.; the proposed InstaMortgage transaction, if consummated, is intended to add direct mortgage lending capabilities and further reduce friction across the homebuying journey. |
| ● | Expanded licensed footprint across 35 states and Washington, D.C., strengthening the Company’s ability to capture multiple revenue streams within a single homebuying transaction. reAlpha holds real estate brokerage licenses in 13 states and Washington, D.C., mortgage brokerage licenses in 31 states, and title agency licenses in 3 states. While full three-service integration is currently active in Florida and Virginia, the broader licensed footprint creates a foundation to systematically expand platform adoption and increase revenue capture per transaction over time. |
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| ● | Advanced reAlpha’s AI-enabled homebuying experience with Claire and proprietary AI infrastructure. Claire is the Company’s customer-facing digital homebuying assistant, complemented by licensed professionals; internal assistants including the AI Loan Officer Assistant and AI Engagement Agent are designed to automate portions of intake, scheduling, document workflows, and borrower communication to improve execution speed and reduce manual effort. |
| ● | Strengthened the balance sheet by raising capital through equity offerings, warrant exercises and at-the-market offering sales, and eliminating secured parent-level debt. During fiscal 2025, the Company raised approximately $25.5 million in gross proceeds through these transactions and repaid the secured promissory note issued to Streeterville. As a result, secured parent-level debt was eliminated and financial flexibility improved. |
| ● | Unified mortgage operations under the reAlpha Mortgage brand and aligned CRM systems across brokerage and mortgage operations. During 2025, the Company unified mortgage operations under a single brand and worked to align customer communication and workflow management across brokerage and mortgage functions to support a more coordinated end-to-end platform experience. |
| ● | Simplified the customer rebate program in mid-January 2026 to improve clarity and transparency. Under the current commission rebate structure, eligible homebuyers can receive a rebate of up to 1.0% of the home purchase price when using realty services and an additional rebate of up to 0.5% when bundling mortgage brokering services with realty services, subject to terms and conditions. The rebate is paid as a credit toward closing costs and reflected on the settlement statement at closing. |
“I’m proud of how our team executed in 2025. We did not just grow revenue, we expanded the platform, integrated brokerage and mortgage more tightly, and strengthened the operating foundation of the business,” said Mike Logozzo, Chief Executive Officer of reAlpha. “reAlpha offers the full homebuying transaction across real estate, mortgage, and title. That alignment creates multiple revenue streams per customer and a structurally lower cost model in markets where we offer a rebate. We believe we are uniquely positioned to deliver a better service experience while helping buyers keep more of their money at closing. In a multi-trillion dollar residential real estate market that we believe is still largely fragmented, we see a clear opportunity to deliver a more coordinated homebuying experience and return meaningful savings to the buyer.”
Fiscal Year 2025 Earnings Conference Call
reAlpha will host a live X Spaces event to discuss its fourth quarter and full year 2025 financial results and outlook on Friday, March 13, 2026 at 12:00 p.m. ET. Members of the Company’s executive leadership team will provide prepared remarks and respond to questions regarding the Company’s performance, strategic initiatives and growth outlook.
The live audio event will be open to the public and accessible at https://x.com/i/spaces/1AKEmOvraZlKL via the Company’s official X account. Participants are encouraged to join the event a few minutes prior to the scheduled start time. A replay of the discussion will be available following the conclusion of the event.
Additional materials, if any, will be posted in the “Events” section of the Company’s Investor Relations website at ir.realpha.com.
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About reAlpha Tech Corp.
reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company that aims to transform the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit www.realpha.com.
Forward-Looking Statements
The information in this press release includes “forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements by reAlpha’s Chief Executive Officer, Mike Logozzo, and reAlpha’s Chief Financial Officer, Thomas Kutzman, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; the health of the U.S. residential real estate industry and changes in general economic conditions; reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and maintain compliance with all Nasdaq listing rules; reAlpha’s ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2); reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U.S. states brokerage licenses; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to commercialize its developing AI-based technologies; reAlpha’s ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies’ services; reAlpha’s ability to successfully enter new geographic markets and to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings or any legal proceedings that may be instituted against reAlpha; reAlpha’s ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; the inability to maintain and strengthen reAlpha’s brand and reputation; reAlpha’s ability to enhance its operational efficiency, improve cross-functional coordination and support the reAlpha platform’s continued growth through the implementation of new internal processes and initiatives, including upgrades thereto; reAlpha’s ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally; any accidents or incidents involving cybersecurity breaches and incidents; the availability of rebates, which may be limited or restricted by state law; risks specific to AI-based technologies, including potential inaccuracies, bias, or regulatory restrictions; risks related to data privacy, including evolving laws and consumer expectations; the inability to accurately forecast demand for AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; reAlpha’s ability to obtain additional financing or access the capital markets on acceptable terms and conditions in the future; changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment; reAlpha’s ability to effectively compete in the real estate and AI industries; and other risks and uncertainties indicated in reAlpha’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Media Contact:
Cristol Rippe, Chief Marketing Officer
media@realpha.com
Investor Relations Contact:
Adele Carey, VP of Investor Relations
InvestorRelations@reAlpha.com
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reAlpha Tech Corp. and Subsidiaries
Consolidated Balance Sheet
For the Years Ended December 31, 2025 and 2024
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 7,783,529 | 3,123,530 | |||||
| Accounts receivable, net | 68,148 | 182,425 | ||||||
| Receivable from related parties | - | 12,873 | ||||||
| Prepaid expenses | 961,411 | 180,158 | ||||||
| Current assets of discontinued operations | - | 56,931 | ||||||
| Other current assets | 362,293 | 487,181 | ||||||
| Escrow deposit | 600,000 | - | ||||||
| Total current assets | $ | 9,775,381 | 4,043,098 | |||||
| Property and Equipment, at cost | ||||||||
| Property and equipment, net | $ | 64,626 | 102,638 | |||||
| Other Assets | ||||||||
| Investments | 111,646 | 215,000 | ||||||
| Other long-term assets | - | 31,250 | ||||||
| Intangible assets, net | 4,306,553 | 3,285,406 | ||||||
| Goodwill | 7,459,125 | 4,211,166 | ||||||
| Capitalized software development - work in progress | - | 105,900 | ||||||
| TOTAL ASSETS | $ | 21,717,331 | 11,994,458 | |||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 306,216 | 655,765 | |||||
| Related party payables | 5,654 | 9,287 | ||||||
| Short term loans - related parties - current portion | 86,585 | 261,986 | ||||||
| Short term loans - unrelated parties - current portion | 209,601 | 519,153 | ||||||
| Accrued expenses | 660,577 | 1,164,813 | ||||||
| Deferred liabilities - current portion | 1,960,850 | 1,255,525 | ||||||
| Deferred revenue | 396,227 | 278,908 | ||||||
| Total current liabilities | $ | 3,625,710 | 4,145,437 | |||||
| Long-Term Liabilities | ||||||||
| Preferred stock embedded derivative liability | 4,574,980 | - | ||||||
| Other long-term loans - related parties - net of current portion | - | 45,052 | ||||||
| Other long-term loans - unrelated parties - net of current portion | 88,411 | 241,121 | ||||||
| Note payable, net of discount | - | 4,909,376 | ||||||
| Deferred consideration - net of current portion | 561,740 | - | ||||||
| Contingent consideration | 344,877 | 1,086,000 | ||||||
| Total liabilities | $ | 9,195,718 | 10,426,986 | |||||
| Mezzanine Equity | ||||||||
| Redeemable Series A Convertible Preferred Stock, $0.001 par value; 5,000,000 shares authorized, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock; 250,000 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively. | 1,020,377 | - | ||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock ($0.001 par value; 200,000,000 shares authorized, 131,740,675 shares outstanding as of December 31, 2025; 200,000,000 shares authorized, 45,864,503 shares outstanding as of December 31, 2024) | 131,741 | 45,865 | ||||||
| Additional paid-in capital | 67,466,893 | 39,770,060 | ||||||
| Accumulated deficit | (55,980,534 | ) | (38,260,913 | ) | ||||
| Accumulated other comprehensive (loss) income | (127,889 | ) | 5,011 | |||||
| Total stockholders’ equity of reAlpha Tech Corp. | 11,490,211 | 1,560,023 | ||||||
| Non-controlling interests in consolidated entities | 11,025 | 7,449 | ||||||
| Total stockholders’ equity | 11,501,236 | 1,567,472 | ||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY | $ | 21,717,331 | 11,994,458 | |||||
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reAlpha Tech Corp. and Subsidiaries
Consolidated Statements of Operations and Comprehensive (Loss) Income
For the Years Ended December 31, 2025 and 2024
| For the Year Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Revenues | $ | 4,518,498 | $ | 948,420 | ||||
| Cost of revenues | 2,067,060 | 302,084 | ||||||
| Gross Profit | 2,451,438 | 646,336 | ||||||
| Operating Expense | ||||||||
| Wages, benefits and payroll taxes | 6,506,553 | 2,841,591 | ||||||
| Marketing and advertising | 5,946,514 | 793,004 | ||||||
| Professional and legal fees | 3,273,947 | 2,124,946 | ||||||
| Depreciation and amortization | 543,170 | 282,095 | ||||||
| Impairment of capitalized software | 220,016 | 202,968 | ||||||
| Other operating expense | 1,968,196 | 1,304,346 | ||||||
| Total operating expense | 18,458,396 | 7,548,950 | ||||||
| Operating Loss | (16,006,958 | ) | (6,902,614 | ) | ||||
| Other Expense (income) | ||||||||
| Changes in fair value of contingent consideration | (604,123 | ) | - | |||||
| Interest expense, net | 814,727 | 333,759 | ||||||
| Change in fair value of preferred stock embedded derivative liability | 456,325 | - | ||||||
| Loss on debt extinguishment | 438,834 | - | ||||||
| Amortization of commitment fee | 406,250 | 500,000 | ||||||
| Other expense, net | 71,421 | 601 | ||||||
| Total other expense | 1,583,434 | 834,360 | ||||||
| Net Loss from continuing operations before income taxes | (17,590,392 | ) | (7,736,974 | ) | ||||
| Income tax (expense) benefit | - | 54,260 | ||||||
| Net Loss from continuing operations | (17,590,392 | ) | (7,682,714 | ) | ||||
| Discontinued operations (Roost and Rhove) | ||||||||
| Loss from operations of discontinued operations | - | (261,242 | ) | |||||
| Impairment of goodwill and intangible assets of discontinued operations | - | (18,078,393 | ) | |||||
| Loss on discontinued operations | $ | - | $ | (18,339,635 | ) | |||
| Net Loss | $ | (17,590,392 | ) | $ | (26,022,349 | ) | ||
| Less: Net Income Attributable to Non-Controlling Interests | 3,576 | 679 | ||||||
| Net Loss Attributable to Controlling Interests | $ | (17,593,968 | ) | $ | (26,023,028 | ) | ||
| Preferred stock dividends | 122,877 | - | ||||||
| Net Loss Attributable to Common Stockholders | $ | (17,716,854 | ) | $ | (26,023,028 | ) | ||
| Other comprehensive (loss) income | ||||||||
| Foreign currency translation adjustments | (132,900 | ) | 5,011 | |||||
| Total other comprehensive (loss) income | (132,900 | ) | 5,011 | |||||
| Comprehensive Loss Attributable to Controlling Interests | $ | (17,849,745 | ) | $ | (26,018,017 | ) | ||
| Basic loss per share | ||||||||
| Continuing operations | $ | (0.23 | ) | $ | (0.17 | ) | ||
| Discontinued operations | $ | - | $ | (0.41 | ) | |||
| Net Loss per share — basic | $ | (0.23 | ) | $ | (0.58 | ) | ||
| Diluted loss per share | ||||||||
| Continuing operations | $ | (0.23 | ) | $ | (0.17 | ) | ||
| Discontinued operations | $ | - | $ | (0.41 | ) | |||
| Net loss per share — diluted | $ | (0.23 | ) | $ | (0.58 | ) | ||
| Weighted-average outstanding shares — basic | 76,316,926 | 44,631,577 | ||||||
| Weighted-average outstanding shares — diluted | 76,316,926 | 44,631,577 | ||||||
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reAlpha Tech Corp. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| For the Year Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (17,590,392 | ) | $ | (26,022,349 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 543,170 | 466,691 | ||||||
| Impairment of capitalized software | 220,016 | 145,746 | ||||||
| Impairment of goodwill and intangible assets | - | 18,280,947 | ||||||
| Amortization of loan discounts | 545,624 | 181,875 | ||||||
| Common stock issued to non - employee | 2,526 | - | ||||||
| Stock-based compensation - employees | 859,950 | 207,453 | ||||||
| Stock-based compensation - services | - | 108,730 | ||||||
| Change in fair value of contingent consideration | (604,123 | ) | - | |||||
| Loss on extinguishment of debt | 438,834 | - | ||||||
| Change in fair value of preferred stock embedded derivative liability | 456,325 | - | ||||||
| Non-cash commitment fee expenses | 406,250 | 500,000 | ||||||
| Non-cash marketing and advertising | 4,406,571 | - | ||||||
| Non-cash compensation expense - GTG Financial | 106,000 | - | ||||||
| Gain on previously held equity | - | (20,663 | ) | |||||
| Loss (gain) on deconsolidation | (94,071 | ) | - | |||||
| Loss (gain) on sale of fixed assets | 52,858 | 301 | ||||||
| Impairment of equity investments - measurement alternative | 90,000 | - | ||||||
| Loss from equity method investment | 13,354 | - | ||||||
| Interest accretion on deferred consideration - Prevu | 20,404 | - | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | 114,277 | (16,437 | ) | |||||
| Receivable from related parties | 12,873 | (12,873 | ) | |||||
| Prepaid expenses | (187,824 | ) | (56,241 | ) | ||||
| Other current assets | (292,258 | ) | 62,637 | |||||
| Accounts payable | (491,751 | ) | (19,773 | ) | ||||
| Payable to related parties | (3,633 | ) | 58,756 | |||||
| Accrued expenses | (404,876 | ) | (185,118 | ) | ||||
| Deferred revenue | 117,319 | 278,080 | ||||||
| Total adjustments | 6,327,815 | 19,980,111 | ||||||
| Net cash used in operating activities | (11,262,577 | ) | (6,042,238 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Additions to property and equipment | (42,896 | ) | (12,533 | ) | ||||
| Proceeds from sale of properties | - | 293,307 | ||||||
| Cash paid for acquisitions, net of cash acquired | (1,023,053 | ) | (1,268,630 | ) | ||||
| Cash deposited into escrow in connection with acquisitions | (500,000 | ) | - | |||||
| Cash paid for equity method investment | - | (50,000 | ) | |||||
| Cash used for additions to capitalized software | (176,143 | ) | (516,544 | ) | ||||
| Net cash used in investing activities | (1,742,092 | ) | (1,554,400 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of debt | 155,481 | 6,155,539 | ||||||
| Prepayment penalty | (368,769 | ) | - | |||||
| Proceeds from issuance of common stock | 25,566,385 | - | ||||||
| Payments of debt | (5,623,196 | ) | (1,164,241 | ) | ||||
| Contingent consideration paid-reAlpha Nepal | (137,000 | ) | - | |||||
| Payment of commitment fee | (1,000,000 | ) | - | |||||
| Deferred financing cost | - | (727,500 | ) | |||||
| Equity issuance expenses | (941,742 | ) | - | |||||
| Net cash provided by financing activities | 17,651,159 | 4,263,798 | ||||||
| Net increase in cash | 4,646,490 | (3,332,840 | ) | |||||
| Effect of exchange rate changes on cash | 13,509 | - | ||||||
| Cash - Beginning of Period | 3,123,530 | 6,456,370 | ||||||
| Cash - End of Period | $ | 7,783,529 | $ | 3,123,530 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Interest expense | $ | (468,726 | ) | $ | (58,897 | ) | ||
| Noncash Investing and Financing Activities: | ||||||||
| Preferred stock issuance - MMC transaction | 5,000,000 | - | ||||||
| Non-cash conversion of debt to equity - Streeterville Capital, LLC | 740,064 | - | ||||||
| Issuance of common stock - Prevu | 1,350,000 | - | ||||||
| Issuance of common stock - AiChat | 180,525 | - | ||||||
| Issuance of warrants to placement agents in connection with equity offerings | 299,768 | - | ||||||
| Deferred consideration - Prevu | 2,327,187 | - | ||||||
7
Non-U.S. GAAP Financial Measures
To supplement our financial information presented in accordance with U.S. GAAP, we believe “Adjusted EBITDA,” a “non-U.S. GAAP financial measure,” as such term is defined under the rules of the SEC, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-U.S. GAAP financial measure may be helpful to investors because it provides consistency and comparability with past financial performance. However, this non-U.S. GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in our industry, may calculate a similarly titled non-U.S. GAAP measure differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of this non-U.S. GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-U.S. GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure, and not to rely on any single financial measure to evaluate our business.
We use Adjusted EBITDA, a non-U.S. GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies. We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, changes in fair value of contingent consideration and preferred stock, share-based compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations. We believe this measure provides useful insight into our ongoing performance; however, it should not be considered a substitute for, or superior to, net income or other financial information prepared in accordance with U.S. GAAP.
The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below:
| Year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | (17,590,392 | ) | $ | (26,022,349 | ) | ||
| Adjusted to exclude the following | ||||||||
| Depreciation and amortization | 543,170 | 282,095 | ||||||
| Amortization of loan discounts and origination fee (1) | 545,624 | 181,875 | ||||||
| Loss from Discontinued Operations | - | 18,339,635 | ||||||
| Income tax benefit | - | (54,260 | ) | |||||
| Impairment of intangible assets | 220,016 | - | ||||||
| Changes in fair value of contingent consideration (2) | (604,123 | ) | - | |||||
| Change in fair value of preferred stock embedded derivative liability(3) | 456,325 | - | ||||||
| Loss on extinguishment of debt | 438,834 | - | ||||||
| Loss (gain) on deconsolidation (4) | (94,071 | ) | - | |||||
| Loss (gain) on equity method investments | 103,354 | (20,663 | ) | |||||
| Interest expense | 394,434 | 333,759 | ||||||
| Non-cash commitment fee expenses (5) | 406,250 | 500,000 | ||||||
| Stock based compensation (6) | 862,476 | 316,183 | ||||||
| Equity offering costs (7) | 490,868 | - | ||||||
| Acquisition-related expenses | 137,771 | 517,251 | ||||||
| Adjusted EBITDA | $ | (13,689,464 | ) | $ | (5,626,474 | ) | ||
| (1) | Represents amortization of all debt issuance costs and original issue discount due to the repayment of the Note (as defined below) issued to Streeterville Capital, LLC (“Streeterville”). |
8
| (2) | Represents remeasurement gains or losses related to the contingent consideration of reAlpha Mortgage. |
| (3) | Represents non-cash remeasurement gains or losses related to the shares of Series A Preferred Stock issued in the MMC transaction. |
| (4) | Represents a gain recognized upon the rescission of the GTG Financial acquisition. |
| (5) | Represents the commitment fee of $1,000,000 incurred in connection with the GEM equity facility, which has been amortized over a period of 24 months, beginning on October 23, 2023. |
| (6) | Represents non-cash stock-based compensation expense associated with shares of common stock issued to consultants ($2,526), shares of common stock issued to employees ($102,880), and restricted stock units (RSUs) granted to executive officers and other eligible employees ($757,071). |
| (7) | Represents legal and professional fees incurred in connection with the issuance of shares of common stock and warrants from our equity offerings and other capital raise transactions. |
9
Exhibit 99.2
1
1 Dear reAlpha Shareholders, Buying a home remains one of the most important financial decisions people make, and often one of the most emotional . Yet the experience remains largely fragmented . Buyers coordinate search, brokerage, financing, and closing across separate companies, each operating on different systems and timelines . Weʼre building a platform that brings these services into one integrated journey, designed to reduce friction and deliver a more consistent experience from search through closing . Our 2025 results reflect that model taking shape . Full - year revenue increased approximately 376 % year over year, alongside increased gross profit and strengthened liquidity . Over the course of the year, we expanded our real estate footprint, deepened mortgage coordination, and invested in the operational infrastructure required to function as a multi - service platform . The work in 2025 wasn't only about growth — it was about building a more connected system capable of compounding value over time . FY 2025 Financial Highlights All figures are approximate and compared to FY 2024 unless otherwise stated ● Revenue increased 376 % to $ 4 . 5 million, compared to $ 0 . 9 million in FY 2024 . The increase was driven primarily by increased revenue from mortgage brokerage transactions from reAlpha Mortgage, subscription fees from AiChatʼs AI conversational technologies, and revenues generated from Prevuʼs real estate services following its acquisition in November 2025 . ● Gross profit increased to $ 2 . 5 million, compared to $ 0 . 6 million in FY 2024 . Gross profit margin decreased from 68 % to 54 % , a decrease of 14 percentage points, primarily reflecting revenue mix and operating costs associated with scaling brokerage and mortgage services . ● Cash and cash equivalents increased 149 % to $ 7 . 8 million as of December 31 , 2025 , compared to $ 3 . 1 million as of December 31 , 2024 . ● Adjusted EBITDA was $ 13 . 7 million, reflecting foundational and strategic investments across the organization to support platform scaling and long - term growth . Key drivers included the expansion of the Company's leadership team and workforce to support multi - state operations ; increased marketing and brand investment, including the utilization of the Mercurius Media marketing credits for branding and promotional campaigns ; professional, legal, and integration costs associated with acquisition and capital markets activity ; continued investment in AI capabilities, enterprise technology tools, and platform infrastructure ; the buildout of mortgage operations leadership and real estate advisory resources ; and the impact of operating expenses from businesses acquired during the year . ● Total Transaction Volume increased 203 % to $ 116 . 1 million, compared to $ 38 . 7 million in FY 2024 . Total Transaction Volume reflects the aggregate dollar value of transactions generated across brokerage, mortgage, and title services during the trailing twelve month period . ● During FY 2025, the Company strengthened its capital structure, generating $17.3 million in proceeds from the exercise of warrants. If exercised, the remainder of the warrants would generate an additional $4.6 million. 2025 Highlights Revenue $ 4.5 M + 376% YoY Growth Total Transaction Volume $ 116.1 M + 203% YoY Growth Gross profit margin 54 % 14 ppt) YoY Cash and cash equivalents $ 7.8 M + 149% YoY Growth Adjusted EBITDA $ 13.7 M 146 % YoY
Q 4 2025 Highlights All figures are approximate and compared to Q 4 2024 unless otherwise stated ; quarterly figures are unaudited ● Revenue increased 70 % year over year to $ 0 . 9 million, compared to $ 0 . 5 million in the Q 4 2024 , driven primarily by increased revenue from mortgage brokerage transactions, subscription fees from AiChatʼs AI conversational technologies, and revenues generated from Prevuʼs realty services following its acquisition . ● Gross profit increased to $ 0 . 6 million, up from $ 0 . 4 million in Q 4 2024 . Gross margin decreased from 69 % to 63 % , a decrease of 6 percentage points, primarily reflecting a higher contribution from real estate and mortgage operations, which carry lower gross margins due to higher direct cost of services compared to AiChat's AI conversational technology services . ● Cash and cash equivalents ended the quarter at approximately $ 7 . 8 million, compared to $ 3 . 1 million in Q 4 2024 , reflecting strengthened liquidity following capital raises and warrant exercises during FY 2025 . ● Adjusted EBITDA was $ 3 . 8 million, compared to $ 2 . 0 million in Q 4 2024 , primarily reflecting the absorption of operating expenses from businesses acquired during the year, use of Mercurius Media marketing credits, continued investment in leadership and workforce expansion, and increased technology spend to support platform growth . ● Net loss was $ 4.8 million, compared to $ 21.0 million in Q4 2024. Building the Integrated Homebuying Platform Weʼre building for buyers who expect responsiveness when timing matters, a coordinated experience from search through closing, and clarity on what theyʼre paying . Real estate, mortgage, and closing are traditionally delivered by separate providers — but buyers experience them as one transaction . The cost of that fragmentation is real . 53 % of Americans say buying a home is more stressful than other major life events including getting married or changing jobs 1 . Fragmented handoffs introduce friction, reduce visibility, and create unnecessary complexity at exactly the moments when precision matters most . Our strategy is to bring these services into one operating system rather than expand isolated features . When real estate, mortgage, and title share context and accountability within a single workflow, execution becomes more consistent, economics improve at scale, and buyers get a cleaner path from search to closing . 2 1 Rate, “ Stress Gap Report ,ˮ national survey of U.S. homeowners and homebuyers, Q4 2024. Q4ʼ25 Highlights Unaudited Revenue $ 0.9 M + 70% YoY Growth Gross profit margin 63 % 6 ppt) YoY Cash and cash equivalents $ 7.8 M + 149% YoY Growth Adjusted EBITDA $ 3.8 M 95 % YoY
3 Expanding Market Coverage and Vertical Integration Prevu was a strategic acquisition that expanded our real estate footprint to 13 active states and Washington, D . C . , including high - demand housing markets such as California and New York . It also added a digital - first model with established homebuyer lead flow and rebate - oriented economics . Real estate brokerage is typically where the buyer relationship begins, and strengthening that entry point increases the number of transactions that originate within our platform . Following the acquisition, we advanced the integration of Prevuʼs real estate operations with reAlpha and expanded the overlap between our real estate and mortgage coverage from three states to eight states . As a result, more of our real estate transactions can now be paired with mortgage services through one coordinated process, giving eligible buyers access to both services . We also offer a commission rebate under which eligible homebuyers may receive up to 1 . 0 % of the purchase price when using our real estate services and an additional rebate of up to 0 . 5 % when bundling mortgage brokering services . This new rebate structure went into effect mid - January 2026 . We advanced the next layer of vertical integration through our definitive agreement to acquire InstaMortgage, which is subject to regulatory approvals and customary closing conditions . If completed, the addition of direct lending capabilities will expand our participation in mortgage economics, increase mortgage availability within our platform, deepen the overlap between real estate and mortgage services, and strengthen coordination across underwriting and closing processes . AI Technology as Operating Leverage Our product roadmap is centered on making the homebuying journey more coordinated and less burdensome for our customers . Technology is foundational to our platform, driving execution quality, operational efficiency, and coordination across both customer - facing and internal workflows . During 2025 , we continued evolving Claire from a conversational interface into a more structured homebuying assistant that helps buyers understand where they are in the process and what comes next . The goal is practical : provide timely guidance, support smoother transitions between steps, and maintain continuity between digital interactions and licensed professionals . Across mortgage operations, we expanded automation through our proprietary AI systems — including our internal Loan Officer Assistant and Engagement Assistant agents — to improve speed - to - lead and document readiness . In February 2026 , we launched the reAlpha Homebuying Hub, a buyer - facing experience designed to bring search, mortgage, and closing milestones into a more connected flow . Together, these efforts are intended to support clearer execution for customers and greater consistency across our teams as we scale . AiChat, our Singapore - based B 2 B conversational AI subsidiary, also grew during the year . While that revenue is not directly tied to home transactions today, we see opportunities over time to apply more of that technology across the reAlpha platform, both internally and to benefit our homebuyers . Capital Discipline and Balance Sheet Simplification Capital structure management was a central focus throughout 2025 . During the year, we repaid the $ 5 . 45 million Streeterville secured promissory note in full, removing parent - level debt and simplifying the balance sheet . That step expanded our financing flexibility going forward . We also strengthened liquidity through equity offerings, warrant - related activity, and at - the - market sales, generating approximately $ 25 . 5 million in gross proceeds during the year . As a result of warrant exercises, total warrants outstanding declined to 9 . 2 million . This significantly reduced warrant overhang and simplified the capital structure . As we are not yet profitable, we expect to continue raising capital to support growth initiatives as we scale the platform . We approach these decisions with a focus on long - term per - share value, thoughtful capital allocation, and
4 balance sheet strength . Elevating reporting transparency and strengthening governance standards remain priorities as we grow . One Operating Model: Leadership and Systems Alignment In 2025 , One reAlpha evolved from a unifying vision into a defined operating standard . We unified mortgage operations under the reAlpha Mortgage brand and advanced alignment of CRM systems and workflow tools across real estate and mortgage functions . These changes support shared accountability, consistent reporting, and clearer execution across services . Today, real estate, mortgage, and title services are increasingly operating within a coordinated framework supported by aligned systems, improved performance visibility, and clearer ownership across teams . As we scale, this integration allows us to measure results more consistently and manage the platform with greater discipline . Leadership alignment progressed alongside this operating model . In February 2026 , we appointed Thomas Kutzman as Chief Financial Officer to oversee financial operations and capital strategy within this integrated structure . Thomas previously served as CEO of reAlpha Realty following our acquisition of Prevu, which he co - founded, and brings institutional capital markets experience from roles at SAC Capital, JPMorgan, Citi, and Jabre Capital Partners . Strong financial oversight, operational coordination, and consistent measurement remain central to how we manage the business going forward . Looking Forward With the platform expanded and the balance sheet strengthened in 2025, 2026 is a year of scaling the platform and building on that momentum. Our objective is to convert the structural progress achieved over the past year into sustained expansion and stronger operating performance across the business. Residential real estate is seasonal, with the spring and early summer months typically representing a meaningful share of annual transaction activity. The operational work completed in late 2025 and early 2026 was designed with that cycle in mind. We enter this homebuying season with greater service overlap, improved coordination across real estate and mortgage, and stronger process visibility than a year ago, positioning us to compete more effectively as activity increases. We are prioritizing three strategic objectives as we move ahead. ● First, expand the markets where buyers can access real estate, mortgage, and title as a single coordinated experience. The fragmentation of these services is one of the primary sources of cost and delay in the traditional model. We are building the alternative — and the more markets we operate in, the more buyers we can serve differently. ● Second, close the gap between search, offer, and closing so that buyers never have to leave the platform, switch lenders, or start over with a new advisor mid - transaction. AI handles the process work — document verification, rate comparison, timeline tracking — so our people can focus on the decisions that require human judgment: the ones where a buyer needs someone who knows what they're doing and is paying attention. ● Third, maintain the capital discipline necessary to fund both organic growth and acquisitions that expand our geographic reach or add capability. We will not grow for its own sake. Each dollar deployed should either bring more buyers onto the platform or make the platform more valuable to the buyers already on it. We will keep our communication grounded in what we have shipped, what we have integrated, and what the financials show. Lastly We believe that the opportunity ahead remains significant. The work required to realize it is deliberate and disciplined.
Coordinating real estate, mortgage, and title into a single operating system while scaling is genuinely hard. No one has done it exactly this way before, and I'm proud of how this team has risen to i t . The homebuyers who chose reAlpha in 2025 trusted us with one of the most consequential decisions of their lives. That responsibility shapes every operational and capital decision we make. To our shareholders, thank you for your continued support and scrutiny. We take seriously the responsibility of deploying your capital thoughtfully and building long - term value through consistent execution. Sincerely, Mike Logozzo Chief Executive Officer 5
6 Use of Non - U.S. GAAP Financial Measures This letter includes Adjusted EBITDA, a financial measure that is not presented in accordance with generally accepted accounting principles in the United States (“U . S . GAAPˮ) and may be different from non - U . S . GAAP financial measures used by other companies . We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, share based compensation, and other non - cash, non - operating, or non - recurring items that we believe are not indicative of our core business operations . We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes . We believe that these non - U . S . GAAP financial measures may be helpful to investors because it provides consistency and comparability with past financial performance . This non - U . S . GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U . S . GAAP . A reconciliation of this non - U . S . GAAP financial measure to the most directly comparable U . S . GAAP measures can be found in the appendix to this presentation and in our public filings with the SEC . About reAlpha Tech Corp. reAlpha Tech Corp . Nasdaq : AIRE is an AI - powered real estate technology company that aims to transform the multi - trillion - dollar U . S . real estate services market . reAlpha is developing an end - to - end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services . With a strategic, acquisition - driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership . For more information, visit www . realpha . com . Forward - looking statements The information in this letter includes “forward - looking statements . ˮ Any statements other than statements of historical fact contained herein, including statements by reAlphaʼs Chief Executive Officer, Mike Logozzo are forward - looking statements . In some cases, you can identify forward - looking statements by terminology such as “mayˮ, “shouldˮ, “couldˮ, “mightˮ, “planˮ, “possibleˮ, “projectˮ, “striveˮ, “budgetˮ, “forecastˮ, “expectˮ, “intendˮ, “willˮ, “estimateˮ, “anticipateˮ, “believeˮ, “predictˮ, “potentialˮ or “continueˮ, or the negatives of these terms or variations of them or similar terminology . Factors that may cause actual results to differ materially from current expectations include, but are not limited to : reAlphaʼs limited operating history and that reAlpha has not yet fully developed its AI - based technologies ; the health of the U . S . residential real estate industry and changes in general economic conditions ; reAlphaʼs ability to pay contractual obligations ; reAlphaʼs liquidity, operating performance, cash flow and ability to secure adequate financing ; reAlphaʼs ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550 (a)( 2 ) and maintain compliance with all Nasdaq listing rules ; reAlphaʼs ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550 (a)( 2 ) ; reAlpha's ability to generate additional sales or revenue from having access to, or obtaining, additional U . S . states brokerage licenses ; whether reAlphaʼs technology and products will be accepted and adopted by its customers and intended users ; reAlphaʼs ability to commercialize its developing AI - based technologies ; reAlphaʼs ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companiesʼ services ; reAlphaʼs ability to successfully enter new geographic markets and to scale its operational capabilities to expand into additional geographic markets and nationally ; the potential loss of key employees of reAlpha and of its subsidiaries ; the outcome of certain outstanding legal proceedings or any legal proceedings that may be instituted against reAlpha ; reAlphaʼs ability to obtain, and maintain, the required licenses to operate in the U . S . states in which it, or its subsidiaries, operate in, or intend to operate in ; the inability to maintain and strengthen reAlphaʼs brand and reputation ; reAlphaʼs ability to enhance its operational efficiency, improve cross - functional coordination and support the reAlpha platformʼs continued growth through the implementation of new internal processes and initiatives, including upgrades thereto ; reAlphaʼs ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally ; any accidents or incidents involving cybersecurity breaches and incidents ; the availability of rebates, which may be limited or restricted by state law ; risks specific to AI - based technologies, including potential inaccuracies, bias, or regulatory restrictions ; risks related to data privacy, including
7 evolving laws and consumer expectations ; the inability to accurately forecast demand for AI - based real estate - focused products ; the inability to execute business objectives and growth strategies successfully or sustain reAlphaʼs growth ; the inability of reAlphaʼs customers to pay for reAlphaʼs services ; reAlphaʼs ability to obtain additional financing or access the capital markets on acceptable terms and conditions in the future ; changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment ; reAlphaʼs ability to effectively compete in the real estate and AI industries ; and other risks and uncertainties indicated in reAlphaʼs filings with the U . S . Securities and Exchange Commission (the “SECˮ) . Forward - looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward - looking statements . Although reAlpha believes that the expectations reflected in the forward - looking statements are reasonable, there can be no assurance that such expectations will prove to be correct . reAlphaʼs future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward - looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward - looking statements . For more information about the factors that could cause such differences, please refer to reAlphaʼs filings with the SEC . Readers are cautioned not to put undue reliance on forward - looking statements, and reAlpha does not undertake any obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law .
8 For the Year Ended December 31, 2024 December 31, 2025 ASSETS Current Assets 3,123,530 7,783,529 $ Cash 182,425 68,148 Accounts receivable, net 12,873 - Receivable from related parties 180,158 961,411 Prepaid expenses 56,931 - Current assets of discontinued operations 487,181 362,293 Other current assets - 600,000 Escrow deposit 4,043,098 9,775,381 $ Total current assets Property and Equipment, at cost 102,638 64,626 $ Property and equipment, net Other Assets 215,000 111,646 Investments 31,250 - Other long - term assets 3,285,406 4,306,553 Intangible assets, net 4,211,166 7,459,125 Goodwill 105,900 - Capitalized software development - work in progress 11,994,458 21,717,331 $ TOTAL ASSETS LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERSʼ EQUITY DEFICIT Current Liabilities 655,765 306,216 $ Accounts payable 9,287 5,654 Related party payables 261,986 86,585 Short term loans - related parties - current portion 519,153 209,601 Short term loans - unrelated parties - current portion 1,164,813 660,577 Accrued expenses 1,255,525 1,960,850 Deferred liabilities - current portion 278,908 396,227 Deferred revenue 4,145,437 3,625,710 $ Total current liabilities Financial Statements reAlpha Tech Corp. and Subsidiaries Consolidated Balance Sheet For the Years Ended December 31, 2025 and 2024
9 - 4,574,980 Preferred stock embedded derivative liability 45,052 - Other long - term loans - related parties - net of current portion 241,121 88,411 Other long - term loans - unrelated parties - net of current portion 4,909,376 - Note payable, net of discount - 561,740 Deferred consideration - net of current portion 1,086,000 344,877 Contingent consideration 10,426,986 9,195,718 $ Total liabilities Mezzanine Equity Redeemable Series A Convertible Preferred Stock, $0.001 par value; - 1,020,377 5 , 000 , 000 shares authorized, of which 1 , 000 , 000 shares are designated as Series A Convertible Preferred Stock ; 250 , 000 and 0 shares issued and outstanding as of December 31 , 2025 and 2024 , respectively . 45,865 131,741 131,740,675 shares outstanding as of December 31, 2025; 200,000,000 shares authorized, 45,864,503 shares outstanding as of December 31, 2024 39,770,060 67,466,893 Additional paid - in capital 38,260,913) 55,980,534) Accumulated deficit 5,011 127,889 ) Accumulated other comprehensive (loss) income 1,560,023 11,490,211 Total stockholdersʼ equity of reAlpha Tech Corp. 7,449 11,025 Non - controlling interests in consolidated entities 1,567,472 11,501,236 Total stockholdersʼ equity 11,994,458 21,717,331 $ TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERSʼ EQUITY Long - Term Liabilities Stockholdersʼ Equity Deficit) Common stock $0.001 par value; 200,000,000 shares authorized,
10 For the Year Ended December 31, 2024 December 31, 2025 948,420 $ 4,518,498 $ Revenues 302,084 2,067,060 Cost of revenues 646,336 2,451,438 Gross Profit Operating Expense 2,841,591 6,506,553 Wages, benefits and payroll taxes 793,004 5,946,514 Marketing and advertising 2,124,946 3,273,947 Professional and legal fees 282,095 543,170 Depreciation and amortization 202,968 220,016 Impairment of capitalized software 1,304,346 1,968,196 Other operating expense 7,548,950 18,458,396 Total operating expense ) 6,902,614 ) 16,006,958 Operating Loss Other Expense (income) - ) 604,123 Changes in fair value of contingent consideration 333,759 814,727 Interest expense, net - 456,325 Change in fair value of preferred stock embedded derivative liability - 438,834 Loss on debt extinguishment 500,000 406,250 Amortization of commitment fee 601 71,421 Other expense, net 834,360 1,583,434 Total other expense ) 7,736,974 ) 17,590,392 Net Loss from continuing operations before income taxes 54,260 - Income tax (expense) benefit ) 7,682,714 ) 17,590,392 Net Loss from continuing operations Discontinued operations Roost and Rhove) ) 261,242 - Loss from operations of discontinued operations ) 18,078,393 - Impairment of goodwill and intangible assets of discontinued operations ) 18,339,635 $ - $ Loss on discontinued operations ) 26,022,349 $ ) 17,590,392 $ Net Loss 679 3,576 Less: Net Income Attributable to Non - Controlling Interests ) 26,023,028 $ ) 17,593,968 $ Net Loss Attributable to Controlling Interests reAlpha Tech Corp. and Subsidiaries Consolidated Statements of Operations and Comprehensive Loss Income For the Years Ended December 31, 2025 and 2024
11 - 122,877 Preferred stock dividends ) 26,023,028 $ ) 17,716,845 $ Net Loss Attributable to Common Stockholders Other comprehensive (loss) income 5,011 ) 132,900 Foreign currency translation adjustments 5,011 ) 132,900 Total other comprehensive (loss) income ) 26,018,017 $ ) 17,849,745 $ Comprehensive Loss Attributable to Controlling Interests Basic loss per share ) 0.17 $ ) 0.23 $ Continuing operations ) 0.41 $ - $ Discontinued operations ) 0.58 $ ) 0.23 $ Net Loss per share — basic Diluted loss per share ) 0.17 $ ) 0.23 $ Continuing operations ) 0.41 $ - $ Discontinued operations ) 0.58 $ ) 0.23 $ Net loss per share — diluted 44,631,577 76,316,926 Weighted - average outstanding shares — basic 44,631,577 76,316,926 Weighted - average outstanding shares — diluted
12 For the Year Ended December 31, 2024 December 31, 2025 Cash Flows from Operating Activities: ) 26,022,349 $ ) 17,590,392 $ Net loss Adjustments to reconcile net loss to net cash used in operating activities: 466,691 543,170 Depreciation and amortization 145,746 220,016 Impairment of capitalized software 18,280,947 - Impairment of goodwill and intangible assets 181,875 545,624 Amortization of loan discounts - 2,526 Common stock issued to non - employee 207,453 859,950 Stock - based compensation - employees 108,730 - Stock - based compensation - services - ) 604,123 Change in fair value of contingent consideration - 438,834 Loss on extinguishment of debt - 456,325 Change in fair value of preferred stock embedded derivative liability 500,000 406,250 Non - cash commitment fee expenses - 4,406,571 Non - cash marketing and advertising - 106,000 Non - cash compensation expense - GTG Financial ) 20,663 - Gain on previously held equity - ) 94,071 Loss (gain) on deconsolidation 301 52,858 Loss (gain) on sale of fixed assets - 90,000 Impairment of equity investments - measurement alternative - 13,354 Loss from equity method investment - 20,404 Interest accretion on deferred consideration - Prevu Changes in operating assets and liabilities ) 16,437 114,277 Accounts receivable ) 12,873 12,873 Receivable from related parties ) 56,241 ) 187,824 Prepaid expenses 62,637 ) 292,258 Other current assets ) 19,773 ) 491,751 Accounts payable 58,756 ) 3,633 Payable to related parties ) 185,118 ) 404,876 Accrued expenses 278,080 117,319 Deferred revenue 19,980,111 6,327,815 Total adjustments ) 6,042,238 ) 11,262,577 Net cash used in operating activities Cash Flows from Investing Activities: ) 12,533 ) 42,896 Additions to property and equipment 293,307 - Proceeds from sale of properties ) 1,268,630 ) 1,023,053 Cash paid for acquisitions, net of cash acquired - ) 500,000 Cash deposited into escrow in connection with acquisitions ) 50,000 - Cash paid for equity method investment ) 516,544 ) 176,143 Cash used for additions to capitalized software ) 1,554,400 ) 1,742,092 Net cash used in investing activities reAlpha Tech Corp. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 and 2024
13 Cash Flows from Financing Activities: 6,155,539 155,481 Proceeds from issuance of debt - ) 368,769 Prepayment penalty - 25,566,385 Proceeds from issuance of common stock ) 1,164,241 ) 5,623,196 Payments of debt - ) 137,000 Contingent consideration paid - reAlpha Nepal - ) 1,000,000 Payment of commitment fee ) 727,500 - Deferred financing cost - ) 941,742 Equity issuance expenses 4,263,798 17,651,159 Net cash provided by financing activities ) 3,332,840 4,646,490 Net increase in cash - 13,509 Effect of exchange rate changes on cash 6,456,370 3,123,530 Cash - Beginning of Period 3,123,530 $ 7,783,529 $ Cash - End of Period Supplemental disclosure of cash flow information ) 58,897 $ ) 468,726 $ Interest expense Noncash Investing and Financing Activities: - 5,000,000 Preferred stock issuance - MMC transaction - 740,064 Non - cash conversion of debt to equity - Streeterville Capital, LLC - 1,350,000 Issuance of common stock - Prevu - 180,525 Issuance of common stock - AiChat - 299,768 Issuance of warrants to placement agents in connection with equity offerings - 2,327,187 Deferred consideration - Prevu
14 Year ended December 31, 2024 2025 $ 26,022,349 $ 17,590,392 Net loss Adjusted to exclude the following 282,095 543,170 Depreciation and amortization 181,875 545,624 Amortization of loan discounts and origination fee(1 18,339,635 - Loss from Discontinued Operations 54,260 - Income tax benefit - 220,016 Impairment of intangible assets - 604,123 Changes in fair value of contingent consideration(2 - 456,325 Change in fair value of preferred stock embedded derivative liability(3 - 438,834 Loss on extinguishment of debt - 94,071 Loss (gain) on deconsolidation(4 20,663 103,354 Loss (gain) on equity method investments 333,759 394,434 Interest expense 500,000 406,250 Non - cash commitment fee expenses 5 316,183 862,476 Stock based compensation 6 - 490,868 Equity offering costs(7 Non - GAAP Financial Measures To supplement our financial information presented in accordance with U . S . GAAP, we believe “Adjusted EBITDA,ˮ a “non - U . S . GAAP financial measure,ˮ as such term is defined under the rules of the SEC, is useful in evaluating our operating performance . We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes . We believe that this non - U . S . GAAP financial measure may be helpful to investors because it provides consistency and comparability with past financial performance . However, this non - U . S . GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U . S . GAAP . In addition, other companies, including companies in our industry, may calculate a similarly titled non - U . S . GAAP measure differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of this non - U . S . GAAP financial measure as a tool for comparison . A reconciliation is provided below for our non - U . S . GAAP financial measure to the most directly comparable financial measure stated in accordance with U . S . GAAP . Investors are encouraged to review the related U . S . GAAP financial measure and the reconciliation of this non - U . S . GAAP financial measure to its most directly comparable U . S . GAAP financial measure, and not to rely on any single financial measure to evaluate our business . We use Adjusted EBITDA, a non - U . S . GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies . We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, changes in fair value of contingent consideration and preferred stock, share - based compensation, and other non - cash, non - operating, or non - recurring items that we believe are not indicative of our core business operations . We believe this measure provides useful insight into our ongoing performance ; however, it should not be considered a substitute for, or superior to, net income or other financial information prepared in accordance with U . S . GAAP . The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below :
15 517,251 137,771 Acquisition - related expenses $ 5,626,474 $ 13,689,464 Adjusted EBITDA 1 Represents amortization of all debt issuance costs and original issue discount due to the repayment of the Note (as defined below) issued to Streeterville Capital, LLC (“Streetervilleˮ). 2 Represents remeasurement gains or losses related to the contingent consideration of reAlpha Mortgage. 3 Represents non - cash remeasurement gains or losses related to the shares of Series A Preferred Stock issued in the MMC transaction. 4 Represents a gain recognized upon the rescission of the GTG Financial acquisition. 5 Represents the commitment fee of $1,000,000 incurred in connection with the GEM equity facility, which has been amortized over a period of 24 months, beginning on October 23, 2023. 6 Represents non - cash stock - based compensation expense associated with shares of common stock issued to consultants $2,526 , shares of common stock issued to employees $102,880 , and restricted stock units RSUs granted to executive officers and other eligible employees $757,071 . 7 Represents legal and professional fees incurred in connection with the issuance of shares of common stock and warrants from our equity offerings and other capital raise transactions.
16
Exhibit 99.3
Reimagining the Path to Homeownership with AI - driven innovation March 2026 Corporate Presentation NASDAQ: AIRE
Disclaimers This presentation is made solely for information purposes and no representation or warranty, express or implied, is made by reAlpha Tech Corp . (“reAlpha,” “we,” “us,” “our,” and, together with our subsidiaries, the “Company”) or any of its representatives as to the information contained in these materials or disclosed during any related presentations or discussions . This presentation also contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , including, without limitation, statements relating to reAlpha’s plans, strategies, objectives, expectations, intentions and adequacy of resources . These forward - looking statements involve known and unknown risks, uncertainties and other factors that may cause reAlpha’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward - looking statements, such as reAlpha’s limited operating history ; the health of the U . S . residential real estate industry and changes in general economic conditions ; reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U . S . states brokerage licenses ; reAlpha’s ability to scale its operational capabilities to expand into additional geographic markets ; reAlpha’s ability to regain compliance with Nasdaq Listing Rule 5550 (a)( 2 ) and maintain compliance with other applicable Nasdaq Listing Rules ; risks specific to artificial intelligence ("AI")based technologies, including potential inaccuracies, bias, or regulatory restrictions ; the availability of rebates, which may be limited or restricted by state law ; reAlpha's ability to integrate the business of its acquired companies into its existing business and the anticipated demand for the services offered by such acquired companies ; reAlpha’s ability to maintain and strengthen its brand and reputation ; reAlpha’s ability to reduce the manual loan processing time and manual effort of its employees through the implementation of its internal AI - powered Loan Officer Assistant ; reAlpha’s ability to improve data accuracy and boost engagement of its brand through its redesigned website ; reAlpha’s ability to enhance its operational efficiency, improve cross - functional coordination and support the reAlpha platform’s continued growth through the implementation of its new processes and initiatives, including upgrades thereto ; reAlpha’s ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally ; reAlpha’s ability to execute business objectives and growth strategies successfully or sustain its growth ; the ability of reAlpha’s customers to pay for reAlpha’s services ; reAlpha’s ability to successfully enter new geographic markets ; reAlpha’s ability to obtain the necessary regulatory and legal approvals to expand into additional U . S . states and maintain, or obtain, brokerage licenses in such states ; reAlpha’s ability to commercialize its developing AI - based technologies ; the potential loss of key employees at reAlpha and its acquired companies including, but not limited to, Naamche, Inc . (“U . S . Naamche”) and Realpha Nepal Pvt . Ltd . (“reAlpha Nepal Pvt Limited,” and together with U . S . Naamche, “reAlpha Nepal”), AiChat Pte . Ltd . , Hyperfast Title LLC, and Debt Does Deals, LLC (f/k/a Be My Neighbor) (“reAlpha Mortgage”) ; changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, the impact of the regulatory environment and complexities with compliance related to such environment and other risks and uncertainties further described in reAlpha's periodic reports filed with the Securities and Exchange Commission ("SEC"), including the Annual Report on Form 10 - K for the period ended December 31 , 2025 , and other filings that may be filed with the SEC from time to time . Nothing contained herein is, or should be relied on as, a promise or representation as to the future . The information in this presentation shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction, including India, in which such offer, solicitation or sale would require preparation of a prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction . 2 We caution you not to place undue reliance on any forward - looking statements, which speak only as of the date of this presentation. We undertake no obligation to update any forward - looking statements to reflect events or circumstances after the date of this presentation, except as required by law. Use of Non - U . S . GAAP Financial Measures This presentation includes Adjusted EBITDA, a financial measure that is not presented in accordance with generally accepted accounting principles in the United States (“U . S . GAAP”) and may be different from non - U . S . GAAP financial measures used by other companies . We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, share - based compensation, and other non - cash, non - operating, or non - recurring items that we believe are not indicative of our core business operations . We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes . We believe that this non - U . S . GAAP financial measures may be helpful to investors because it provides consistency and comparability with past financial performance . This non - U . S . GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U . S . GAAP . A reconciliation of this non - U . S . GAAP financial measure to the most directly comparable U . S . GAAP measures can be found in the appendix to this presentation and in our public filings with the SEC . Trademarks This presentation includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. Use of AI Images on this presentation may be produced using AI. These AI - generated images are for illustrative purposes only and may not represent actual events or entities. Industry and Market Data This presentation contains information obtained from third - party sources, including industry publications, market research, and other publicly available data . While we believe such third - party sources to be reliable as of the date of this presentation, we have not independently verified the accuracy or completeness of any such information . Additionally, information contained in this presentation concerning our industry is also based on management’s good faith estimates, which estimates are derived from management’s knowledge of the industry and publicly available information released by third - party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets . Similarly, we believe our internal research is reliable, however, such research has not been verified by any independent sources .
Executive Summary reAlpha is building a next - generation, vertically integrated real estate technology company that leverages AI to streamline and monetize the full home buying and selling journey 3 By unifying Real Estate, Mortgage, and Title services into a single platform, reAlpha is able to capture value across the entire home purchase process 1 Focused on optimizing the entire transaction process, reAlpha aims to deliver superior customer value through automation and integration The “commission rebate at closing” model is designed to boost user adoption and cross - service utilization by offering tangible savings to homebuyers With an underlying tech platform purposefully designed for homebuyers underpinning the product and operations, reAlpha is focused on delivering a fully - integrated, AI - powered customer experience 1 As of March 3, 2026, reAlpha holds real estate brokerage licenses in 13 U.S. states and Washington, D.C., mortgage brokerage licenses in 31 U.S. states, and title agency licenses in 3 U.S. states. All three services (Real Estate, Mortgage, and Title) are currently available on the reAlpha platform in Florida and Virginia; two of the three services are available in eight additional U.S. states; and at least one homebuying service is available in 35 U.S. states and Washington, D.C. Full - Stack Revenue Model Efficiency & Value at Every Step Consumer Savings Drive Engagement Purpose - Built, AI - Powered Tech Platform
Investment Highlights Massive $3 Trillion+ Market, Purpose - Built for the Modern Homebuyer reAlpha is targeting the multi - trillion - dollar 1 opportunity across real estate, mortgage, and title with a tech - first model designed for scalability, efficiency, and cross - vertical revenue generation 1 Monetization of the Full Transaction Unlike traditional brokerages, reAlpha expects to unlock greater revenue potential from each customer by driving multiple revenue streams across the entire home purchase process, from Real Estate to Mortgage to Title 2 Scale Through Organic Growth and Strategic Acquisitions Real Estate and Mortgage licensing expansion, combined with prior targeted, accretive acquisitions, have expanded reAlpha’s capabilities, reach, and revenue, which drove a 376% year - over - year revenue increase in FY 2025 3 Stronger Balance Sheet Provides Foundation for Future Growth The July 2025 repayment of the secured promissory note simplified reAlpha’s capital structure, better positioning reAlpha for continued product development and market expansion 4 4 1 Refers to sum of the U.S. Housing Market, U.S. Mortgage Origination Market, and U.S. Title Insurance Market. U.S. Housing Market data sourced from Re dfin a nd Cl ever Real Estate [4. 1] ; U.S. Mortgage Origination Market sourced from Trading Economics and Consumer Affair [ 4.2] and includes refinances; U.S. Title Insurance Market sourced from IB ISWorld fo r calendar year 2025 Execution Backed by Experience Leadership team has deep expertise in technology, finance, and real estate, and has a track record of leading complex integrations and building high - performing, customer - focused operations 5
$3.4 Trillion U.S. Real Estate Market Represents Significant Opportunity 5 U.S. Housing Market ~$85B Total Commissions Paid (2025) U.S. Housing Market data sourced from Redfin and Clever Real Estate [4.1] $1.5T Total Home Transactions Value ~$21B Total Mortgage Broker Commissions $1.9T Total Value of Mortgages Originated ~$17.1B Total Title Insurance Revenue U.S. Mortgage Origination Market U.S. Title Insurance Market U.S. Title Insurance Market sourced from I BISWorld for calendar year 2025 U.S. Mortgage Origination Market sourced from T rading Economics and Consumer Affair [4.2] and includes refinances $3.4T is the sum of the Total Home Transactions Value and the Total Value of Mortgage Originated
Homebuying Today: Costly, Complex, and Fragmented Many Costs and a Complex Process Numerous Fees are Standard • Consumers aren't financially rewarded when using standalone services in the homebuying process and pay a fee for each service • Buyers often assume commissions are paid by the seller, but in reality, they are usually built into the home price 1 Slow and Complex • We believe the customer experience is inefficient and overcomplicated by a lack of integration that increases time (4 - 8 weeks) 2 for a home loan and effort • The industry suffers from a lack of automation with incumbents slow to adapt and constrained by outdated business models and technology Fragmented Operations • Consumers must coordinate across multiple vendors: real estate, mortgage, title and more Traditional Market Not Up to the Task 6 1 Data sourced from I nvestopedia $ $ $ $ $ $ $ $ Closing 2 Data sourced from Redfin
SECURITIES BROKER Order routing, data subscriptions and bid/ask spreads $68.5B ADVERTISING Algorithm - driven personalized advertising $3.7T TRAVEL Merchant model, bundling trips and trip insurance $26.4B Analogous Industries Disrupted by Tech - Driven Innovations Industry Company New Revenue Model Market Capitalization 7 ...why not real estate? Market capitalizations are in USD and reflect values as of March 3, 2026, on Yahoo Finance. All product names, logos and brands are property of their respective owners.
reAlpha: Reimagining the Path to Homeownership A Unified Platform Powered by AI and backed by Human Expertise 8 AI Automation Data Science + Human Expertise Consumer - Aligned Pricing Model 1 “Commission rebate at closing” approach rewards homebuyers who use multiple services on the reAlpha platform. It aims to maximize consumer value while aligning incentives and increasing monetization opportunities 2 AI - Driven Customer Experience Claire , reAlpha’s proprietary AI assistant, delivers always - on guidance, handling search, education, and transaction support in real time. This is expected to improve efficiency, reduce friction, and scale far beyond what traditional agents can provide More Seamless Vertically Integrated Platform 3 reAlpha owns and operates across real estate, mortgage and title, unlocking the full - stack revenue, streamlining the customer experience, and reducing handoffs through automation and optimized operations Scalable, Tech - Enabled Operations 4 A blend of proprietary AI systems and distributed service teams enables reAlpha to support growth efficiently and maintain high service standards, with the goal of increasing profit margins as volume scales Closing
End - to - End Homebuying Platform Unifies Key Services 9 Mortgage Real Estate Title & Closing 1 As of March 3 , 2026 , reAlpha holds real estate brokerage licenses in 13 U . S . states and Washington, D . C . , mortgage brokerage licenses in 31 U . S . states, and title agency licenses in 3 U . S . states . All three services (Realty, Mortgage, and Title) are currently available on the reAlpha platform in Florida and Virginia ; two of the three services are available in eight additional U . S . states ; and at least one homebuying service is available in 35 U . S . states and Washington, D . C .
AI agent on standby 24/7 provides homebuyer education and 24/7 transaction support The End - to - End Real Estate Platform 10 Mortgage built - in so homebuyers can move from offer to closing seamlessly Rebate at closing designed to incentivize consumer adoption of reAlpha services Licensed agents provide expert support on a no - obligation basis
Commission Rebate Program Makes Homebuying More Affordable and Accessible 11 Real Estate + Mortgage Real Estate only up to 1.5% of home purchase price back at closing up to 1% of home purchase price back at closing Commission Rebate at Closing Not using reAlpha No Commission Rebate to Homebuyer reAlpha increases homebuyers' purchasing power: Commission rebate of up to 1.5% 1 of home purchase price aims to boost purchasing power by increasing down payment, covering closing costs, and/or lowering interest rate Bundle and save approach is intended to generate homebuyer savings and increase the incentive to use multiple reAlpha products Integration with title company for ease and time savings Integration with mortgage broker gives access to 100 + lenders 2 for lower costs, a more customized mortgage, and quicker closings 1 Subject to retained minimums based on home price, services used, and market dynamics 2 Refers to service offering in 31 states provided by reAlpha Mortgage 3 Homebuyers who purchased a home with reAlpha Realty, LLC, Prevu Real Estate LLC, or Prevu Real Estate, Inc., licensed real estate brokerages, in 2025 received a median rebate of $10,450 . Estimated savings are illustrative and may not be representative of actual customer savings. Actual savings will vary by customer and are not guaranteed Average Customer Savings: ~$10,000 3
12 A Homeownership Success Story Utilizing reAlpha’s Full Service Platform Verified Customer $860K Quadplex in Melbourne, FL <$11K cash - to - close 40 - day close | VA Loan • Leveraged reAlpha’s commission rebate and VA benefits to reduce upfront costs • Managed transaction through reAlpha’s platform across Real Estate, Mortgage, and Title services • Efficient transaction timeline enabled by coordination and automation across the reAlpha platform • A low down payment VA loan, coupled with reAlpha’s commission rebate, allowed the customer to purchase a cash - flow generating multifamily asset with appreciation potential “[The] best way to buy your first/next single or multi - unit properties is by using reAlpha Realty, LLC… [My agent] made sure I had all the help and assistance I needed from beginning to the end of the buying process”
Mortgage Division Delivering Strong Growth and High Customer Satisfaction 13 $652MM Total Loan Volume 1,965 Total Loans Closed $332K Avg Loan Amount 4.9/5 Google Reviews Loan Types Formerly Be My Neighbor Mortgage. Data reflects activity from 2022 to December 2025, sourced internally from operational records. reAlpha completed the acquisition of reAlpha Mortgage in September 2024. All financial data from 2022 through December 2025; total Google reviews received for reAlpha Mortgage as of February 27, 2026. Results to - date may not be indicative of future results.
Delivering Comprehensive Title Services Client - Focused and Technology - Driven Delivers comprehensive, digital title services to meet the dynamic needs of reAlpha homebuyers Reliable and Secure By collaborating with underwriters, reAlpha offers customers protection against title defects. Security systems are regularly updated and certified by independent security experts Best Practices Compliance Committed to ongoing compliance with industry best practices, maintaining the highest standards in all our operations 14 reAlpha is pursuing partnerships to expand title offering into new geographic markets, with the aim of offering title services nationwide Title Insurance Residential Closing Services Escrow Services Comprehensive Title Services
Innovative Revenue Model Unlocks Value Across the Homebuying Journey reAlpha generates revenue from closing costs and services beyond the home purchase [15.1] 1 Estimated customer revenue for realty services is based on the following assumptions: $446,000 median house price (as of June 2025; R edfin ), a 2.4% buyer’s agent commission (as of Q2 - 2025; Re dfin ); and revenue net of commission rebate at closing (assuming customer uses all three reAlpha services and qualifies for a 75% rebate). 2 Estimated customer revenue for mortgage services is based on the following assumptions: a median sale price of $446,000 (as of June 2025; R edfin ) with an 18% down payment (2024 median; Ne rdWallet) payment and a loan amount of $365,720. Revenue is based on an average commission of 2.12% of the loan amount, which represents the average commission charged on the loan amount received by reAlpha 3 Estimated customer revenue for title services is based on the following assumptions: a 0.5% of home purchase price as title fees ( A nytime Estimate ), 0.5% of the home purchase price as title insurance premium ( Anytime Estimate ) and a 70% retention rate ( F ederal Title s Escrow Company ). 4 Current offering in nine states ( Detailed availability ); 5 Current offering in 31 states ( D etailed availability ) 6 Current offering in Florida, Tennessee, and Virginia Estimated Revenue Potential per Customer: $18,250 Mortgage Brokering Helping homebuyers find a mortgage that fits their unique situation Current Offering 5 Est Revenue per Customer: 2 $8,250 Realty Services Providing 24/7 AI - assisted real estate support and expert backup, from search, to showing, to offer and close Est Revenue per Customer: 1 $5,000 Current Offering 4 Title Services Verifying title/ownership history and insurance to cover future claims or liens Current Offering 6 Est Revenue per Customer: 3 $5,000 Post - Closing Services Managing the moving process, utility setup and monitoring of neighborhood values and taxes [15.2] Future Offering 15
Prevu: Technology - Driven Real Estate Brokerage Residential real estate brokerage offering buyers a commission rebate through a fully digital homebuying platform Strategic Acquisition Strengthens reAlpha’s AI - Driven Realty Platform Expands Realty Footprint Market - Tested Rebate Model Enhances Platform Automation 16
Prevu Business Overview: Fully Integratable into reAlpha’s Full Stack Model 1 U.S. Census Bureau, Population Division – Annual Estimates of the Resident Population for States and D.C., July 1, 2024 (Vintage 2024) Market Coverage Key Metrics ⟶ Founded in 2017 ⟶ 1270 total homes sold ⟶ $1.5M 2025 estimated revenue ⟶ 9 agents Business Highlights Proven Rebate Model 12 States + DC Market - tested commission rebate structure with demonstrated buyer adoption 1 Agent Operating Platform Proprietary back - end technology that enables agents to manage high transaction volumes efficiently 2 High - Value Market Focus Operational focus on large metro markets with higher average home prices 3 52% U.S. Population Coverage 1 Regulatory coverage across 12 states and DC, covering more than half of of the U.S. population 4 17
Acquire regulatory infrastructure, expanding realty footprint from 3 to 13 markets, and financially accretive transaction flow to drive growth Immediate Multi - State Market Entry and Transaction Flow Combine digital platform with Claire (AI homebuying concierge) to further reduce friction and elevate the homebuyer experience Complementary Technology & User Experience Platforms Unlock cross - sell opportunities across mortgage and title services to deepen engagement and increase revenue per client Cross - Selling Synergies Across Mortgage and Title Realize cost and operational synergies across marketing, tech, and admin to improve the combined company’s profitability trajectory Cost Synergies Supporting Profitability Synergistic Platform Expected to Accelerate Path to Profitability Scale Differentiation Revenue Lift Margin Expansion 18
Geographic Footprint Expansion • reAlpha’s goal is to continue expanding to additional states and add Realty and Mortgage licenses to the portfolio Service Expansion • Increase services where reAlpha does not have a full suite of homebuying services in place • Attract service partners to reAlpha’s vertically - integrated ecosystem Market Share Penetration • Build a larger network of service personnel through agent recruitment strategies and acquisitions • Offer a more affordable, streamlined experience that generates organic customer interest • Implement AI - driven tech - enabled processes that increase transaction capacity for service personnel Present in 35 states and D.C. as of March 3, 2026 Prevu Acquisition and Strategic License Expansion Will Open New Markets and Drive Scale 19
20 Multi - Channel Go - to - Market Strategy Fuels Lead Acquisition through Real Estate and Mortgage 1 Brand investment enabled through Mecurius Media Capital LP media - for - equity investment 2 In states where multiple services are available, such as Florida, Georgia, and Texas Integrated digital experience across Real Estate and Mortgage designed to improve conversion Brand 1 Paid Social Paid Search Blog content optimized for AEO Organic Search Agents drive Loan Officers generate direct leads referral business Self - Generated Lead exchange between Real Estate G Mortgage 2 Mortgage Real Estate
Momentum Accelerating Across the Business 21 Acquired Prevu to Expand Real Estate Footprint Expanded digital brokerage presence to 13 states and Washington, D.C., accelerating national growth Signed Definitive Agreement to Acquire InstaMortgage Entered agreement to expand mortgage footprint to nine additional states and add direct lending capabilities Launched Homebuying Hub Introduced a centralized platform to coordinate the homebuying journey across search, financing, and closing Launched Internal AI - Powered Engagement Assistant Improved mortgage operations with AI - driven workflow to strengthen top - of - funnel conversion performance Appointed Kutzman CFO of reAlpha Appointed Thomas Kutzman as Chief Financial Officer to oversee financial operations, capital strategy, and key corporate functions Launched National Loan Officer Recruitment Program Implemented RSU - based incentives to attract high - producing mortgage professionals Strategic Progress Since Last Quarter
70% $895K REVENUE YoY 54% YoY $561K GROSS PROFIT (6 ppt) 63% GROSS PROFIT MARGIN YoY (95%) ($3,848K) ADJUSTED EBITDA YoY Financial Highlights 22 Q4 2025 RESULTS 1 YoY represents a comparison against the same period in the prior year (Q4 ‘24 vs Q4 ‘25) 1 Results for the periods presented include the operations of GTG Financial, which acquisition was completed on February 20, 2025 and subsequently rescinded on August 21, 2025. Following August 21, 2025, GTG Financial was no longer a subsidiary of reAlpha and its results of operations are only included through August 21, 2025.
376% $4,518K REVENUE YoY (14 ppt) YoY 54% GROSS PROFIT MARGIN 149% $7,784K CASH YoY (146%) ($13,689K) ADJUSTED EBITDA YoY Financial Highlights 23 FY 2025 RESULTS 1 YoY represents a comparison against the same period in the prior year (FY ‘24 vs FY ‘25) 1 Results for the periods presented include the operations of GTG Financial, which acquisition was completed on February 20, 2025 and subsequently rescinded on August 21, 2025. Following August 21, 2025, GTG Financial was no longer a subsidiary of reAlpha and its results of operations are only included through August 21, 2025. TRANSACTION VOLUME $116M The aggregate dollar value of transactions generated across brokerage, mortgage, and title services during the trailing twelve month period
Expand Service Offerings • Accelerate state licensing expansion across Realty, Mortgage, and Title • Build out correspondent lending to improve mortgage funding options • Continue strategic acquisitions of service companies Strategic Roadmap to Drive Growth and Operational Excellence Increase Funnel Conversion • Enhance product and service features to increase pull - through from web traffic • Increase service upsell rate by leveraging tiered commission rebates • Continue to onboard experienced, top performing loan officers Continue Investment in AI & Automation • Continue to expand AI Loan Officer Assistant to further speed processing • Launch new proprietary AI features to streamline homebuyer experience • Automate routine operational workflows Maintain Focus on Operational Efficiency • Maintain active management of vendor costs and overhead • Plan and execute strategic capital raises for growth investment • Deepen integration across Realty, Mortgage, and Title to accelerate closings and increase cost savings Diversify Customer Acquisition Channels • Increase spending in proven lead generation channels • Pilot new channels to broaden reach • Maximize remaining Mercurius brand marketing investment 24
NASDAQ: AIRE Email InvestorRelations@realpha.com Phone +1 707 - 732 - 5742 ext 2 Corporate 6515 Longshore Loop, Suite 100, Dublin, OH 43017 525 Washington Blvd, Suite 300, Jersey City, NJ 07310 Realty 1560 Sawgrass Corporate Parkway, Suite 455, Sunrise, FL, 33323 Mortgage 305 W Woodard St, Suite 220, Denison, TX 75020 Prevu 110 E 25th St, New York, NY 10010
Endnotes 26 Notes to Page 4 – Investment Highlights and Page 5 – $3.4 Trillion U.S. Real Estate Market Represents Significant Opportunity [4.1] Redfin Data Center. "Monthly Housing Market Data from January 2025 - December 2025." Redfin, [URL: https:// www.redfin.com/news/data - center/ ] . Based on the total 2025 U.S. Housing Market value of approximately $1.5 trillion (sum of total value of homes sold in all 50 states), and an average combined buyer and seller agent commission rate of 5.70% in 2025 from Clever Real Estate. "Average Real Estate Agent Commission Rates (2026 Survey)" Yahoo Finance, [URL: http://listwithclever.com/average - real - estate - commission - rate/ ] [4.2] Total Value of Mortgages Originated from Trading Economics. “United State Mortgage Originations” (URL: https://tradingeconomics.com/united - states/mortgage - originations ). Sum of all 2025 quarters to represent calendar year 2025. Total Value of Mortgage Originated includes refinances. Average of 1 - 2% commission rate sourced from Consumer Affairs. “How Much Do Mortgage Brokers Make?” (URL: https:// www.consumeraffairs.com/finance/how - much - do - mortgage - brokers - make.html ). We have assumed a 1.1% average commission rate on the total value of mortgages originated to derive the total mortgage broker commissions presented in the graphic. Notes to Page 15 – Innovative Revenue Model Unlocks Value Across the Homebuying Journey [15.1] Revenue will vary per transaction based on various factors such as, but not limited to: home price, transaction term, down payment percentage, mortgage usage and market conditions. [15.2] While we have acquired title service and mortgage brokerage companies, we anticipate that we will be able to capture additional revenue if we expand our offerings with additional services. However, there is no guarantee that we will proceed with further acquisitions or provide additional services.
Non - U.S. GAAP Reconciliation The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented in this presentation: 27 (1) Represents amortization of all debt issuance costs and original issue discount due to the repayment of the Note (as defined below) issued to Streeterville Capital, LLC (“Streeterville”). (2) Represents remeasurement gains or losses related to the contingent consideration of reAlpha Mortgage. (3) Represents non - cash remeasurement gains or losses related to the shares of Series A Preferred Stock issued in the MMC transaction. (4) Represents a gain recognized upon the rescission of the GTG Financial acquisition. (5) Represents the commitment fee of $1,000,000 incurred in connection with the GEM equity facility, which has been amortized over a period of 24 months, beginning on October 23, 2023. (6) Represents non - cash stock - based compensation expense associated with shares of common stock issued to consultants ($2,526), shares of common stock issued to employees ($102,880), and restricted stock units (RSUs) granted to executive officers and other eligible employees ($757,071). (7) Represents legal and professional fees incurred in connection with the issuance of shares of common stock and warrants from our equity offerings and other capital raise transactions. Year ended December 31 2024 2025 ($26,022,349) ($17,590,392) Net loss Adjusted to exclude the following: $282,095 $543,170 Depreciation and amortization $181,875 $545,624 Amortization of loan discounts and origination fee (1) $18,339,635 - Loss from Discontinued Operations ($54,260) - Income tax benefit - $220,016 Impairment of intangible assets - ($604,123) Changes in fair value of contingent consideration (2) - $456,325 Change in fair value of preferred stock embedded derivative liability (3) - $438,834 Loss on extinguishment of debt - ($94,071) Loss (gain) on deconsolidation (4) ($20,663) $103,354 Loss (gain) on equity method investments $333,759 $394,434 Interest expense $500,000 $406,250 Non - cash commitment fee expenses (5) $316,183 $862,476 Stock based compensation (6) - $490,868 Equity offering costs (7) $517,251 $137,771 Acquisition - related expenses ($5,626,474) ($13,689,464) Adjusted EBITDA
Planned Acquisitions Showings Mortgage Post - closing Services 28 Completed Acquisitions Technology - driven real estate brokerage Mortgage brokerage services in 31 states; formerly known as Be My Neighbor AI - powered chatbot in 270+ languages Title insurance and settlement services in 3 states (controlling interest) In - house AI development studio; formerly known as Naamche
Jamie Cavanaugh CEO, reAlpha Mortgage Jamie is a seasoned mortgage executive with expertise leading strategy, growth, and operations. She has held senior roles at Amerifund Home Loans, Prospect Mortgage, and Bank of America. She is a licensed California Real Estate Broker and has been a Mortgage Loan Originator since 2001. Cristol Rippe CMO, reAlpha Tech Corp. Cristol is a proven marketing executive with a track record of building high - velocity brands in fintech and proptech. She led marketing through Root Insurance’s IPO, and held senior marketing roles at Landed, 2Checkout, and Abbott Nutrition. Leadership Team Mike Logozzo CEO, reAlpha Tech Corp. Mike is an experienced leader with a strong background in financial services, innovation, and operations. Previously, he held senior roles at BMW Financial Services managing a large portfolio and at L Marks, driving innovation for global enterprises. 29 Vijay Rathna CTO, reAlpha Tech Corp. Vijay is an experienced technology leader with over 20 years in software engineering, AI, and enterprise innovation. He previously served as SVP of Innovation and Development at Coretelligent, where he led advanced AI initiatives and enterprise platform development. Thomas Kutzman CFO, reAlpha Tech Corp Thomas is a growth - minded executive with a focus on financial markets and real estate technology. He has more than a decade of capital markets experience, as well as strong operating experience. He most recently co - founded digital homebuying startup Prevu, where he served as CEO.
Board of Directors Prabhu Antony Board Member • Founder and CIO of Scieniti • Former Oracle Corporate Development; $10B+ in cross - border MsA • Alumni of Stanford GSB and Wharton Balaji Swaminathan Chairman, Audit Committee • Founder and CEO of SAIML Private Ltd • Former President of Westpac Banking Corp. • Former Vice Chairman and MD, Global Corporate and Investment Banking, for Bank of America Merrill Lynch Giri Devanur Executive Chairman • Entrepreneur with Nasdaq IPO experience • EY Entrepreneur of the Year (2017) Dimitrios Angelis Chairman, Corporate Governance s Compensation Committees • Board Director of a publicly listed company • Co - founder of several startups, including Sparta Biomedical • Managing Partner at Pharma Tech LLC Mike Logozzo CEO, reAlpha Tech Corp. • CEO since June 2025; previously served as COO, President, and CFO • 18 - year leadership tenure at BMW Financial Services (Americas s Munich) • Former Managing Director, Americas at L Marks 30
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