reAlpha Tech Corp. 8-K Filings

reAlpha Tech Corp. (AIRE) disclosed that on April 23, 2026, its compensation committee approved a structured program of annual restricted stock unit grants for fiscal year 2026 under the 2022 Equity Incentive Plan. Each RSU represents one share of common stock issued upon vesting and settlement.

The RSU grants cover executive officers and certain other employees, with quarterly grant-date values for executives of $62,500 for Executive Chairman Giri Devanur, $75,000 for CEO and President Michael J. Logozzo, and $68,750 for CFO Thomas J. Kutzman Jr., each equal to 25% of base salary. For each fiscal quarter, the number of RSUs equals the applicable dollar amount divided by the volume‑weighted average closing price over the 10 trading days ending on the grant date, which is 30 days after quarter end.

For each quarterly grant, 50% of the RSUs vest 12 months after the grant date and the remaining 50% vest in four equal quarterly installments over the following 12 months, subject to continuous service; unvested RSUs are forfeited upon separation. The company notes the 8‑K was filed inadvertently late and references its standard RSU award agreement previously filed as an exhibit.

reAlpha Tech Corp. (AIRE) completed its acquisition of InstaMortgage Inc. on August 19, 2026 under an Amended and Restated Merger Agreement. The Stockholders of InstaMortgage are entitled to an Aggregate Merger Consideration of $8,500,000, subject to closing adjustments.

The package includes $500,000 in cash at closing, $1,500,000 in common stock (119,903 shares valued at a VWAP of $12.51), and $6,500,000 in bi-annual installments over three years, payable in cash or stock at the company’s discretion, with at least $1,500,000 of these installments in cash. All merger-related shares are restricted from transfer for six months after issuance and, for Nasdaq Listing Rule 5635 compliance, total issuable shares are capped at 1,176,267 shares (19.99% of pre-transaction outstanding) and 4.99% beneficial ownership per Stockholder without further approvals.

reAlpha and InstaMortgage waived the closing condition tied to two outstanding state regulatory approvals. Those two states represented 0.82% and 20.49% of InstaMortgage’s loan origination volume for the six months ended June 30, 2026, and 1.93% and 22.59% for 2025. reAlpha discloses that delayed or denied approvals, or findings regarding closing before approval, could lead to fines, business restrictions, or cessation of operations in one or both states, which could materially and adversely affect its business and results.

reAlpha Tech Corp. (symbol: AIRE) is the issuer of record for a Form 8-K filing submitted to the SEC.

reAlpha Tech Corp., an AI-powered real estate technology company, reported second-quarter 2026 results showing higher efficiency but continuing losses. For the quarter ended June 30, 2026, revenue was $1.11 million compared with $1.25 million a year earlier, while gross margin expanded to 66%. Total transaction volume over the trailing twelve months rose 70% to $150.4 million, reflecting expansion of reAlpha Mortgage and the broader footprint following the Prevu acquisition.

Operating expenses declined approximately 23% year-over-year, contributing to a narrower quarterly net loss of $3.05 million versus $4.82 million in 2025. For the first half of 2026, net loss was $7.39 million and Adjusted EBITDA was $(6.06) million. Cash fell to $2.23 million at June 30, 2026 from $7.78 million at year-end 2025, and total stockholders’ equity declined to $5.58 million from $11.50 million. Management emphasized restructuring actions, cost controls, and an upcoming InstaMortgage acquisition as part of a strategy to build a leaner, more focused, vertically integrated real estate services platform.

reAlpha Tech Corp. issued 426,848 shares of Common Stock at a value of $1.4466 per share to certain former Prevu, Inc. stockholders to satisfy the August 1, 2026 Additional Payment under their November 2025 Merger Agreement.

The issuance, together with 5,184 Remaining Shares expected once one recipient completes required documentation, represents stock consideration valued at $624,977.49, with a $22.51 cash balance for fractional shares. The unregistered issuance relied on Section 4(a)(2) and/or Rule 506 of Regulation D, with all recipients accredited investors and subject to transfer restrictions. After issuing these shares, excluding the Remaining Shares, reAlpha had 5,861,724 Common shares outstanding.

reAlpha Tech Corp. regained compliance with Nasdaq’s minimum bid price rule, removing an immediate risk to its stock market listing. Nasdaq confirmed that the company’s common stock maintained a closing bid of at least $1.00 per share for 10 consecutive business days from April 30, 2026 through May 13, 2026.

With this confirmation, Nasdaq has closed the matter and reAlpha’s shares will remain listed and continue trading on the Nasdaq Capital Market under the symbol AIRE. The company describes itself as an AI-powered real estate technology platform focused on streamlining U.S. real estate transactions.

reAlpha Tech Corp. is launching a strategic restructuring aimed at cutting costs and supporting its profitability goal. The company plans to reduce its global workforce by about 25%, including roughly 21 full-time employees plus consultants and contractors, and consolidate select vendor relationships.

These actions are expected to generate approximately $2 million in annualized savings from lower personnel expenses, vendor fees and lapsing restricted stock units. reAlpha estimates pre-tax charges of $0.14 million to $0.20 million, mostly in severance and benefits, with some non-cash stock-based costs. The restructuring is expected to be largely complete by the end of the second quarter of 2026, though local legal requirements may push some actions into the third quarter.

reAlpha Tech Corp. is implementing a 1-for-25 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on April 30, 2026. This will reduce outstanding common shares from approximately 134.12 million to about 5.36 million, with no change to authorized shares or par value.

The company states the split is intended to help its stock regain compliance with Nasdaq’s $1.00 minimum bid price requirement and the shares will continue trading under the symbol AIRE with a new CUSIP. Warrants, preferred stock, and equity awards will be proportionately adjusted, and fractional shares will be rounded up to the nearest whole share. An amendment also corrects the Series A Preferred Stock conversion formula so its Conversion Price and conversion share count adjust proportionately in connection with the split.

reAlpha Tech Corp. reported first-quarter 2026 results showing modestly lower revenue but significantly higher operating losses as it scales its platform. Revenue was $841,062 versus $925,635 in Q1 2025, while gross profit increased slightly to $552,265 from $518,667, reflecting improved margins.

Operating expenses nearly doubled to $4,832,923, driven mainly by higher wages, benefits, and marketing, leading to an operating loss of $4,280,658 compared with $2,422,258 a year earlier. Net loss attributable to common stockholders widened to $4,375,623, or $0.03 per share, versus $2,849,942, or $0.06 per share. Adjusted EBITDA was a loss of $3,795,500, compared with a loss of $1,960,997 in Q1 2025.

Cash declined to $4,667,612 at March 31, 2026 from $7,783,529 at December 31, 2025, reflecting operating cash outflows. The company also amended its 2025 Short-Term Incentive Plan, updating performance targets and tying award value to the 10-day volume weighted average price of its common stock.

reAlpha Tech Corp. reported the previously disclosed departure of its Chief Financial Officer, Piyush Phadke, and detailed his separation terms. Under a separation agreement dated March 16, 2026, Mr. Phadke will receive a severance cash payment equal to two months of base salary, totaling $45,833.32, paid over two months starting March 31, 2026.

The company will also accelerate the vesting of 82,539 restricted stock units that were originally scheduled to vest on April 30, 2026. In settlement of these units, reAlpha will issue 82,539 shares of common stock under its effective Form S-8 registration statement within 60 days after his release of claims becomes effective. All of his other unvested equity awards were forfeited and cancelled as of his separation date.

reAlpha Tech Corp. reported sharp top-line growth but continued losses for 2025. Full-year revenue rose 376% to $4.5 million, driven by mortgage brokerage, AI subscription fees and the Prevu real estate acquisition, lifting gross profit to $2.5 million with a 54% margin.

The company posted a net loss of $17.6 million, or $0.23 per basic and diluted share, and Adjusted EBITDA of $(13.7) million after heavy spending on marketing, headcount, technology and integrations. Cash increased to $7.8 million as of December 31, 2025, supported by about $25.5 million of equity-linked financing and repayment of the Streeterville note.

Transaction volume across brokerage, mortgage and title reached $116.1 million, up 203% year over year. Management highlights expanded multi-state licensing, the Prevu acquisition, an agreement to acquire InstaMortgage, and new AI-powered tools and a Homebuying Hub as foundations for scaling its integrated homebuying platform.

reAlpha Tech Corp. reported board and leadership changes and a Nasdaq compliance update. After a prior director resignation left its Audit Committee with only two independent members, the board appointed Prabhu Antony as an independent director and Audit Committee member, and the company believes this restores compliance with Nasdaq’s three‑member audit committee requirement.

The board also appointed Chief Executive Officer Michael J. Logozzo and Mr. Antony as directors to fill vacancies, with Mr. Antony joining the Audit, Compensation, and Nominating and Corporate Governance Committees. The company terminated Chief Financial Officer Piyush Phadke, effective February 25, 2026, and appointed Thomas J. Kutzman Jr. as the new Chief Financial Officer and principal financial and accounting officer, effective the same date. Under his employment agreement, Mr. Kutzman will receive a $275,000 annual base salary and is eligible for an annual cash bonus equal to 66.7% of base salary, plus standard benefits and potential equity awards.

reAlpha Tech Corp. provides preliminary, unaudited figures for the quarter and year ended December 31, 2025. The company estimates total revenue of about $0.8–$1.0 million for the fourth quarter and about $4.4–$4.6 million for full-year 2025.

reAlpha reports cash of approximately $7.7 million as of December 31, 2025, down from about $9.2 million as of September 30, 2025. The company attributes this decline mainly to a commitment fee paid to Yield Bahamas Limited and cash consideration for the acquisition of Prevu, Inc. Management emphasizes these results are preliminary, subject to year-end procedures, and have not been audited or reviewed by GBQ Partners, LLC, which provides no assurance on these estimates.

reAlpha Tech Corp. reported that it is temporarily out of compliance with a Nasdaq listing rule after a board change. Director Brian Cole resigned, creating a vacancy on the company’s three‑member audit committee, which now has only two members, contrary to Nasdaq Listing Rule 5605(c)(2)(A).

The company notified Nasdaq of this non-compliance and plans to use the cure period allowed under Nasdaq Rule 5605(c)(4)(B). reAlpha intends to appoint a new independent director to the board and audit committee by the earlier of its next annual stockholder meeting or 180 days after Cole’s resignation becomes effective. In addition, director Monaz Karkaria also resigned from the board and its committees. The company stated that both resignations were not due to any disagreement regarding its operations, policies, or practices.

reAlpha Tech Corp. (AIRE) reported that it completed the acquisition of Prevu, Inc. through a merger on November 21, 2025, making Prevu a wholly owned subsidiary. The purchase price totals $4,500,000, including $750,000 in cash at closing and $1,250,000 in common stock, or 2,501,000 shares at $0.4998 per share issued at closing.

The remaining $2,500,000 is payable in four equal $625,000 installments over 18 months after closing, in cash or stock at reAlpha’s discretion, with stock valued using a 10‑day VWAP. All merger-related stock is subject to a 180‑day lockup, and total shares issued under the merger cannot exceed 25,599,604 shares (19.99% of shares outstanding before signing) without stockholder approval.

In a related transition agreement, a Prevu co‑founder received $100,000 in reAlpha stock, or 200,080 shares at $0.4998 per share. All shares are being issued in private transactions under Section 4(a)(2) and Rule 506 of Regulation D. reAlpha also furnished a press release and an investor presentation discussing the merger and business strategy.

reAlpha Tech Corp. (AIRE) has received a 180-day extension from Nasdaq to regain compliance with its $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The company now has until May 18, 2026 for its common stock to close at or above $1.00 per share for at least 10 consecutive business days to cure the deficiency. The extension was granted because reAlpha meets other Nasdaq listing standards and has stated it may implement a reverse stock split if needed. If the company does not regain compliance by the end of the extension, Nasdaq may move to delist the stock, though reAlpha would have the right to appeal. The stock continues to trade on Nasdaq under the symbol AIRE.

reAlpha Tech Corp. furnished a shareholder letter and a corporate presentation under Regulation FD. The materials, posted at ir.realpha.com on November 13, 2025, cover strategic focus, business developments, and recent trends. Company representatives may present some or all of the deck to investors at conferences beginning that date. The information in Exhibits 99.1 and 99.2 is furnished, not filed, and is incorporated by reference only if expressly stated elsewhere.

reAlpha Tech Corp. furnished an update on its recent performance by submitting a press release that covers its financial results and business highlights for the quarter ended September 30, 2025. The company provided this information in connection with a current report and attached the press release as Exhibit 99.1.

The press release includes both U.S. GAAP and non‑U.S. GAAP financial measures, with a reconciliation between the two presented in the exhibit. The information in Items 2.02 and 7.01, including Exhibit 99.1, is being treated as furnished rather than filed, which limits how it is incorporated into other regulatory documents and how certain liability provisions apply.

reAlpha Tech Corp. (AIRE) reported warrant exercises resulting in the issuance of 35,845,285 shares of common stock. The company also previously issued 7,291,668 shares in mid-September. These exercises generated approximately $8.3 million in aggregate gross proceeds to the company.

The exercised instruments included: Inducement Warrants (230,000 shares at $0.75), July 2025 Warrants (21,863,616 shares at $0.15), Private Placement Warrants (10,752,859 shares at $0.35), and Placement Agent Warrants (617,856 shares at $0.4375). Stockholder approval for issuing shares underlying the July 2025 Warrants, required under Nasdaq Listing Rule 5635(d), was obtained on October 8, 2025.

Resale of shares underlying the Inducement Warrants was registered on Form S-3 (effective May 16, 2025), and resales for the Private Placement and Placement Agent Warrants were registered on Form S-1 (effective September 12, 2025). Shares outstanding were 126,495,220 as of October 20, 2025.

reAlpha Tech Corp. (AIRE) reported the submission of matters to a vote of security holders, listing vote counts for four named directors and noting the inclusion of an interactive Inline XBRL cover page file. The document shows vote tallies next to each director name: Dimitrios Angelis (34,936,233), Brian Cole (34,955,284), Monaz Karkaria (34,970,870), and Balaji Swaminathan (34,953,522), plus a separate smaller vote column of 14,976,871 associated with each. The filing also references written and pre-commencement communications under various securities rules and includes a signature block from the CEO certifying the submission.

reAlpha Tech Corp. updated the employment agreements for its Chief Executive Officer, Michael J. Logozzo, and Chief Financial Officer, Piyush Phadke, effective September 25, 2025. The new contracts keep most prior terms but raise Mr. Logozzo’s annual base salary from $250,000 to $300,000 and Mr. Phadke’s from $250,000 to $275,000, while narrowing the scope of their non-compete and non-solicitation covenants.

Both executives remain eligible for an annual cash incentive bonus of up to 66.7% of base salary, based on performance targets set by the Compensation Committee, plus benefits such as unlimited vacation and health insurance. They also continue to participate in the 2022 Equity Incentive Plan, with potential equity awards tied to future performance criteria. Either the company or the executive may terminate the agreements at any time on written notice, with post-employment non-compete and non-solicit periods of two years for the CEO and one year for the CFO.

reAlpha Tech Corp. reported that it has regained compliance with Nasdaq’s minimum market value of listed securities requirement. Nasdaq notified the company in a letter dated September 22, 2025 that, based on the market value of listed securities for the 10 consecutive business days from September 8–19, 2025, reAlpha once again meets Listing Rule 5550(b)(2), which requires at least $35 million in market value of listed securities.

The company had previously been notified on July 1, 2025 that it was not in compliance and was given until December 29, 2025 to remedy the deficiency. Nasdaq’s latest letter confirms the deficiency has been cured and the matter is now considered closed. On September 23, 2025, reAlpha issued a press release announcing its return to compliance.

reAlpha Tech Corp. reported that on September 11 and 12, 2025, a warrant holder fully exercised existing warrants to purchase 7,291,668 shares of common stock at an exercise price of $0.75 per share. These cash exercises generated aggregate gross proceeds of approximately $5.5 million for the company.

reAlpha plans to use the cash for working capital and general corporate purposes, which may include future acquisitions and capital expenditures. The resale of the shares issued on exercise of these warrants is covered by an effective Form S-3 registration statement and accompanying prospectus previously filed with the SEC.

reAlpha Tech Corp. has formally unwound its earlier acquisition of GTG Financial, Inc. The company, GTG Financial and its President and CEO, Glenn Groves, signed a rescission certificate that treats the disposition of GTG Financial as effective as of August 21, 2025, when Groves gave written notice to rescind the stock purchase agreement.

Under the certificate, reAlpha returned 100% of the issued and outstanding shares of GTG Financial common stock to the Seller. In exchange, the Seller returned to reAlpha 14,063 shares of Series A Convertible Preferred Stock and 700,055 shares of reAlpha common stock, which will no longer be considered issued and outstanding, and all of the Seller’s rights as a reAlpha stockholder have ended.

The prior employment agreement between reAlpha and the Seller is deemed rescinded as of August 21, 2025, with no remaining obligations, rights or liabilities. The parties also agreed to a mutual non-solicitation covenant and a mutual release of claims. As a result, GTG Financial is no longer a subsidiary and no longer part of reAlpha’s business as of that date.

reAlpha Tech Corp. furnished a new corporate presentation on September 3, 2025, providing an overview of its strategic focus, business developments, and recent trends. The presentation is available on the company’s investor relations website and is furnished as Exhibit 99.1 to this Form 8-K.

The company notes that the presentation is supplemental to its other SEC reports, including its most recent annual and quarterly filings. The materials are provided under Regulation FD, are considered "furnished" rather than "filed," and therefore are not subject to certain Exchange Act liabilities or automatically incorporated into other SEC filings.

reAlpha Tech Corp. disclosed that the seller of GTG Financial, Glenn Groves, has exercised his contractual right to rescind the February 20, 2025 stock purchase agreement after the company did not pay the agreed cash portion within 180 days of closing. The original deal provided for up to $4,200,000 in consideration for 100% of GTG Financial’s common stock, including Series A preferred convertible shares, 700,055 restricted common shares priced at $1.84 per share, a $1,344,750 cash portion payable in stages, and up to $1,287,000 in potential earn-out payments.

As a result of the rescission, the acquisition agreement and the seller’s employment agreement with reAlpha are terminated effective immediately. reAlpha will return the GTG Financial shares to Groves, he will return the consideration shares to reAlpha, and, once the unwinding is complete, GTG Financial will no longer be a subsidiary and reAlpha will not own any of its common stock, aside from obligations that expressly survive termination.

reAlpha Tech Corp. plans to hold its 2025 annual meeting of stockholders on October 8, 2025. Stockholders of record at the close of business on August 11, 2025 will be entitled to vote at the meeting. Details such as the exact time and location will appear in the company’s forthcoming definitive proxy statement on Schedule 14A.

Because this meeting date is more than 30 days later than the 2024 annual meeting, the company has set new deadlines for stockholder proposals and director nominations. To have a proposal included in the proxy materials under Rule 14a-8, or to present other business or director nominations at the meeting, stockholders must deliver all required materials to the company’s principal executive offices by August 24, 2025. Any stockholder planning to use the universal proxy rules to solicit proxies for alternative director nominees must also provide the required Rule 14a-19 notice by August 24, 2025.

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

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