[Form 4] reAlpha Tech Corp. Insider Trading Activity

Rhea-AI Filing Summary

reAlpha Tech Corp. director Brian D. Cole received 14,778 shares of common stock as equity compensation. The shares were granted on January 30, 2026 at a stated price of $0 per share under the company’s 2022 Equity Incentive Plan.

After this stock grant, Cole directly beneficially owns 383,277 reAlpha Tech Corp. common shares. The number of shares awarded was based on the 10-day volume weighted average of the Nasdaq Official Closing Price of the company’s common stock ending on and including January 30, 2026, reflecting the company’s practice of using market-based pricing to determine board compensation in stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cole Brian D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,778	$0.00	--

Holdings After Transaction: Common Stock — 383,277 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cole Brian D.

(Last) (First) (Middle)

6515 LONGSHORE LOOP

SUITE 100

(Street)

DUBLIN OH 43017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
reAlpha Tech Corp. [ AIRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		A		14,778(1)	A	$0	383,277	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents quarterly compensation for services as a non-executive director issued under the Issuer's 2022 Equity Incentive Plan. The number of shares was determined based on the 10-day volume weighted average of the Nasdaq Official Closing Price of the Issuer's common stock ending on and including January 30, 2026.

	/s/ Brian D. Cole	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 for reAlpha Tech Corp. (AIRE) disclose about Brian D. Cole?

The Form 4 shows director Brian D. Cole received 14,778 reAlpha Tech Corp. common shares as equity compensation. This increased his direct beneficial ownership to 383,277 shares, reflecting routine quarterly pay for his non-executive board service.

How many reAlpha Tech Corp. (AIRE) shares did Brian D. Cole receive and on what date?

Brian D. Cole received 14,778 shares of reAlpha Tech Corp. common stock on January 30, 2026. The award was recorded as an acquisition at a stated price of $0 per share under the company’s equity incentive compensation framework.

What is Brian D. Cole’s total reAlpha Tech Corp. (AIRE) share ownership after this transaction?

Following the reported transaction, Brian D. Cole directly beneficially owns 383,277 shares of reAlpha Tech Corp. common stock. This total reflects his holdings after receiving 14,778 shares as quarterly compensation for his role as a non-executive director.

How was the 14,778-share grant to reAlpha Tech Corp. (AIRE) director Brian D. Cole calculated?

The 14,778-share grant was determined using the 10-day volume weighted average of the Nasdaq Official Closing Price. This averaging period ended on and included January 30, 2026, aligning the equity award’s size with the recent trading prices of reAlpha’s common stock.

What plan governed Brian D. Cole’s reAlpha Tech Corp. (AIRE) stock compensation?

The stock compensation was issued under reAlpha Tech Corp.’s 2022 Equity Incentive Plan. This plan provides equity-based awards, and in this case supplied 14,778 common shares as quarterly compensation for Cole’s services as a non-executive director on the board.

Was the reAlpha Tech Corp. (AIRE) share grant to Brian D. Cole a purchase or compensation?

The transaction represents compensation, not an open-market purchase. The Form 4 labels it as an acquisition at a price of $0 per share, and a footnote explains it is quarterly compensation for non-executive director services under the 2022 Equity Incentive Plan.