reAlpha Tech (AIRE) Executive Chairman reports sizable stock and RSU grants

Rhea-AI Filing Summary

reAlpha Tech Corp.'s Executive Chairman and director Giri Devanur reported multiple stock awards dated January 30, 2026. He received 14,778 shares of common stock as quarterly compensation for non-executive director services under the 2022 Equity Incentive Plan.

He was also granted 234,021 restricted stock units under the 2025 Short-Term Incentive Plan for performance in the quarter ended December 31, 2025, and 165,431 restricted stock units as executive officer compensation for the same period. Each RSU converts into one share, with 50% vesting 12 months after grant and the rest vesting in four equal quarterly installments over the following 12 months, subject to continued service and plan terms.

Following these awards, Devanur directly beneficially owns 25,944,710 shares of common stock and indirectly holds 2,700,000 additional shares through Giri Devanur Holdings LLC, where he has sole voting and investment power.

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

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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^*

Devanur Giri

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

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	25,545,358	D
Common Stock	01/30/2026		A		234,021(2)(3)	A	$0	25,779,279	D
Common Stock	01/30/2026		A		165,431(4)	A	$0	25,944,710	D
Common Stock								2,700,000	I	By Giri Devanur Holdings LLC(5)

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 "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.

2. Represents restricted stock units (each, an "RSU" and collectively, "RSUs") granted on January 30, 2026, pursuant to the Issuer's 2025 Short-Term Incentive Plan (the "STIP") and under the Plan upon achievement of performance goals for the fiscal quarter ended December 31, 2025, as approved by the Compensation Committee. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 50% of these RSUs will vest on the date that is 12 months from the date of grant and the remaining 50% will vest in four equal quarterly installments over the next 12-month period thereafter, subject to the continuous service of the reporting person on such vesting dates and compliance with the terms and conditions of the STIP and the Plan. The number of RSUs awarded is based on the closing price of the Issuer's common stock as reported on the Nasdaq Capital Market on January 30, 2026.

3. Due to a character limit, Footnote 2 is a continuation of Footnote 1: Unvested RSUs are forfeited if the reporting person is separated from service with the Issuer for any or no reason.

4. Represents RSUs granted on January 30, 2026, by the Compensation Committee under the Plan as compensation for services as an executive officer during the fiscal quarter ended December 31, 2025. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 50% of these RSUs will vest on the date that is 12 months from the date of grant and the remaining 50% will vest in four equal quarterly installments over the next 12-month period thereafter, subject to the continuous service of the reporting person on such vesting dates and compliance with the terms and conditions of the Plan. The number of RSUs awarded is based on the closing price of the Issuer's common stock as reported on the Nasdaq Capital Market on January 30, 2026. Unvested RSUs are forfeited if the reporting person is separated from service with the Issuer for any or no reason.

5. The reporting person is the managing member of Giri Devanur Holdings LLC and holds sole voting and investment power with respect to those shares of common stock.

	/s/ Giri Devanur	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).
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FAQ

What insider transactions did Giri Devanur report for reAlpha Tech (AIRE)?

Giri Devanur reported stock awards dated January 30, 2026, including common shares and restricted stock units. These grants cover his compensation as a non-executive director and as Executive Chairman for the fiscal quarter ended December 31, 2025, under company equity incentive plans.

How many reAlpha Tech (AIRE) shares did Giri Devanur receive as director compensation?

He received 14,778 shares of reAlpha Tech common stock as quarterly compensation for services as a non-executive director. The award was issued under the 2022 Equity Incentive Plan and was based on a 10-day volume-weighted average closing price ending January 30, 2026.

What restricted stock units did Giri Devanur receive under reAlpha Tech’s 2025 STIP?

Devanur was granted 234,021 restricted stock units on January 30, 2026, under the 2025 Short-Term Incentive Plan for performance in the quarter ended December 31, 2025. Each RSU represents one share of common stock, subject to vesting and plan conditions.

What are the vesting terms for Giri Devanur’s reAlpha Tech RSU awards?

For both RSU grants, 50% vests 12 months after the January 30, 2026 grant date. The remaining 50% vests in four equal quarterly installments over the following 12 months, contingent on his continuous service and compliance with applicable plan terms.

How many reAlpha Tech shares does Giri Devanur beneficially own after these grants?

After the reported grants, Devanur directly beneficially owns 25,944,710 shares of reAlpha Tech common stock. He also indirectly holds 2,700,000 additional shares through Giri Devanur Holdings LLC, where he has sole voting and investment power over those shares.

What RSU grant did Giri Devanur receive as Executive Chairman of reAlpha Tech (AIRE)?

He received 165,431 restricted stock units as compensation for services as an executive officer during the fiscal quarter ended December 31, 2025. Each RSU converts into one share, with vesting over two years, subject to continued service and plan conditions.

How were the share and RSU amounts for Giri Devanur’s reAlpha Tech awards determined?

The 14,778-share director award used the 10-day volume-weighted average Nasdaq official closing price ending January 30, 2026. The RSU grants used the Nasdaq Capital Market closing price of reAlpha Tech common stock on January 30, 2026, to calculate award sizes.