STOCK TITAN

reAlpha Tech Corp. (AIRE) chair sells 1,999 shares for RSU tax withholding

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

reAlpha Tech Corp. Executive Chairman and 10% owner Giri Devanur reported selling 1,999 shares of common stock on August 11, 2026. The sale was executed solely to cover tax withholding obligations arising from the vesting and settlement of restricted stock units granted under the company’s 2022 Equity Incentive Plan.

The shares were sold at a weighted average price of $1.5377 per share, in multiple transactions between $1.5085 and $1.54. Following this sale, Devanur directly holds 1,091,645 shares of common stock and indirectly holds 108,000 shares through Giri Devanur Holdings LLC, over which he has sole voting and investment power.

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Insider Devanur Giri
Role Executive Chairman
Sold 1,999 shs ($3K)
Type Security Shares Price Value
Sale Common Stock F1, F2 1,999 $1.5377 $3K
holding Common Stock F3 -- -- --
Holdings After Transaction: Common Stock — 1,091,645 shares (Direct); Common Stock — 108,000 shares (Indirect, By Giri Devanur Holdings LLC)
Footnotes (3)
  1. F1. The sales reported on this Form 4 represent shares sold by the reporting person solely to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs") to be funded by a "sell to cover" transaction. These sales relate to two RSU awards granted to the reporting person on April 30, 2025, and July 30, 2025, in each case pursuant to the issuer's 2022 Equity Incentive Plan (as amended, the "Plan"), both of which partially vested on July 30, 2026, and each of which RSU represents a contingent right to receive one share of common stock of the issuer upon vesting and settlement thereof. These RSUs will vest subject to the continuous service of the reporting person on the applicable vesting dates and compliance with the terms and conditions of the Plan.
  2. F2. The price reported in this line item is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.5085 to $1.54, inclusive. The reporting person undertakes to provide to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  3. F3. 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.
Shares sold 1,999 shares Common stock sold on August 11, 2026 to cover tax withholding
Weighted average sale price $1.5377 per share Shares sold in multiple transactions between $1.5085 and $1.54
Direct holdings after sale 1,091,645 shares Common stock directly owned by Giri Devanur following the reported sale
Indirect holdings after update 108,000 shares Common stock held indirectly through Giri Devanur Holdings LLC
RSU grant dates April 30, 2025 and July 30, 2025 Two RSU awards under the 2022 Equity Incentive Plan related to this tax-cover sale
Partial vesting date July 30, 2026 Both referenced RSU awards partially vested on this date
restricted stock units financial
"The sales reported ... cover tax withholding obligations in connection with the vesting and settlement of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
sell to cover financial
"to be funded by a "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
weighted average price financial
"The price reported in this line item is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
2022 Equity Incentive Plan financial
"pursuant to the issuer's 2022 Equity Incentive Plan (as amended, the "Plan")"

FAQ

What did Giri Devanur report in this Form 4 for reAlpha Tech Corp. (AIRE)?

Giri Devanur reported selling 1,999 shares of reAlpha Tech Corp. common stock on August 11, 2026. The sale was conducted solely to cover tax withholding tied to vesting restricted stock units under the 2022 Equity Incentive Plan.

How many AIRE shares did Giri Devanur sell and at what price?

He sold 1,999 shares of reAlpha Tech common stock at a weighted average price of $1.5377 per share. The transactions occurred in a price range between $1.5085 and $1.54 per share.

Why did Giri Devanur sell 1,999 shares of AIRE stock?

The sale of 1,999 shares was made solely to cover tax withholding obligations related to the vesting and settlement of restricted stock units granted in 2025 under reAlpha Tech’s 2022 Equity Incentive Plan.

How many AIRE shares does Giri Devanur hold after this transaction?

After the sale, Giri Devanur directly holds 1,091,645 shares of reAlpha Tech common stock. He also indirectly holds an additional 108,000 shares through Giri Devanur Holdings LLC, where he has sole voting and investment power.

What RSU awards are connected to this Form 4 for AIRE?

The tax-cover sale relates to two RSU awards granted on April 30, 2025 and July 30, 2025. Both partially vested on July 30, 2026, with each RSU representing a contingent right to one share of common stock upon vesting and settlement.

Were Giri Devanur’s AIRE share sales under a Rule 10b5-1 trading plan?

The filing does not indicate use of a Rule 10b5-1 trading plan, and the related checkbox is not marked as an affirmative 10b5-1 plan transaction. The sales are described as sell to cover for tax withholding on RSU vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Devanur Giri

(Last)(First)(Middle)
6515 LONGSHORE LOOP
SUITE 100

(Street)
DUBLIN OHIO 43017

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
reAlpha Tech Corp. [ AIRE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/11/2026S(1)1,999(1)D$1.5377(2)1,091,645D
Common Stock108,000IBy Giri Devanur Holdings LLC(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 represent shares sold by the reporting person solely to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs") to be funded by a "sell to cover" transaction. These sales relate to two RSU awards granted to the reporting person on April 30, 2025, and July 30, 2025, in each case pursuant to the issuer's 2022 Equity Incentive Plan (as amended, the "Plan"), both of which partially vested on July 30, 2026, and each of which RSU represents a contingent right to receive one share of common stock of the issuer upon vesting and settlement thereof. These RSUs will vest subject to the continuous service of the reporting person on the applicable vesting dates and compliance with the terms and conditions of the Plan.
2. The price reported in this line item is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.5085 to $1.54, inclusive. The reporting person undertakes to provide to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. 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 Devanur08/13/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)