reAlpha Tech Corp. (AIRE) CFO receives 477,612 RSUs in new stock-based compensation

Rhea-AI Filing Summary

reAlpha Tech Corp. Chief Financial Officer Piyush Phadke received two stock-based awards totaling 477,612 restricted stock units (RSUs) on January 30, 2026. One grant covers 295,637 RSUs tied to performance under the 2025 Short-Term Incentive Plan, and another 181,975 RSUs compensates executive service for the quarter ended December 31, 2025.

Each RSU converts into one share of common stock at no purchase price. For both awards, 50% vests 12 months after grant, with the remaining 50% vesting in four equal quarterly installments over the following year, contingent on continued service and plan compliance; unvested RSUs are forfeited upon separation. After these grants, Phadke directly holds 1,057,939 shares of common stock.

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^*

Phadke Piyush

(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)

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

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		295,637(1)(2)	A	$0	875,964	D
Common Stock	01/30/2026		A		181,975(3)	A	$0	1,057,939	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 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 its 2022 Equity Incentive Plan (as amended, 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.

2. 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.

3. 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.

	/s/ Piyush Phadke	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 insider transaction did reAlpha Tech Corp. (AIRE) report for its CFO?

reAlpha Tech Corp. reported that Chief Financial Officer Piyush Phadke received two grants of restricted stock units on January 30, 2026. These awards total 477,612 RSUs linked to performance under the 2025 Short-Term Incentive Plan and compensation for executive services in late 2025.

How many RSUs did the reAlpha (AIRE) CFO receive in each grant?

The CFO received 295,637 RSUs related to the 2025 Short-Term Incentive Plan and 181,975 RSUs as compensation for executive officer services. Together, these stock-based awards total 477,612 RSUs, each representing a contingent right to receive one share of reAlpha common stock.

What are the vesting terms for the RSUs granted to reAlpha (AIRE) CFO Piyush Phadke?

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, subject to continuous service and compliance with the applicable incentive and equity plans.

What happens to unvested RSUs if the reAlpha (AIRE) CFO leaves the company?

Unvested RSUs are forfeited if the CFO is separated from service with reAlpha Tech Corp. for any reason. This forfeiture condition applies to both the performance-based RSUs and the executive compensation RSUs granted on January 30, 2026.

How many reAlpha (AIRE) shares does the CFO own after these RSU grants?

Following the January 30, 2026 awards, Chief Financial Officer Piyush Phadke is reported to beneficially own 1,057,939 shares of reAlpha common stock directly. This figure reflects the updated share balance after the credited stock-based grants.

Under which plans were the January 30, 2026 RSUs to reAlpha (AIRE) CFO granted?

The 295,637 performance-based RSUs were granted under the 2025 Short-Term Incentive Plan and the 2022 Equity Incentive Plan. The 181,975 RSUs were granted under the 2022 Equity Incentive Plan as compensation for executive officer services during the quarter ended December 31, 2025.