reAlpha (AIRE) CEO receives 437,654 RSUs in new performance and service grants

Rhea-AI Filing Summary

reAlpha Tech Corp.'s Chief Executive Officer Michael J. Logozzo reported stock-based awards tied to performance and service. On January 30, 2026, he received 239,136 restricted stock units (RSUs) for achieving performance goals for the quarter ended December 31, 2025, and 198,518 RSUs as compensation for executive services for the quarter ended December 31, 2026.

Each RSU converts into one share of common stock at no purchase price. For both grants, 50% vest 12 months after the grant date and the remaining 50% vest in four equal quarterly installments over the following 12 months, if he remains in service and meets plan conditions; unvested RSUs are forfeited upon separation. Following these grants, he directly beneficially owned 1,011,060 common shares and had an additional 2,199,938 shares reported as indirectly owned through his spouse.

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^*

Logozzo Michael J.

(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 Executive 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		239,136(1)(2)	A	$0	812,542	D
Common Stock	01/30/2026		A		198,518(3)	A	$0	1,011,060	D
Common Stock								2,199,938	I	Indirectly by spouse

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, 2026. 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/ Michael J. Logozzo	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did reAlpha (AIRE) report for its CEO?

reAlpha reported stock-based awards to CEO Michael J. Logozzo. On January 30, 2026, he received two restricted stock unit grants totaling 437,654 RSUs, reflecting performance achievement for late 2025 and compensation for executive services for the quarter ended December 31, 2026.

How many reAlpha (AIRE) RSUs were granted to the CEO on January 30, 2026?

Michael J. Logozzo was granted 239,136 RSUs tied to 2025 performance and 198,518 RSUs for executive services, totaling 437,654 RSUs. Each RSU represents a contingent right to receive one share of reAlpha common stock with no cash exercise price.

What is the vesting schedule for the reAlpha (AIRE) RSUs granted to the CEO?

Both reAlpha RSU grants vest on the same schedule. Fifty percent 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 continued service and plan conditions.

Under which plans were the reAlpha (AIRE) CEO’s RSUs granted?

The 239,136 RSUs were granted under the 2025 Short-Term Incentive Plan and 2022 Equity Incentive Plan after achieving performance goals. The 198,518 RSUs were granted by the Compensation Committee under the 2022 Equity Incentive Plan as executive compensation for the quarter ended December 31, 2026.

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

Unvested RSUs are forfeited if the CEO is separated from service for any reason. This forfeiture condition applies to both RSU grants, reinforcing retention by requiring continued service and compliance with the applicable incentive and equity plan terms.

How many reAlpha (AIRE) shares does the CEO beneficially own after these grants?

After the reported January 30, 2026 grants, Michael J. Logozzo beneficially owned 1,011,060 shares of reAlpha common stock directly. An additional 2,199,938 shares were reported as indirectly owned through his spouse, reflecting family holdings alongside his direct ownership.