[Form 4] reAlpha Tech Corp. Insider Trading Activity

Rhea-AI Filing Summary

reAlpha Tech Corp. (AIRE) reported that its Chief Executive Officer received two equity awards on October 30, 2025. The filing shows grants of 44,478 RSUs tied to the company’s short‑term incentive plan and 104,655 RSUs as executive compensation for the fiscal quarter ended September 30, 2025. Each RSU represents one share and was sized using the Nasdaq closing price of $0.5972 on the grant date.

Vesting for both awards follows the same schedule: 50% after 12 months from grant, with the remaining 50% vesting in four equal quarterly installments over the next 12 months, subject to continued service and plan terms; unvested RSUs are forfeited upon separation. Following these transactions, the CEO beneficially owned 573,406 shares directly; an additional 2,199,938 shares were held indirectly by spouse.

Insights

Equity Compensation Analyst

Routine RSU grants with standard cliff and quarterly vesting; neutral impact.

The CEO received two RSU awards (44,478 and 104,655) for performance and services related to the quarter ended September 30, 2025. RSUs are non-cash awards that convert to shares as they vest, aligning compensation with equity value.

Both awards vest 50% after 12 months, then quarterly over the following year, contingent on continued service and plan conditions. Sizing used the $0.5972 closing price on Oct 30, 2025. This is a standard structure without immediate cash flow effects.

Post-grant holdings are 573,406 shares directly, plus 2,199,938 indirectly by spouse. Actual dilution and issuance timing depend on vesting and any forfeiture conditions under the plans.

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)
10/30/2025

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	10/30/2025		A		44,478(1)(2)	A	$0	468,751	D
Common Stock	10/30/2025		A		104,655(3)	A	$0	573,406	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 October 30, 2025, 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 September 30, 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 October 30, 2025, of $0.5972.

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 October 30, 2025, by the Compensation Committee under the Plan as compensation for services as an executive officer during the fiscal quarter ended September 30, 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 October 30, 2025, of $0.5972. Unvested RSUs are forfeited if the reporting person is separated from service with the Issuer for any or no reason.

	/s/ Michael J. Logozzo	11/03/2025
	** 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.
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FAQ

What equity awards did AIRE’s CEO receive?

Two RSU grants on October 30, 2025: 44,478 RSUs tied to the short‑term incentive plan and 104,655 RSUs as executive compensation.

How do the new RSUs for AIRE’s CEO vest?

Vesting is 50% after 12 months from grant, then the remaining 50% in four equal quarterly installments over the next 12 months, subject to continued service.

What price was used to size the RSU awards for AIRE?

The awards were based on the Nasdaq closing price of AIRE common stock on October 30, 2025: $0.5972.

What are the CEO’s holdings after these transactions?

Direct beneficial ownership is 573,406 shares; an additional 2,199,938 shares are held indirectly by spouse.

Are the RSUs forfeitable under certain conditions?

Yes. Unvested RSUs are forfeited if the executive is separated from service for any or no reason, per plan terms.

Do these RSU grants involve cash proceeds to AIRE?

No. RSUs are non-cash equity awards that convert to shares upon vesting under plan conditions.