reAlpha Tech Corp. chair reports RSU tax withholding

reAlpha Tech Corp. Executive Chairman Devanur Giri reported a tax-related share withholding.

Rhea-AI Filing Summary

reAlpha Tech Corp. Executive Chairman Devanur Giri reported a tax-related share withholding. On July 27, 2026, 1,051 shares of common stock were withheld at $1.42 per share to satisfy tax obligations arising from vesting restricted stock units granted on April 30, 2025. After this event, he holds 1,050,064 shares directly and 108,000 shares indirectly through Giri Devanur Holdings LLC, over which he has sole voting and investment power. The RSU grant totals 7,144 units, with half vested after 12 months and the balance scheduled to vest in four equal quarterly installments, subject to continued service and plan terms.

Insider Trade Summary

Tax Withholding: 1,051 shares

Tax Withholding 2 txns

Insider Devanur Giri

Role Executive Chairman

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,051	$1.42	$1K
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 1,050,064 shares (Direct); Common Stock — 108,000 shares (Indirect, By Giri Devanur Holdings LLC)

Footnotes (2)

1. F1. Represents the withholding of shares of common stock of the issuer to pay tax withholding obligations associated with the settlement of certain restricted stock units ("RSUs") held by the reporting person. These RSUs relate to two RSU awards granted to the reporting person on April 30, 2025, pursuant to the issuer's 2022 Equity Incentive Plan (as amended, the "Plan"), each of which RSU represents a contingent right to receive one share of common stock of the issuer upon vesting and settlement thereof. Of the 7,144 RSUs, in the aggregate, granted on April 30, 2025, to the reporting person, 3,572 vested 12 months from such date, and the remaining 50% will vest in four equal quarterly installments over the 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.
2. F2. 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.

Key Figures

Shares withheld for taxes: 1,051 shares Withholding price per share: $1.42 per share Direct holdings after transaction: 1,050,064 shares +3 more

6 metrics

Shares withheld for taxes 1,051 shares Common stock withheld on July 27, 2026 to cover RSU-related tax obligations

Withholding price per share $1.42 per share Valuation used for the July 27, 2026 tax-withholding disposition

Direct holdings after transaction 1,050,064 shares Common stock directly owned by Devanur Giri following the tax withholding

Indirect holdings via LLC 108,000 shares Common stock held indirectly through Giri Devanur Holdings LLC

Total RSUs granted April 30, 2025 7,144 RSUs Restricted stock units awarded under the 2022 Equity Incentive Plan

RSUs vested after 12 months 3,572 RSUs Portion of the April 30, 2025 RSU grant that vested 12 months later

Key Terms

restricted stock units, 2022 Equity Incentive Plan, tax withholding obligations

3 terms

restricted stock units financial

"restricted stock units ("RSUs") held by the reporting person"

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.

2022 Equity Incentive Plan financial

"pursuant to the issuer's 2022 Equity Incentive Plan (as amended, the "Plan")"

tax withholding obligations financial

"to pay tax withholding obligations associated with the settlement of certain restricted stock units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Devanur Giri report for AIRE?

Executive Chairman Devanur Giri reported a tax-withholding disposition of 1,051 common shares of reAlpha Tech Corp. (AIRE) on July 27, 2026. The shares were withheld to cover tax obligations from vesting restricted stock units granted on April 30, 2025.

How many AIRE shares were withheld and at what price?

A total of 1,051 reAlpha Tech Corp. (AIRE) common shares were withheld at $1.42 per share. This withholding satisfied tax obligations associated with the settlement of certain restricted stock units held by Executive Chairman Devanur Giri.

What are Devanur Giri’s AIRE share holdings after this transaction?

Following the tax-withholding event, Devanur Giri holds 1,050,064 AIRE shares directly and 108,000 shares indirectly through Giri Devanur Holdings LLC. He has sole voting and investment power over the indirect holdings as managing member of that entity.

What RSU award underlies the tax withholding reported for AIRE?

The withholding relates to 7,144 restricted stock units (RSUs) granted to Devanur Giri on April 30, 2025 under reAlpha Tech Corp.’s 2022 Equity Incentive Plan. Each RSU represents a contingent right to receive one AIRE common share upon vesting and settlement.

How do the AIRE RSUs for Devanur Giri vest over time?

Of the 7,144 RSUs granted on April 30, 2025, 3,572 vested 12 months later. The remaining 50% is scheduled to vest in four equal quarterly installments over the subsequent 12 months, contingent on his continued service and compliance with plan terms.

How are Giri Devanur Holdings LLC’s AIRE shares characterized?

Giri Devanur Holdings LLC holds 108,000 AIRE common shares indirectly for Devanur Giri. He is the managing member and has sole voting and investment power over those shares, which are reported as indirect ownership on the Form 4 filing.

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

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Available on EDGAR 07/29/2026 - 08:41 PM Accepted by SEC EDGAR 07/29/2026 - 08:40 PM Learn about SEC filing dates

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/27/2026		F(1)		1,051(1)	D	$1.42	1,050,064	D
Common Stock								108,000	I	By Giri Devanur Holdings LLC(2)

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 the withholding of shares of common stock of the issuer to pay tax withholding obligations associated with the settlement of certain restricted stock units ("RSUs") held by the reporting person. These RSUs relate to two RSU awards granted to the reporting person on April 30, 2025, pursuant to the issuer's 2022 Equity Incentive Plan (as amended, the "Plan"), each of which RSU represents a contingent right to receive one share of common stock of the issuer upon vesting and settlement thereof. Of the 7,144 RSUs, in the aggregate, granted on April 30, 2025, to the reporting person, 3,572 vested 12 months from such date, and the remaining 50% will vest in four equal quarterly installments over the 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.

2. 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	07/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)