[Form 4] reAlpha Tech Corp. Insider Trading Activity

Rhea-AI Filing Summary

reAlpha Tech Corp (AIRE) disclosed that Executive Chairman, Director, and 10% Owner Giri Devanur reported two RSU grants on October 30, 2025. The filings list 44,478 RSUs granted under the company’s 2025 Short‑Term Incentive Plan and 2022 Equity Incentive Plan tied to performance for the quarter ended September 30, 2025, and an additional 104,655 RSUs granted as executive officer compensation for the same quarter.

Each RSU represents one share of common stock. 50% of each grant vests 12 months from grant, with the remaining 50% vesting in four equal quarterly installments over the following 12 months, subject to continuous service; unvested RSUs are forfeited upon separation. The awards were based on a closing price of $0.5972 on October 30, 2025. Following these transactions, Devanur directly held 25,530,480 common shares, with an additional 2,700,000 shares held indirectly through Giri Devanur Holdings LLC.

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^*

Devanur Giri

(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)

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

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	25,425,825	D
Common Stock	10/30/2025		A		104,655(3)	A	$0	25,530,480	D
Common Stock								2,700,000	I	Indirectly by Giri Devanur Holdings LLC(4)

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.

4. 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	11/03/2025
	** Signature of Reporting Person	Date
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