ARAI Form 4: John Gallina received 8,549 shares; late filing disclosed

Rhea-AI Filing Summary

Arrive AI Inc. director John E. Gallina received equity awards as board compensation in June 2025. On 06/23/2025 he was issued 7,693 shares and on 06/30/2025 he was issued 856 shares, both granted for service with no cash consideration. After these issuances the reported beneficial ownership totaled 10,910 shares.

The Form 4 discloses these non‑cash grants and notes the report was filed late due to an inadvertent administrative error. The transactions are reported as direct ownership by the reporting person.

Positive

• Director compensation disclosed as equity grants for service, increasing alignment between management and shareholders
• Grants issued with no cash consideration, indicating they were compensation rather than market purchases

Negative

• Late filing acknowledged in the Form 4, attributed to an "inadvertent administrative error"
• Insider holdings are modest (10,910 shares total), suggesting limited insider stake from these grants

Insights

Financial Analyst

TL;DR: Director received 8,549 shares as non‑cash compensation, modest holdings and routine disclosure; late filing noted.

The reported transactions are board compensation rather than open‑market trades, totaling 8,549 shares granted across two dates in June 2025 and resulting in 10,910 shares beneficially owned. From a financial standpoint these are non‑dilutive to the director (no purchase price) but do increase outstanding shares held by insiders. The amounts appear small relative to a typical public company cap table and do not on their face imply material impact to revenue or capital structure. The late reporting is disclosed as an administrative error and could attract investor questions about controls, but there is no indication of trading around material events in the Form 4 itself.

Corporate Governance Expert

TL;DR: Compensation in equity for director service is common; late filing raises governance attention but appears administrative.

Issuing shares to a director for service is a routine governance practice to align interests with shareholders. The Form 4 shows direct ownership and explicitly states the grants were issued for service with $0 consideration. The disclosure that the Form 4 was "filed late due to an inadvertent administrative error" is important for compliance monitoring; repeated or unexplained late filings could indicate control weaknesses. Based solely on this filing, the matter appears administrative rather than evidence of substantive governance failures.

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^*

Gallina John E

(Last) (First) (Middle)

12175 VISIONARY WAY

(Street)

FISHERS, IN 46038

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arrive AI Inc. [ ARAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		A		7,693(1)	A	$0	10,054	D
Common Stock	06/30/2025		A		856(1)	A	$0	10,910	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. These shares were issued to the Reporting Person for his service to the Issuer's board of directors in 2025, in return for $0.00 in consideration.

Remarks:

Exhibit 24 - Power of Attorney These transactions are being reported late due to an inadvertent administrative error.

	/s/ Todd Pepmeier as Attorney-in-Fact for John E. Gallina	09/03/2025
	** 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.
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 transactions did Arrive AI (ARAI) report for John E. Gallina?

The Form 4 reports two non‑cash grants to John E. Gallina: 7,693 shares on 06/23/2025 and 856 shares on 06/30/2025, both issued for board service.

How many shares does John E. Gallina beneficially own after the reported transactions?

Following the reported issuances, the Form 4 shows 10,910 shares beneficially owned by the reporting person.

Were the shares purchased or granted?

The shares were granted for service with $0.00 consideration, indicating they were compensation, not purchases.

Does the Form 4 indicate any derivative transactions or option exercises?

No. Table II for derivative securities contains no transactions; only non‑derivative common stock grants are reported.

Did the filing disclose any compliance issues?

The filing states the transactions were reported late due to an inadvertent administrative error, which is disclosed in the remarks.