Marpai (MRAI) insider amendment: 75,000 RSUs vested, ownership corrected to 147,000

Rhea-AI Filing Summary

Marpai, Inc. (MRAI) director Shiv Sagiv amended a Form 4 to correct reported beneficial ownership after the vesting of restricted stock units (RSUs). The amendment shows 75,000 Class A common shares were acquired on 08/19/2025 through RSU vesting at no cash price, and the Reporting Person now beneficially owns 147,000 shares. The filing states the RSUs vested in three equal tranches of 25,000 shares at three, six and nine months after the grant date, and the amendment corrects an earlier filing that misstated the post-transaction ownership total.

Positive

• Amendment filed to correct prior error, improving disclosure accuracy
• 75,000 RSUs vested through scheduled tranches, consistent with typical compensation practices

Negative

• Original Form 4 misstated the total securities beneficially owned, indicating an administrative reporting error

Insights

Securities Analyst

TL;DR: Routine insider stock vesting with an amended filing to correct ownership; limited market impact.

The filing documents a director receiving 75,000 Class A common shares from RSU vesting on 08/19/2025 at no cash cost, increasing reported beneficial ownership to 147,000 shares. The amendment corrects a prior Form 4 error that misstated the post-transaction total. For investors, this is a standard compensation-related transfer rather than an open-market purchase or sale, so it does not signal a change in trading intent or immediate liquidity events. The correction improves disclosure accuracy but is not material to the companys operating performance.

Corporate Governance Expert

TL;DR: Administrative correction to insider reporting; minor governance note on initial misstatement.

The report indicates RSU vesting mechanics (three equal tranches of 25,000 shares) and an amended Form 4 to fix an earlier ownership tally. Timely and corrected disclosure is important for compliance with Section 16 rules; filing an amendment demonstrates remediation. The initial misstatement is a governance oversight but was corrected promptly via this Form 4/A, suggesting remedial action rather than a substantive governance breach.

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).

X

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^*

SHIV SAGIV

(Last) (First) (Middle)

C/O MARPAI, INC.

615 CHANNELSIDE DRIVE, SUITE 207

(Street)

TAMPA FL 33602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marpai, Inc. [ MRAI ]

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)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/15/2025

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
Class A Common Stock	08/19/2025		A		75,000(1)	A	$0.00	147,000(2)	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. The RSUs vest over a period of nine months as follows: 25,000 RSUs vested on the three month anniversary of the grant date, 25,000 RSUs vesting on the six month anniversary of the grant date and 25,000 RSUs vesting on the nine month anniversary of the grant date.

2. On September 15, 2025, the Reporting Person filed a Form 4 (the "Original Report") which incorrectly stated the total securities beneficially owned following the reported transactions in Table I - Column 5 of the Original Report. The Reporting Person is filing this Form 4/A to amend and correct the discrepancy.

	/s/ Sagiv Shiv	09/16/2025
	** 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 did Shiv Sagiv report in the Form 4/A for MRAI?

The Form 4/A reports acquisition of 75,000 Class A common shares via RSU vesting on 08/19/2025 and corrects the previously misstated post-transaction beneficial ownership to 147,000 shares.

Were the shares purchased on the open market in the MRAI filing?

No. The reported 75,000 shares were acquired through RSU vesting at a $0.00 price, not an open-market transaction.

Why was this Form 4 amended?

The amendment corrects an error in the Original Report where the total securities beneficially owned following the transaction was incorrectly stated.

What is the vesting schedule disclosed for the RSUs?

The disclosure states the RSUs vest over nine months in three tranches: 25,000 shares at three months, 25,000 shares at six months, and 25,000 shares at nine months from the grant date.

Does this filing indicate a change in Shiv Sagiv's role at MRAI?

No. The form identifies Shiv Sagiv as a Director and does not report any change in role.