MRAI Form 4/A: 75,000 RSUs Vest for Director; Amended Ownership Figure

Rhea-AI Filing Summary

Marpai, Inc. director Eitan Yaron received 75,000 restricted stock units (RSUs) that vested on a nine-month schedule and now beneficially owns 864,073 shares following the reported transactions. The RSUs vested in three tranches of 25,000 shares at three, six and nine months after grant, and the filing amends a prior Form 4 to correct the previously misstated post-transaction ownership total.

Positive

• 75,000 RSUs vested over a defined nine-month schedule, converting to common stock and increasing insider alignment with shareholders
• Corrected disclosure clarifies the reporting person's beneficial ownership, improving transparency

Negative

• Original Form 4 misstated the total securities beneficially owned, requiring an amendment to correct the record

Insights

Corporate Governance Expert

TL;DR: Director received 75,000 RSUs with staggered vesting; amendment corrects prior ownership disclosure.

The grant and vesting of 75,000 RSUs aligns executive compensation with shareholder interests by converting equity-based awards into common stock over nine months. The amendment fixes an earlier error in the reported post-transaction beneficial ownership total, restoring accurate disclosure of 864,073 shares beneficially owned. The corrected ownership figure is important for transparency but the underlying transaction is routine equity compensation for an insider.

Securities Analyst

TL;DR: RSU vesting increases insider stake modestly; amended Form 4 corrects a reporting discrepancy.

The 75,000 RSU acquisition was executed at a $0 price as vested compensation and increases the reporting person’s stake to 864,073 shares. The amendment notes the Original Report misreported the post-transaction ownership and corrects that figure, which addresses compliance and disclosure accuracy. The transaction itself is non-cash, compensation-related, and likely immaterial to market valuation absent other context.

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^*

EITAN YARON

(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	864,073(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/ Yaron Eitan	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 change in Marpai (MRAI) insider ownership is reported?

The reporting person acquired 75,000 RSUs that vested in three tranches and now beneficially owns 864,073 shares following the transactions.

How did the 75,000 RSUs vest for the reporting person?

The RSUs vested over nine months: 25,000 RSUs on the three-month anniversary, 25,000 on the six-month anniversary, and 25,000 on the nine-month anniversary of the grant date.

Why was an amended Form 4 filed for MRAI?

The Form 4/A corrects an error in the Original Report where the total securities beneficially owned following the reported transactions was misstated.

Was there any cash paid for the securities reported?

No cash was paid for these vested awards; the transaction is reported as $0 price for the RSUs that vested into shares.

Does the filing indicate a change in control or large sale?

No; the filing reports vesting of compensation RSUs and an ownership correction, not a sale or change in control.