Eitan Yaron receives 75,000 RSUs at Marpai; beneficial ownership now 1.54M

Rhea-AI Filing Summary

Marpai, Inc. (MRAI) director Eitan Yaron acquired 75,000 restricted stock units (RSUs) on 08/19/2025 under a grant that vests in three equal tranches over nine months. The filing reports these RSUs were recorded at $0 price and, after the grant, Mr. Yaron beneficially owns 1,542,527 shares. The Form 4 indicates the reporting person is a director and the transaction was a non-derivative acquisition of Class A common stock RSUs.

Positive

• Director increased equity stake via a 75,000 RSU grant, bringing beneficial ownership to 1,542,527 shares
• Time-based vesting (25,000 RSUs at 3, 6 and 9 months) aligns director incentives with shareholder value over the near term
• Form 4 filed and signed, indicating compliance with Section 16 reporting obligations

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 75,000 RSUs vesting over nine months, raising beneficial ownership to 1.54M shares.

The acquisition is a typical compensation-related grant recorded as non-derivative RSUs with a stated price of $0 and scheduled vesting of 25,000 RSUs at three, six and nine months from grant. For investors, this signals continued equity-based compensation for a director rather than open-market buying or selling. The increase to 1,542,527 shares is material to insider ownership disclosures but the filing includes no cash transaction, option exercise or sale activity to affect liquidity or float.

Corporate Governance Expert

TL;DR: Governance-wise, this is a standard director compensation grant with time-based vesting; no red flags in the filing.

The Form 4 identifies the reporting person as a director and documents a time-based RSU award vesting in three tranches over nine months. The signature date is 09/15/2025 and the transaction date is 08/19/2025. There is no indication of a Rule 10b5-1 plan or of accelerated vesting, related-party transactions, or exercises that would raise governance concerns. Disclosure appears routine and compliant with Section 16 filing requirements.

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
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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^*

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)

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	1,542,527	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.

	/s/ Yaron Eitan	09/15/2025
	** 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 transaction did Marpai (MRAI) director Eitan Yaron report on Form 4?

The Form 4 reports a non-derivative acquisition of 75,000 RSUs with a transaction date of 08/19/2025.

How do the RSUs granted to Eitan Yaron vest?

The RSUs vest in three equal tranches: 25,000 RSUs at the three-month, six-month and nine-month anniversaries of the grant date.

What is Eitan Yaron's beneficial ownership after the reported transaction?

After the reported transaction, the filing shows beneficial ownership of 1,542,527 shares.

Was there a cash price paid for the RSUs in the filing?

The filing reports a price of $0 for the RSU acquisition, indicating a grant rather than a cash purchase.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person's signature dated 09/15/2025.