Marpai (MRAI) director DiClaudio receives 125,000-share fully vested stock grant

Rhea-AI Filing Summary

DiClaudio Colleen reported acquisition or exercise transactions in this Form 4 filing.

Marpai, Inc. director Colleen DiClaudio received 125,000 shares of Class A Common Stock as a fully vested equity award. The grant was made at a price of $0.00 per share under Marpai, Inc.'s 2024 Global Stock Incentive Plan and is deemed fully vested on the issuance date.

After this grant, DiClaudio directly holds a total of 267,500 shares of Class A Common Stock. This is a compensation-related stock award rather than an open-market purchase, so it reflects board-level equity compensation rather than a trading decision.

Insider Trade Summary 10b5-1

1 transaction reported

Mixed 1 txn

Insider DiClaudio Colleen

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	125,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 267,500 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 125,000 shares Grant price: $0.00 per share Total holdings after grant: 267,500 shares +1 more

4 metrics

Shares granted 125,000 shares Equity award to director on grant date

Grant price $0.00 per share Price for 125,000-share stock award

Total holdings after grant 267,500 shares Director’s direct Class A holdings post-transaction

Transaction code A Grant, award, or other acquisition

Key Terms

restricted stock units, 2024 Global Stock Incentive Plan, fully vested on the issuance date, Class A Common Stock

4 terms

restricted stock units financial

"The restricted stock units were granted pursuant to Marpai Inc.'s 2024 Global Stock Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2024 Global Stock Incentive Plan financial

"granted pursuant to Marpai Inc.'s 2024 Global Stock Incentive Plan"

fully vested on the issuance date financial

"and are deemed fully vested on the issuance date"

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Form 4 Insider Transactions: What Each Field Means →

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^*

DiClaudio Colleen

(Last) (First) (Middle)

C/O MARPAI, INC.

615 CHANNELSIDE DRIVE, SUITE 207

(Street)

TAMPA FLORIDA 33602

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/29/2026		A		125,000(1)	A	$0.00	267,500	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 restricted stock units were granted pursuant to Marpai Inc.'s 2024 Global Stock Incentive Plan and are deemed fully vested on the issuance date.

	/s/ Colleen DiClaudio	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Marpai (MRAI) director Colleen DiClaudio report in this Form 4?

Colleen DiClaudio reported receiving 125,000 shares of Marpai Class A Common Stock as an equity award. The shares were granted at $0.00 per share and are fully vested upon issuance, reflecting director compensation rather than an open-market purchase.

How many Marpai (MRAI) shares does Colleen DiClaudio hold after this transaction?

Following the grant, Colleen DiClaudio directly holds 267,500 shares of Marpai Class A Common Stock. This total includes the newly issued 125,000 fully vested shares granted under the company’s 2024 Global Stock Incentive Plan.

Was the Marpai (MRAI) director transaction a market purchase or a compensation grant?

The transaction was a compensation grant, not a market purchase. The Form 4 identifies the code as “A” for grant or award, with 125,000 shares issued at $0.00 per share under Marpai’s 2024 Global Stock Incentive Plan.

What does it mean that the Marpai (MRAI) restricted stock units are fully vested on issuance?

Fully vested on issuance means the director’s rights to the 125,000 shares are not subject to future vesting conditions. According to the footnote, the restricted stock units granted under the 2024 Global Stock Incentive Plan vest immediately when issued.

Does this Marpai (MRAI) Form 4 filing indicate insider buying or selling?

The filing shows an acquisition through a grant, not buying or selling in the market. Code “A” and a price of $0.00 per share indicate a stock award as part of director compensation, with no open-market transaction reported.