MRAI Form 4: CEO reports 550,000-share RSU vesting

Rhea-AI Filing Summary

Marpai, Inc. (MRAI) CEO, Director, and 10% Owner Damien Lamendola reported acquiring 550,000 shares of Class A Common Stock on 10/20/2025 at $0, reflecting vested RSUs.

Following the transaction, he reported 1,350,000 shares held directly and indirect holdings of 6,419,893 shares through HillCour Investment Fund, LLC and 931,674 shares through WellEnterprises USA, LLC, as disclosed in footnotes.

Insights

Governance analyst

Routine Form 4 showing RSU vesting and updated ownership.

The filing records an equity grant: 550,000 Class A shares acquired at $0 on 10/20/2025, noted as RSUs deemed fully vested on issuance. This increases the reporting person’s direct stake to 1,350,000 shares.

Beneficial ownership also includes indirect positions of 6,419,893 shares via HillCour Investment Fund, LLC and 931,674 shares via WellEnterprises USA, LLC, with voting and dispositive power indicated in footnotes. The filing updates ownership; market impact depends on future disclosures.

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

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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^*

Lamendola Damien

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

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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								6,419,893	I	See footnote(2)
Class A Common Stock	10/20/2025		A		550,000(1)	A	$0	1,350,000	D
Class A Common Stock								931,674	I	See footnote(3)

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 are deemed fully vested on the issuance date.

2. Held by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and holds the voting and dispositive power over the securities held by HillCour Investment Fund, LLC.

3. Held by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holding Corporation, a corporation controlled by Mr. Lamendola. Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC.

	/s/ Damien Lamendola	10/22/2025
	** 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 Marpai (MRAI) disclose in this Form 4?

Damien Lamendola acquired 550,000 Class A shares on 10/20/2025 at $0, reflecting RSUs deemed fully vested on issuance.

How many Marpai (MRAI) shares does the reporting person hold directly after the transaction?

He reported 1,350,000 shares held directly following the transaction.

What indirect holdings were disclosed for Marpai (MRAI)?

Indirect holdings include 6,419,893 shares via HillCour Investment Fund, LLC and 931,674 shares via WellEnterprises USA, LLC.

What roles does the reporting person hold at Marpai (MRAI)?

He is a Chief Executive Officer, Director, and 10% Owner.

What is the nature of the acquired Marpai (MRAI) shares?

They are RSUs that were deemed fully vested on the issuance date.

When did the reported Marpai (MRAI) transaction occur?

The transaction date is 10/20/2025.