MRAI Form 4: Director Jennifer Calabrese Receives 75,000 RSUs Under 10b5-1 Plan

Rhea-AI Filing Summary

Jennifer Calabrese, a director of Marpai, Inc. (MRAI), reported the vesting and acquisition of 75,000 restricted stock units (RSUs) on 08/19/2025. The Form 4 shows the 75,000 RSUs were acquired with a reported price of $0.00 and resulted in 125,000 shares of Class A common stock beneficially owned following the transaction. The filing indicates the transaction was made pursuant to a written plan intended to satisfy Rule 10b5-1(c) affirmative defense conditions and that the RSUs vest over nine months in three equal tranches of 25,000 RSUs at three, six and nine months from the grant date.

The Form 4 was filed as an individual report and signed by Ms. Calabrese on 09/15/2025.

Positive

• 75,000 RSUs vested on 08/19/2025, increasing the reporting person's direct holdings to 125,000 shares of Class A common stock
• The Form 4 indicates the transaction was made pursuant to a written plan intended to satisfy Rule 10b5-1(c), which provides a clear procedural context for the trade
• Vesting schedule disclosed: 25,000 RSUs at three months, 25,000 at six months, and 25,000 at nine months from grant date

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received 75,000 RSUs that vested, bringing direct beneficial ownership to 125,000 shares; transaction reported under Rule 10b5-1.

The reported transaction is a routine insider compensation vesting event: 75,000 RSUs vested on 08/19/2025 at a reported acquisition price of $0.00. The filing notes the transaction was made pursuant to a written plan consistent with Rule 10b5-1(c), which reduces timing concerns about opportunistic trading. Post-transaction beneficial ownership is reported as 125,000 shares of Class A common stock. This disclosure is informational for share ownership tracking and compliance monitoring; it does not by itself indicate change in company fundamentals.

Corporate Governance Expert

TL;DR: Vesting RSUs are standard director compensation; filing complies with Section 16 reporting and notes a 10b5-1 plan condition.

The Form 4 reflects standard disclosure practice for an insider equity award vesting. The schedule of vesting—three equal installments over nine months—is explicitly provided in the explanation. The checkbox indicating a 10b5-1(c) plan suggests the transaction followed a pre-established instruction or plan. From a governance perspective, timely Form 4 disclosure and clarity on vesting schedule support transparency, with no additional governance concerns stated in the filing.

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^*

Calabrese Jennifer Rosario

(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	$0.00	125,000	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/ Jennifer Calabrese	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 did Jennifer Calabrese report on the Form 4 for MRAI?

The report discloses that 75,000 RSUs vested on 08/19/2025, acquired at a reported price of $0.00, resulting in 125,000 shares beneficially owned.

Was the MRAI transaction made under a 10b5-1 plan?

Yes. The Form 4 includes the checked box indicating the transaction was made pursuant to a written plan intended to satisfy Rule 10b5-1(c).

What is the vesting schedule for the RSUs reported by the MRAI director?

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

How many shares did the reporting person own after the transaction?

Following the reported transaction, the filing shows 125,000 shares of Class A common stock beneficially owned.

When was the Form 4 signed and filed by the reporting person?

The Form 4 is signed by Jennifer Calabrese with a signature date of 09/15/2025.