MRAI Form 4: Director awarded 225,000 RSUs with staged vesting

Rhea-AI Filing Summary

Marpai, Inc. (MRAI) director Robert Pons reported equity awards on a Form 4. On 10/20/2025, he acquired an aggregate 225,000 Class A common shares via RSUs at $0: 50,000 RSUs deemed fully vested on issuance; 75,000 RSUs vesting over nine months (25,000 at each three‑month interval); and 100,000 RSUs with 50,000 vested on issuance and 50,000 vesting upon the Company’s uplisting to Nasdaq.

Following these transactions, beneficial ownership was 309,200 shares as of 10/20/2025. These entries reflect stock-based compensation mechanics and vesting conditions rather than open-market purchases.

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

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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^*

PONS ROBERT M

(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)
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	10/20/2025		A		50,000(1)	A	$0	134,200	D
Class A Common Stock	10/20/2025		A		75,000(2)	A	$0	209,200	D
Class A Common Stock	10/20/2025		A		100,000(3)	A	$0	309,200	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 are deemed fully vested on the issuance date.

2. The RSUs vest over a period of nine months as follows: 25,000 RSUs vesting 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.

3. The RSUs vest as follows: 50,000 RSUs are deemed fully vested on the issuance date and 50,000 RSUs vesting upon the Company's uplisting to Nasdaq.

	/s/ Robert Pons	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).
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FAQ

What did MRAI director Robert Pons report on Form 4?

He reported RSU-based acquisitions totaling 225,000 Class A shares on 10/20/2025 at $0.

How do the reported RSUs for MRAI (MRAI) vest?

50,000 RSUs vested on issuance; 75,000 vest over nine months (25,000 at 3, 6, and 9 months); 100,000 split with 50,000 on issuance and 50,000 upon uplist to Nasdaq.

What is Robert Pons’s beneficial ownership after these transactions?

Beneficial ownership was 309,200 shares as of 10/20/2025.

Were these MRAI shares purchased in the open market?

No. The entries reflect RSU awards at $0 per the Form 4, not open-market purchases.

What is the total number of RSUs reported for MRAI?

The filing shows a total of 225,000 RSUs across three awards on 10/20/2025.

What condition affects part of the RSU vesting for MRAI?

Vesting of 50,000 RSUs occurs upon the Company’s uplist to Nasdaq.