Marpai (MRAI) director gets 100,000-share RSU grant, forfeits 50,000

Rhea-AI Filing Summary

Marpai, Inc. director Jennifer Rosario Calabrese reported equity compensation changes in Class A common stock. On May 29, 2026, she acquired 100,000 shares at a stated price of $0.00 per share, reflecting a fully vested restricted stock unit award granted under Marpai Inc.'s 2024 Global Stock Incentive Plan. The filing also notes a December 8, 2025 forfeiture of 50,000 unvested RSUs returned to the issuer pursuant to the award terms. Following these transactions, she directly holds 225,000 shares of Class A common stock.

Insider Trade Summary 10b5-1

2 transactions reported

Mixed 2 txns

Insider Calabrese Jennifer Rosario

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	100,000	$0.00	--
Disposition	Class A Common Stock	50,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 225,000 shares (Direct, null)

Footnotes (1)

1. Represents the forfeiture of unvested restricted stock units ("RSUs") pursuant to the terms of the award agreement. The RSUs were granted pursuant to Marpai Inc.'s 2024 Global Stock Incentive Plan and are deemed fully vested on the issuance date.

Key Figures

RSU grant shares: 100,000 shares Grant price per share: $0.00 per share RSU forfeiture: 50,000 shares +1 more

4 metrics

RSU grant shares 100,000 shares Class A Common Stock grant on May 29, 2026

Grant price per share $0.00 per share Stated price for 100,000-share award

RSU forfeiture 50,000 shares Forfeiture of unvested RSUs on December 8, 2025

Shares held after transactions 225,000 shares Total Class A Common Stock directly owned after reported events

Key Terms

restricted stock units, forfeiture, Disposition to issuer, Global Stock Incentive Plan

4 terms

restricted stock units financial

"Represents the forfeiture of unvested restricted stock units ("RSUs") pursuant"

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.

forfeiture financial

"Represents the forfeiture of unvested restricted stock units ("RSUs") pursuant"

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Global Stock Incentive Plan financial

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

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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^*

Calabrese Jennifer Rosario

(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)
12/08/2025

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	12/08/2025		D		50,000(1)	D	$0.00	225,000	D
Class A Common Stock	05/29/2026		A		100,000(2)	A	$0.00	225,000	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. Represents the forfeiture of unvested restricted stock units ("RSUs") pursuant to the terms of the award agreement.

2. The RSUs were granted pursuant to Marpai Inc.'s 2024 Global Stock Incentive Plan and are deemed fully vested on the issuance date.

	/s/ Jennifer Calabrese	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 insider transaction did Marpai (MRAI) report for Jennifer Rosario Calabrese?

Marpai reported that director Jennifer Rosario Calabrese received 100,000 shares of Class A common stock on May 29, 2026. These shares stem from a fully vested restricted stock unit award under the company’s 2024 Global Stock Incentive Plan, recorded at a stated price of $0.00 per share.

How many Marpai (MRAI) shares did the director acquire in the latest Form 4?

The director acquired 100,000 shares of Marpai Class A common stock on May 29, 2026. The acquisition is coded as a grant or award and priced at $0.00 per share, reflecting equity compensation rather than an open-market purchase of stock.

Did the Marpai (MRAI) director also dispose of any equity awards?

Yes. The filing shows a disposition of 50,000 shares on December 8, 2025, coded as a disposition to the issuer. A footnote explains this represents forfeiture of unvested restricted stock units returned under the terms of the award agreement.

What plan governs the new restricted stock unit grant at Marpai (MRAI)?

The restricted stock units were granted under Marpai Inc.'s 2024 Global Stock Incentive Plan. A footnote explains these RSUs are deemed fully vested on the issuance date, meaning the director’s right to the underlying 100,000 shares is not subject to further vesting conditions.

How many Marpai (MRAI) shares does the director hold after these transactions?

After the reported grant and earlier forfeiture, the director directly holds 225,000 shares of Marpai Class A common stock. This post-transaction ownership figure appears in both transaction rows of the Form 4 as the total shares following the respective transactions.