Marpai (MRAI) director receives 100,000 RSUs tied to strategic deal

Rhea-AI Filing Summary

SHIV SAGIV reported acquisition or exercise transactions in this Form 4 filing.

Marpai, Inc. director Shiv Sagiv received an equity grant of 100,000 shares of Class A Common Stock in the form of restricted stock units. The grant price is shown as $0.00 per share, indicating compensation rather than an open-market purchase.

According to the vesting terms, one-third of these RSUs vested on February 19, 2026, one-third vests upon execution of a Board-approved letter of intent or comparable indication of interest for a potential strategic transaction, and the final third vests upon the closing of that strategic transaction, in each case requiring continued service. After this award, Sagiv directly holds 522,000 shares of Marpai, Inc. common stock.

Insider Trade Summary 10b5-1

1 transaction reported

Mixed 1 txn

Insider SHIV SAGIV

Role Director

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

Holdings After Transaction: Class A Common Stock — 522,000 shares (Direct)

Footnotes (1)

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Key Figures

RSUs granted: 100,000 shares Grant price: $0.00 per share Shares held after transaction: 522,000 shares +3 more

6 metrics

RSUs granted 100,000 shares Restricted stock unit grant on February 19, 2026

Grant price $0.00 per share RSU award classified as grant/award acquisition

Shares held after transaction 522,000 shares Total direct holdings following RSU grant

Initial vesting portion 1/3 of RSUs Vested on February 19, 2026

LOI-triggered vesting 1/3 of RSUs Vests upon Board-approved strategic transaction LOI

Closing-triggered vesting 1/3 of RSUs Vests upon closing of strategic transaction

Key Terms

restricted stock units ("RSUs"), 2024 Global Stock Incentive Plan, letter of intent, strategic transaction, +1 more

5 terms

restricted stock units ("RSUs") financial

"The restricted stock units ("RSUs") were granted pursuant to the Marpai Inc.'s (the "Company") 2024 Global Stock Incentive Plan."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2024 Global Stock Incentive Plan financial

"The restricted stock units ("RSUs") were granted pursuant to the Marpai Inc.'s (the "Company") 2024 Global Stock Incentive Plan."

letter of intent financial

"one-third (1/3) of the RSUs vest upon the execution of a letter of intent or other comparable indication of interest"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

strategic transaction financial

"in connection with a potential strategic transaction (the "Strategic Transactions"), and the remaining one-third (1/3) of the RSUs vest upon the closing of the Strategic Transaction"

A strategic transaction is a deliberate business deal—such as a merger, acquisition, divestiture, joint venture or major investment—designed to change a company’s long‑term position, growth path or cost structure. Investors care because these deals can materially alter future revenue, profits and risk exposure; like rearranging pieces on a chessboard, a successful transaction can improve competitive strength and shareholder value, while a poorly executed one can harm them.

continued service financial

"in each case subject to the reporting person's continued service through the applicable vesting date."

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^*

SHIV SAGIV

(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)
02/19/2026

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	02/19/2026		A		100,000(1)	A	$0.00	522,000	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 restricted stock units ("RSUs") were granted pursuant to the Marpai Inc.'s (the "Company") 2024 Global Stock Incentive Plan. One-third (1/3) of the RSUs vested on February 19, 2026 (the "Effective Date"), one-third (1/3) of the RSUs vest upon the execution of a letter of intent or other comparable indication of interest approved by the Company's Board of Directors in connection with a potential strategic transaction (the "Strategic Transactions"), and the remaining one-third (1/3) of the RSUs vest upon the closing of the Strategic Transaction, in each case subject to the reporting person's continued service through the applicable vesting date.

	/s/ Sagiv Shiv	04/08/2026
	** 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) director Shiv Sagiv report?

Shiv Sagiv reported receiving 100,000 restricted stock units of Marpai Class A Common Stock as a grant. The Form 4 shows a transaction price of $0.00 per share and classifies the event as a grant, award, or other acquisition, not an open-market purchase.

How do Shiv Sagiv’s new Marpai (MRAI) RSUs vest over time?

The 100,000 RSUs vest in three equal parts. One-third vested on February 19, 2026, one-third vests upon a Board-approved strategic transaction letter of intent, and the remaining third vests at closing of that strategic transaction, all subject to continued service.

How many Marpai (MRAI) shares does Shiv Sagiv hold after this Form 4 transaction?

Following the reported RSU grant, Shiv Sagiv directly holds 522,000 shares of Marpai Class A Common Stock. This total reflects his position after the 100,000-share restricted stock unit award disclosed in the Form 4 insider filing for February 19, 2026.

Is the Marpai (MRAI) RSU grant to Shiv Sagiv an open-market stock purchase?

No, the transaction is classified as a grant, award, or other acquisition of restricted stock units. The Form 4 lists a transaction price of $0.00 per share, indicating a compensation-related award rather than an open-market purchase of Marpai shares by the director.

What event-related conditions affect vesting of Shiv Sagiv’s Marpai (MRAI) RSUs?

Two-thirds of the RSUs are tied to a potential strategic transaction. One-third vests when a Board-approved letter of intent or similar indication of interest is executed, and another third vests at closing of that strategic transaction, assuming continued service.