Was the 100,000-share Marpai (MRAI) transaction an open-market purchase?

The 100,000-share transaction was a grant or award, not an open-market purchase. It is reported with code A and a per-share price of $0.00, indicating compensation-related equity rather than a market buy order.

What does the 50,000-share disposition by Robert M. Pons in Marpai (MRAI) represent?

The 50,000-share disposition reflects forfeiture of unvested restricted stock units to the issuer. A footnote explains these unvested RSUs were forfeited under the terms of the award agreement, rather than being sold in the open market.

Marpai (MRAI) director reports 100K RSU grant and 484K shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Marpai, Inc. director Robert M. Pons reported equity compensation and a prior forfeiture involving Class A Common Stock–linked awards. On May 29, 2026, he acquired 100,000 shares at a stated price of $0.00 per share as a grant or award. Footnotes explain these restricted stock units were granted under Marpai Inc.'s 2024 Global Stock Incentive Plan and are deemed fully vested on the issuance date. A prior transaction on December 8, 2025 shows a disposition of 50,000 shares back to the issuer, representing the forfeiture of unvested RSUs under the award terms. Following the reported transactions, Pons directly holds 484,200 shares of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider PONS ROBERT M

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 — 484,200 shares (Direct, null)

Footnotes (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 size: 100,000 shares Grant price: $0.00 per share Forfeited unvested RSUs: 50,000 shares +1 more

4 metrics

RSU grant size 100,000 shares Grant/award of Class A Common Stock on May 29, 2026

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

Forfeited unvested RSUs 50,000 shares Disposition to issuer on December 8, 2025

Post-transaction holdings 484,200 shares Class A Common Stock held directly after reported transactions

Key Terms

restricted stock units, RSUs, 2024 Global Stock Incentive Plan, Disposition to issuer, +1 more

5 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.

RSUs financial

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

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

2024 Global Stock Incentive Plan financial

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

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Class A Common Stock financial

""security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 04:59 PM

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).

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/08/2025		D		50,000⁽¹⁾	D	$0.00	484,200	D
Class A Common Stock	05/29/2026		A		100,000⁽²⁾	A	$0.00	484,200	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Robert Pons	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Marpai (MRAI) director Robert M. Pons report?

Robert M. Pons reported a grant of 100,000 Class A Common Stock–linked shares on May 29, 2026, and a prior 50,000-share disposition to the issuer on December 8, 2025, tied to forfeited unvested restricted stock units.

How many Marpai (MRAI) shares does Robert M. Pons hold after the Form 4?

After the reported transactions, Robert M. Pons holds 484,200 shares of Marpai Class A Common Stock directly. This figure reflects his position following both the 100,000-share grant and the earlier 50,000-share forfeiture to the issuer.

Under which plan were Robert M. Pons’s Marpai (MRAI) RSUs granted?

The restricted stock units were granted under Marpai Inc.'s 2024 Global Stock Incentive Plan. Footnotes state that these RSUs are deemed fully vested on the issuance date, clarifying their vesting status at the time of the reported grant.