MRAI director reports 147,058-share purchase, 800,000-share disposal

Rhea-AI Filing Summary

Marpai, Inc. (MRAI) director and CEO Damien Lamendola reported transactions dated 09/30/2025. He acquired 147,058 shares of Class A common stock at $1.36 per share and disposed of 800,000 shares on the same date. After these reported transactions, his beneficial ownership is stated as 6,419,893 shares, held indirectly through entities he controls as described in the footnotes. The filing shows two indirect holdings: shares held by HillCour Investment Fund, LLC (managed by Mr. Lamendola) and shares held by WellEnterprises USA, LLC, which is controlled through HillCour affiliates. The form is signed by Mr. Lamendola.

Positive

• Acquired 147,058 shares at $1.36, indicating insider purchase
• Retains substantial beneficial ownership of 6,419,893 shares via controlled entities

Negative

• Disposed 800,000 shares on the same date as the acquisition
• Holdings structured indirectly through multiple entities, which may obscure direct ownership changes

Insights

Corporate Governance Analyst

Insider shows both buying and selling actions, leaving substantial indirect control.

The reporting person, who is a director, CEO, and a 10% owner, recorded an acquisition of 147,058 shares at $1.36 and a disposal of 800,000 shares on 09/30/2025. These moves left him with 6,419,893 shares beneficially owned through controlled entities.

Because the holdings are described as indirect and held via HillCour Investment Fund, LLC and WellEnterprises USA, LLC, the filings indicate retained voting and dispositive power rather than arm's-length sales; this is relevant to assessments of control and potential corporate influence.

Transaction date disclosed: 09/30/2025.

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).

1. Name and Address of Reporting Person^*

Lamendola Damien

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		P		147,058	A	$1.36	6,419,893	I	See footnote(1)
Class A Common Stock								800,000	D
Class A Common Stock								931,674	I	See footnote(2)

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. Held by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and holds the voting and dispositive power over the securities held by HillCour Investment Fund, LLC.

2. Held by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holding Corporation, a corporation controlled by Mr. Lamendola. Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC.

	/s/ Damien Lamendola	10/02/2025
	** 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 transactions did Damien Lamendola report for MRAI?

He reported an acquisition of 147,058 Class A shares at $1.36 and a disposal of 800,000 Class A shares, both with transaction date 09/30/2025.

How many MRAI shares does Damien Lamendola beneficially own?

The Form 4 reports beneficial ownership of 6,419,893 shares following the reported transactions.

Through which entities are Lamendola's MRAI shares held?

Shares are held indirectly by HillCour Investment Fund, LLC and WellEnterprises USA, LLC, both described as controlled by Mr. Lamendola.

What roles does Damien Lamendola have at Marpai (MRAI)?

He is reported as a Director, Chief Executive Officer, and a 10% owner of the issuer.

What is the transaction date listed on the Form 4?

The transaction date for the reported acquisition and disposal is 09/30/2025.