What plan governs the 300,000-share grant to Marpai (MRAI)’s CEO?

The 300,000-share grant was made under Marpai Inc.’s 2024 Global Stock Incentive Plan. The filing notes these restricted stock units are deemed fully vested on the issuance date, meaning the CEO’s rights to these shares are not subject to future vesting conditions.

What is the significance of the $0.00 price on the Marpai (MRAI) share grant?

The $0.00 price indicates the CEO did not pay cash for the 300,000 shares. They were awarded as compensation via restricted stock units under the 2024 Global Stock Incentive Plan, which is a common structure for executive equity incentives.

[Form 4] Marpai, Inc. Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lamendola Damien reported acquisition or exercise transactions in this Form 4 filing.

Marpai, Inc. reported that Chief Executive Officer Damien Lamendola received a grant of 300,000 shares of Class A common stock on May 29, 2026 at $0.00 per share. The shares were granted as restricted stock units under the 2024 Global Stock Incentive Plan and are deemed fully vested on the issuance date. Following the grant, he directly owns 1,650,000 Class A shares, with additional indirect holdings through entities he controls, including HillCour Investment Fund, LLC and WellEnterprises USA, LLC.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lamendola Damien

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	300,000	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,650,000 shares (Direct, null); Class A Common Stock — 6,419,893 shares (Indirect, See footnote)

Footnotes (1)

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

Key Figures

Share grant size: 300,000 shares Grant price: $0.00 per share Direct holdings after grant: 1,650,000 shares +2 more

5 metrics

Share grant size 300,000 shares Class A Common Stock grant on May 29, 2026

Grant price $0.00 per share Price for 300,000-share award

Direct holdings after grant 1,650,000 shares Class A Common Stock directly owned post-transaction

HillCour indirect holdings 931,674 shares Class A Common Stock held by HillCour Investment Fund, LLC

WellEnterprises indirect holdings 6,419,893 shares Class A Common Stock held by WellEnterprises USA, LLC

Key Terms

restricted stock units, 2024 Global Stock Incentive Plan, voting and dispositive power, indirect ownership

4 terms

restricted stock units financial

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

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.

2024 Global Stock Incentive Plan financial

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

voting and dispositive power financial

"Mr. Lamendola is the Manager, and holds the voting and dispositive power over the securities"

indirect ownership financial

"Held by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 04:57 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^*

Lamendola Damien

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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)
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								6,419,893	I	See footnote⁽²⁾
Class A Common Stock	05/29/2026		A		300,000⁽¹⁾	A	$0	1,650,000	D
Class A Common Stock								931,674	I	See footnote⁽³⁾

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

2. 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.

3. 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	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 did Marpai (MRAI) CEO Damien Lamendola report in this Form 4?

He reported a grant of 300,000 shares of Class A common stock at $0.00 per share. The grant came as restricted stock units that are fully vested on the issuance date under Marpai’s 2024 Global Stock Incentive Plan.

How many Marpai (MRAI) shares does the CEO directly own after this grant?

After the grant, Damien Lamendola directly owns 1,650,000 shares of Marpai Class A common stock. This reflects the addition of 300,000 fully vested shares granted on May 29, 2026, under the company’s 2024 Global Stock Incentive Plan.

Does the Marpai (MRAI) CEO have indirect shareholdings through other entities?

Yes. Shares are held indirectly through HillCour Investment Fund, LLC and WellEnterprises USA, LLC. The filing states Damien Lamendola is the controlling person and holds voting and dispositive power over securities held by these entities, giving him authority over those indirect positions.

Were there any open-market buys or sells of Marpai (MRAI) stock in this Form 4?

The Form 4 does not show open-market purchases or sales. It reports a grant of 300,000 fully vested shares at $0.00 per share and two indirect holding entries, which reflect ownership positions rather than market buy or sell transactions.