CEO-linked entities boost Marpai (MRAI) stake with 896,903-share open-market buy

Rhea-AI Filing Summary

Marpai, Inc. director, Chief Executive Officer, and over-10% holder Damien Lamendola reported an indirect open‑market purchase of 896,903 shares of Class A common stock at an average price of $1.0592 per share. The shares are held by entities including HillCour Investment Fund, LLC and WellEnterprises USA, LLC, over which he holds voting and dispositive power. Following these transactions, his reported holdings include 6,272,835 indirect shares, 800,000 direct shares, and an additional 931,674 indirect shares of Class A common stock.

Insider Trade Summary

Net Buyer: 896,903 shares ($950,000)

Net Buy 3 txns

Insider Lamendola Damien

Role Chief Executive Officer

Bought 896,903 shs ($950K)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock	896,903	$1.0592	$950K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 6,272,835 shares (Indirect, See footnote); Class A Common Stock — 800,000 shares (Direct)

Footnotes (1)

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. 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.

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).

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)
09/10/2025

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	09/10/2025		P		896,903	A	$1.0592	6,272,835	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	09/26/2025
	** 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 insider transaction did Marpai (MRAI) report for Damien Lamendola?

Marpai reported that entities associated with CEO Damien Lamendola acquired 896,903 shares of Class A common stock in an open‑market purchase at an average price of $1.0592 per share, increasing his overall reported indirect ownership position.

How many Marpai (MRAI) shares does Damien Lamendola indirectly hold after this Form 4?

After the reported transactions, Damien Lamendola’s Form 4 shows 6,272,835 shares of Marpai Class A common stock held indirectly, plus another 931,674 indirect shares through related entities, reflecting positions where he has voting and dispositive power.

Did Damien Lamendola buy or sell Marpai (MRAI) shares in this Form 4?

The Form 4 records a buy transaction. Entities associated with Damien Lamendola conducted an open‑market purchase of 896,903 Class A shares of Marpai at an average price of $1.0592 per share, with no reported sales.

Which entities hold Marpai (MRAI) shares reported for Damien Lamendola?

Indirectly held Marpai shares are reported as held by HillCour Investment Fund, LLC and WellEnterprises USA, LLC. The footnotes state that Damien Lamendola controls these entities and holds the voting and dispositive power over their Marpai share positions.

How many Marpai (MRAI) shares does Damien Lamendola hold directly versus indirectly?

The Form 4 shows 800,000 shares of Marpai Class A common stock held directly by Damien Lamendola. It also reports 6,272,835 and 931,674 Class A shares held indirectly through entities he controls, reflecting substantial indirect ownership.