Marpai (MRAI) Insider Disclosure: Purchase and Sale by CEO Lamendola

Rhea-AI Filing Summary

Damien Lamendola, identified as Chief Executive Officer, Director and a 10% owner of Marpai, Inc. (MRAI), reported transactions on Form 4. On 09/10/2025 he purchased 896,903 shares of Class A common stock at $1.0592 per share. The filing reports 6,272,835 shares held following the reported purchase on an indirect basis. The Form also shows a reported disposition of 800,000 Class A shares and an indirect holding of 931,674 Class A shares linked to a separate entity. Footnotes state these holdings are held by HillCour Investment Fund, LLC and WellEnterprises USA, LLC, over which Mr. Lamendola holds voting and dispositive power. The form is signed and dated 09/26/2025.

Positive

• Substantial insider purchase of 896,903 Class A shares at $1.0592 is clearly disclosed
• Clear disclosure of indirect holdings and controlling relationships via footnotes

Negative

• Large disposal of 800,000 Class A shares is reported without accompanying price or proceeds in the form
• Concentrated control indicated by combined roles (CEO, director, >10% owner) and indirect holdings through affiliated entities

Insights

Corporate Governance Expert

TL;DR: Insider activity shows both material purchase and sale with indirect holdings via affiliated entities, raising typical governance disclosure questions.

The Form 4 discloses that the CEO and director directly executed a purchase of 896,903 Class A shares at $1.0592 and reported a separate disposal of 800,000 shares on the same transaction date. Indirect beneficial ownership increases are recorded through two affiliated entities: HillCour Investment Fund, LLC and WellEnterprises USA, LLC, with explicit voting and dispositive power retained by Mr. Lamendola. From a governance perspective, this is a routine Section 16 disclosure but notable because the reporting person is both an officer and a >10% owner, which concentrates control. The filing is properly signed and includes explanatory footnotes identifying the entities holding the shares.

Securities Analyst

TL;DR: Insider purchased nearly 0.9 million shares at about $1.06 and also sold 800,000 shares; net change and timing matter for investor interpretation.

The filing explicitly shows a purchase of 896,903 Class A shares at $1.0592 and a reported disposal of 800,000 shares on 09/10/2025. Post-transaction indirect beneficial ownership is stated as 6,272,835 shares. The disclosure identifies the vehicles holding shares and confirms Mr. Lamendola's control over them. For analysts, the concrete metrics are the share counts and purchase price provided; the filing does not disclose proceeds from the sale or the rationale. As a standalone Form 4, the data is factual and material to short-term share supply and insider behavior analysis.

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

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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.
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FAQ

Who filed the Form 4 for MRAI?

The Form 4 was filed by Damien Lamendola, identified as Chief Executive Officer, Director, and a 10% owner.

What transactions did the insider report on 09/10/2025 for MRAI?

The filing reports a purchase of 896,903 Class A shares at $1.0592 and a reported disposition of 800,000 Class A shares, both dated 09/10/2025.

How many shares did Mr. Lamendola beneficially own after the reported transactions?

The Form states 6,272,835 shares were beneficially owned following the reported purchase, on an indirect basis.

Which entities hold shares on behalf of Mr. Lamendola?

Footnotes identify HillCour Investment Fund, LLC and WellEnterprises USA, LLC as holders, with Mr. Lamendola holding voting and dispositive power.

When was the Form 4 signed?

The Form 4 bears a signature dated 09/26/2025.