MRAI Form 4: Shiv Sagiv Vests 75,000 RSUs, Now Owns 135,000 Shares

Rhea-AI Filing Summary

Marpai, Inc. director Shiv Sagiv reported the vesting and acquisition of 75,000 restricted stock units (RSUs) on 08/19/2025, increasing his beneficial ownership to 135,000 shares of Class A common stock. The filing indicates the RSUs were granted under a plan with a nine-month vesting schedule: 25,000 RSUs vested at three months, 25,000 at six months, and 25,000 at nine months.

The Form 4 was signed on 09/15/2025 and notes the transaction was made pursuant to a plan intended to meet the Rule 10b5-1 affirmative defense. Sagiv is identified as a director. No options or derivative transactions are reported in this filing.

Positive

• Acquisition of 75,000 RSUs vested on 08/19/2025, increasing beneficial ownership to 135,000 Class A shares
• Transaction made pursuant to a Rule 10b5-1 plan, which supports defensible timing and compliance with insider trading rules
• Staged nine-month vesting schedule (25,000 at three months, 25,000 at six months, 25,000 at nine months) aligns director and shareholder interests

Negative

• None.

Insights

Financial Analyst

TL;DR: Director acquired 75,000 RSUs, raising direct ownership to 135,000 Class A shares; transaction reflects routine equity compensation vesting.

The reported transaction is a standard equity-compensation vesting event that increases the insider's direct stake. The acquisition price is $0.00 because these are vesting RSUs rather than open-market purchases, so there is no immediate cash outlay recorded. For investors, such vesting signals continued alignment of management with shareholders but is typically not a material corporate-finance event unless part of a larger pattern of insider buying or dilution.

Corporate Governance Expert

TL;DR: Vesting of RSUs for a director is a governance-related compensation matter and was executed under a 10b5-1 plan per the filing.

The filing notes the use of a written plan intended to satisfy Rule 10b5-1 conditions, which helps mitigate insider-trading timing concerns. The nine-month staged vesting schedule is common for retention and incentive purposes. This disclosure is routine and consistent with standard governance practices for executive and director compensation.

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
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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).

X

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^*

SHIV SAGIV

(Last) (First) (Middle)

C/O MARPAI, INC.

615 CHANNELSIDE DRIVE, SUITE 207

(Street)

TAMPA 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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		A		75,000(1)	A	$0.00	135,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The RSUs vest over a period of nine months as follows: 25,000 RSUs vested on the three month anniversary of the grant date, 25,000 RSUs vesting on the six month anniversary of the grant date and 25,000 RSUs vesting on the nine month anniversary of the grant date.

	/s/ Sagiv Shiv	09/15/2025
	** 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 did Marpai (MRAI) director Shiv Sagiv report on Form 4?

He reported the vesting and acquisition of 75,000 RSUs on 08/19/2025, bringing his beneficial ownership to 135,000 Class A shares.

Were any open-market purchases or sales reported by Shiv Sagiv in this Form 4?

No. The filing reports the vesting of RSUs (transaction code A) with a reported price of $0.00, and no open-market purchases or sales are listed.

Does the filing indicate the transaction followed an insider trading plan?

Yes. The form is checked to indicate the transaction was made pursuant to a plan intended to satisfy the Rule 10b5-1 affirmative defense.

What is the vesting schedule for the RSUs reported by Shiv Sagiv?

The RSUs vest over nine months: 25,000 RSUs vested at three months, 25,000 at six months, and 25,000 at nine months from the grant date.

When was the Form 4 signed and filed?

The signature on the filing is dated 09/15/2025; the transaction date reported is 08/19/2025.