reAlpha Tech Corp. — Director's Dealing 2025

May 2, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: reAlpha Tech Corp. (AIRE)
CIK: 0001859199
Period of Report: 2025-04-30

Reporting Person: Devanur Giri (Director, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-30	Common Stock	A	81682	—	Acquired	27719092	Direct
2025-04-30	Common Stock	A	96914	—	Acquired	27816006	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2700000	Indirect

Footnotes

F1: Represents restricted stock units (each, an "RSU" and collectively, "RSUs") granted on April 30, 2025, pursuant to the Issuer's 2025 Short-Term Incentive Plan (the "STIP") and under its 2022 Equity Incentive Plan (as amended, the "Plan") upon achievement of performance goals for the fiscal quarter ended March 31, 2025, as approved by the Compensation Committee. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 50% of these RSUs will vest on the date that is 12 months from the date of grant and the remaining 50% will vest in four equal quarterly installments over the next 12-month period thereafter, subject to the continuous service of the reporting person on such vesting dates and compliance with the terms and conditions of the STIP and the Plan. The number of RSUs awarded is based on the closing price of the Issuer's common stock as reported on the Nasdaq Capital Market on April 30, 2025, of $0.6449.

F2: Due to a character limit, Footnote 2 is a continuation of Footnote 1: Unvested RSUs are forfeited if the reporting person is separated from service with the Issuer for any or no reason.

F3: Represents RSUs granted on April 30, 2025, by the Compensation Committee under the Plan as compensation for services as an executive officer during the fiscal quarter ended March 31, 2025. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 50% of these RSUs will vest on the date that is 12 months from the date of grant and the remaining 50% will vest in four equal quarterly installments over the next 12-month period thereafter, subject to the continuous service of the reporting person on such vesting dates and compliance with the terms and conditions of the Plan. The number of RSUs awarded is based on the closing price of the Issuer's common stock as reported on the Nasdaq Capital Market on April 30, 2025, of $0.6449. Unvested RSUs are forfeited if the reporting person is separated from service with the Issuer for any or no reason.

F4: The reporting person is the managing member of Giri Devanur Holdings LLC and holds sole voting and investment power with respect to those shares of common stock.