Form 4: Marpai CEO Lamendola Boosts Stake with RSU Grant

Marpai, Inc. CEO Damien Lamendola reported an acquisition of 550,000 Class A Common Stock shares through a fully vested RSU grant.

Summary

• Damien Lamendola, Chief Executive Officer, Director, and 10% Owner of Marpai, Inc. (MRAI), reported changes in his beneficial ownership.
• On October 20, 2025, Mr. Lamendola acquired 550,000 shares of Class A Common Stock through a Restricted Stock Unit (RSU) grant.
• These RSUs were deemed fully vested on the issuance date, with an acquisition price of $0.
• Following this transaction, Mr. Lamendola directly beneficially owns 1,350,000 shares of Class A Common Stock.
• He also indirectly beneficially owns 6,419,893 shares through HillCour Investment Fund, LLC, where he is the Manager and holds voting and dispositive power.
• Additionally, he indirectly beneficially owns 931,674 shares through WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is controlled by Mr. Lamendola.

Sentiment

Score: 6

Explanation: The acquisition of shares by the CEO through an RSU grant is generally a positive signal, indicating increased alignment of management's interests with shareholders. However, it's a compensation event rather than a direct investment, and the impact on company fundamentals is indirect.

Positives

• CEO Damien Lamendola increased his direct beneficial ownership by 550,000 shares through a fully vested RSU grant, further aligning his interests with shareholders.
• The RSUs were granted at a price of $0, indicating a compensation component that increases his equity stake without a direct cash outlay.

Future Outlook

This filing is a report of an insider transaction and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This insider transaction reflects a change in beneficial ownership for a key executive. While not directly indicative of broader industry trends, an increase in executive ownership can signal confidence in the company's future within its sector. The health technology and insurance services industry, in which Marpai operates, is dynamic, and executive alignment through equity ownership is a common practice to incentivize long-term performance.

Comparison to Industry Standards

• The RSU grant to the CEO is a standard form of executive compensation, aligning management's interests with shareholders.
• Without specific details on performance conditions or vesting schedules (beyond immediate vesting), a direct comparison to specific industry benchmarks or competitor compensation packages is not feasible from this filing alone.
• Increasing executive equity stake is generally viewed positively in corporate governance, as it enhances alignment between management and shareholder interests.

Related Party Transactions

• The indirect beneficial ownership through HillCour Investment Fund, LLC and WellEnterprises USA, LLC, both controlled by Mr. Lamendola, represents related party holdings.

Stakeholder Impact

• Shareholders: Increased alignment of the CEO's interests with shareholders due to a larger equity stake, potentially signaling confidence in future performance.
• Employees: No direct impact on employees mentioned in this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders mentioned in this filing.

Key Dates

Recommendation

The Form 4 filing indicates an increase in the CEO's beneficial ownership through an RSU grant, which is a positive signal for management alignment. However, this is a compensation event rather than a direct market purchase, and the filing does not provide sufficient information on company performance, strategic direction, or valuation to warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and await further financial disclosures for a comprehensive assessment.

Keywords

Marpai, MRAI, Damien Lamendola, Insider Trading, Form 4, SEC Filing, Stock Ownership, Restricted Stock Units, CEO, Director, 10% Owner