Form 4: Marpai Director Acquires 75,000 RSUs

Marpai, Inc. Director Jennifer Calabrese reported the acquisition of 75,000 Restricted Stock Units, vesting over nine months.

Summary

• Jennifer Rosario Calabrese, a Director of Marpai, Inc. (MRAI), acquired 75,000 shares of Class A Common Stock.
• The acquisition was in the form of Restricted Stock Units (RSUs) with a transaction price of $0.00 per share.
• The transaction occurred on August 19, 2025, and was made pursuant to a Rule 10b5-1 plan.
• Following this transaction, Jennifer Calabrese beneficially owns 125,000 shares directly.
• The 75,000 RSUs vest over a nine-month period: 25,000 RSUs vested on the three-month anniversary of the grant date, 25,000 RSUs will vest on the six-month anniversary, and the final 25,000 RSUs will vest on the nine-month anniversary of the grant date.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it indicates alignment of interests between a director and shareholders through equity compensation. It is a routine transaction and does not suggest any significant operational or financial changes for the company.

Positives

• The acquisition of Restricted Stock Units by a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.

Future Outlook

The future outlook includes the scheduled vesting of the remaining 50,000 Restricted Stock Units on the six-month and nine-month anniversaries of the grant date, which will increase the director's direct beneficial ownership upon vesting.

Industry Context

The grant of Restricted Stock Units to directors is a common practice in the U.S. public company landscape, serving as a form of equity compensation to attract, retain, and incentivize board members by linking their compensation to the long-term performance of the company's stock.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a standard practice across various industries, including technology and healthcare, aligning with corporate governance best practices to foster long-term commitment and shareholder value creation.
• Companies like Google (Alphabet), Apple, and Microsoft frequently utilize RSU grants for their executives and directors, often with multi-year vesting schedules, similar to the nine-month vesting period observed here, though the specific amounts and vesting terms vary based on company size, performance, and individual roles.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with shareholder value creation, potentially encouraging decisions that benefit long-term stock performance.

Next Steps

• The vesting of 25,000 RSUs on the six-month anniversary of the grant date (February 19, 2026).
• The vesting of 25,000 RSUs on the nine-month anniversary of the grant date (May 19, 2026).

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction involving the grant of Restricted Stock Units to a director as part of their compensation. While it indicates alignment of interests, it does not present new material information that would fundamentally alter the company's financial outlook or operational performance. Therefore, a 'hold' recommendation is appropriate as this event alone does not warrant a change in investment thesis.

Keywords

Marpai, MRAI, Form 4, Insider Transaction, Restricted Stock Units, RSU, Director Compensation, Equity Grant