Form 4: Marpai Director Boosts Stake with 50,000 Shares

Marpai, Inc. Director Jennifer Rosario Calabrese acquired 50,000 shares of Class A Common Stock, increasing her beneficial ownership to 175,000 shares.

Summary

• Jennifer Rosario Calabrese, a Director of Marpai, Inc. (MRAI), acquired 50,000 shares of Class A Common Stock.
• The transaction occurred on October 20, 2025, at a price of $0.00 per share.
• The acquired shares are Restricted Stock Units (RSUs) and are deemed fully vested on the issuance date.
• Following this acquisition, Jennifer Rosario Calabrese's total beneficial ownership in Marpai, Inc. is 175,000 shares of Class A Common Stock.
• The transaction was executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. An increase in director ownership, even through an RSU grant, generally signals alignment of interests and confidence in the company. The use of a 10b5-1 plan also indicates structured and compliant insider trading.

Positives

• A Director increasing their beneficial ownership, even through a grant, can signal confidence in the company's future prospects.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, which demonstrates a pre-planned and transparent approach to insider trading.

Negatives

• The acquisition price of $0.00 indicates a grant of Restricted Stock Units (RSUs) as compensation, rather than an open market purchase with personal capital, which some investors might view as a less strong signal of conviction.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Industry Context

Insider transactions, such as this acquisition by a director, are closely watched by the market as they can provide insights into management's perception of the company's value and future. While RSU grants are a common form of executive compensation, they still represent an increase in insider ownership.

Corporate Governance

Related Party Transactions

• The acquisition of 50,000 shares by Jennifer Rosario Calabrese, a Director of Marpai, Inc., constitutes a related party transaction as it involves an insider of the company.

Stakeholder Impact

• Shareholders may view the increased ownership by a director as a positive signal, potentially boosting investor confidence in the company's leadership and future prospects.
• Employees may see this as a sign of stability and commitment from the company's leadership.

Key Dates

Recommendation

The acquisition of shares by a director, even if through an RSU grant, is generally a positive signal, indicating alignment of interests and potential confidence in the company's future. However, since it's a grant at $0.00 rather than an open market purchase with personal capital, the signal is not as strong as a direct cash investment. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive insider activity while awaiting further fundamental developments.

Keywords

Marpai, MRAI, Insider Transaction, Form 4, Stock Acquisition, Director, Equity Grant, Restricted Stock Units, 10b5-1 Plan