Form 4: Marpai Director Sagiv Shiv Acquires 75,000 RSUs

Marpai, Inc. Director Sagiv Shiv reported the acquisition of 75,000 Class A Common Stock Restricted Stock Units (RSUs) under a Rule 10b5-1 plan.

Summary

• Sagiv Shiv, a Director of Marpai, Inc. (MRAI), acquired 75,000 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs).
• The transaction occurred on August 19, 2025, and was made pursuant to a Rule 10b5-1 pre-arranged trading plan.
• The RSUs were acquired at a price of $0.00 per unit, as is typical for RSU grants.
• Following this transaction, Sagiv Shiv beneficially owns a total of 135,000 shares of Class A Common Stock.
• 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 reflects a director's increased equity stake and long-term alignment with the company's performance, which is generally viewed favorably by investors. It's a standard compensation event, not indicative of extraordinary news.

Positives

• The acquisition of Restricted Stock Units by a director indicates continued alignment of management interests with shareholder value.
• The use of a Rule 10b5-1 plan demonstrates a pre-planned and transparent approach to insider transactions.

Future Outlook

The RSU grant and its vesting schedule indicate a long-term incentive for the director, aligning their future financial interests with the company's performance over the vesting period.

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a standard practice in executive and board compensation across various industries, designed to incentivize long-term performance and align leadership interests with shareholder returns. This type of compensation is common in technology and healthcare sectors, where Marpai operates.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a widely accepted practice, comparable to compensation structures at companies like HealthEquity (HQY) or Castlight Health (CSLT) before its acquisition, which often utilize equity grants to retain and incentivize key personnel.
• The vesting schedule over nine months is relatively short compared to typical multi-year vesting schedules (e.g., 3-4 years) often seen for broader employee RSU grants, but can be common for director grants or specific performance-based awards.
• The establishment of a Rule 10b5-1 plan for such transactions is a best practice in corporate governance, ensuring compliance with insider trading regulations and providing transparency, similar to practices at most publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of a director's financial interests with long-term shareholder value through equity ownership.
• Management: Provides a long-term incentive for the director to contribute to the company's sustained success.

Next Steps

• The remaining 50,000 RSUs will vest in two equal tranches of 25,000 shares on the six-month and nine-month anniversaries of the grant date.

Key Dates

Keywords

Marpai, MRAI, Sagiv Shiv, Form 4, Restricted Stock Units, RSU, Insider Ownership, Director, Equity Compensation, Rule 10b5-1