Form 4: reAlpha CEO Logozzo Awarded Performance & Service RSUs

reAlpha Tech Corp. CEO Michael J. Logozzo received 149,133 restricted stock units (RSUs) as compensation for Q3 2025 performance and services.

Summary

• Michael J. Logozzo, Chief Executive Officer of reAlpha Tech Corp. (AIRE), was granted a total of 149,133 restricted stock units (RSUs) on October 30, 2025.
• Of these, 44,478 RSUs were awarded under the 2025 Short-Term Incentive Plan and 2022 Equity Incentive Plan for achieving performance goals for the fiscal quarter ended September 30, 2025.
• An additional 104,655 RSUs were granted under the 2022 Equity Incentive Plan as compensation for executive officer services during the fiscal quarter ended September 30, 2025.
• Each RSU represents a contingent right to receive one share of common stock, with the number of RSUs based on the closing price of $0.5972 on October 30, 2025.
• Both grants follow a similar vesting schedule: 50% will vest 12 months from the grant date, and the remaining 50% will vest in four equal quarterly installments over the subsequent 12-month period.
• Vesting is contingent upon Logozzo's continuous service with the company; unvested RSUs are forfeited upon separation from service.
• Following these transactions, Logozzo directly beneficially owns 573,406 shares of common stock and indirectly owns 2,199,938 shares through his spouse.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the CEO is receiving compensation, including performance-based awards, which suggests achievement of company goals and aligns executive interests with shareholders. However, it's a routine compensation disclosure rather than a significant operational or financial announcement.

Positives

• The CEO received performance-based RSUs, indicating the achievement of company goals for Q3 2025.
• The RSU grants align the CEO's interests with long-term shareholder value through equity ownership and vesting schedules.
• The compensation committee approved these grants, demonstrating structured corporate governance regarding executive incentives.

Negatives

• The stock price used for RSU calculation was $0.5972, which is a relatively low valuation for the company's common stock.

Risks

• Unvested RSUs are subject to forfeiture if the reporting person is separated from service with the Issuer for any reason, which could impact executive retention.
• Future dilution of existing shareholders' equity will occur as these RSUs vest and convert into common stock.

Future Outlook

The vesting schedule for the granted RSUs extends over a 24-month period, indicating an expectation of continued service from the CEO and a long-term alignment of his incentives with the company's performance.

Industry Context

The granting of restricted stock units (RSUs) is a common practice in the technology and real estate sectors for executive compensation, aiming to incentivize long-term performance and retention by aligning management's interests with shareholder value. This filing reflects a standard approach to executive equity compensation.

Comparison to Industry Standards

• The use of RSUs with performance and service-based vesting conditions is a standard executive compensation practice across various industries, including technology and real estate, comparable to companies like Zillow or Redfin in the real estate tech space, or smaller growth-stage tech companies.
• The vesting schedule (50% after 12 months, then quarterly over the next 12 months) is a common structure designed to encourage long-term commitment and performance, similar to many peer companies' equity incentive plans.

Corporate Governance

Related Party Transactions

• The RSU grants to Michael J. Logozzo, the Chief Executive Officer, constitute a related party transaction as it involves compensation to a key executive.

Stakeholder Impact

• Shareholders: Potential future dilution as RSUs convert to common stock, but also benefit from increased alignment of CEO's interests with long-term company performance.
• Employees: The grants to the CEO may set a precedent or reflect the company's overall approach to equity-based compensation for key personnel.
• Management: The CEO receives significant equity compensation, incentivizing continued service and performance.

Next Steps

• The granted RSUs will begin vesting 12 months from October 30, 2025, with subsequent quarterly vesting over the following 12 months, subject to continuous service.

Key Dates

Keywords

reAlpha Tech Corp, AIRE, Form 4, SEC filing, Restricted Stock Units, RSUs, Executive Compensation, Insider Transaction, Michael J. Logozzo, CEO, Equity Incentive Plan, Performance Goals, Stock Grant