Business Context and Reporting Period
This Form 8-K is a current report filed by reAlpha Tech Corp. (Nasdaq: AIRE), an emerging growth company incorporated in Delaware. The report covers events occurring on April 23, 2026, regarding executive compensation. The filing was submitted inadvertently late on September 11, 2026.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the approval of a compensatory arrangement.
Material Changes and Compensation Details
On April 23, 2026, the Compensation Committee approved annual Restricted Stock Unit (RSU) grants for fiscal year 2026 (ending December 31, 2026) under the 2022 Equity Incentive Plan. These grants are awarded quarterly to executive officers and certain employees. The number of units is calculated by dividing a fixed dollar amount by the 10-day volume-weighted average closing price of the stock.
Quarterly Grant Values for Executive Officers:
- Giri Devanur (Executive Chairman): $62,500 (25% of base salary)
- Michael J. Logozzo (CEO, President, Interim COO): $75,000 (25% of base salary)
- Thomas J. Kutzman Jr. (CFO): $68,750 (25% of base salary)
Vesting Schedule: 50% vests 12 months from the grant date; the remaining 50% vests in four equal quarterly installments over the subsequent 12 months. Grants are subject to continuous service.
Guidance, Outlook, and Risks
The Compensation Committee intends to consider similar annual RSU grants for fiscal years following 2026, subject to its sole discretion and annual reviews of the compensation structure. The filing notes that the report was filed late due to an inadvertent lapse, though no specific operational risks or contingencies were disclosed beyond standard forfeiture clauses for separation of service.
Investor Verification Checklist
- Verify the exact number of RSUs issued by calculating the grant date stock price against the disclosed dollar amounts.
- Review the full text of the RSU Award Agreement (Exhibit 10.1) for specific vesting conditions and acceleration clauses.
- Confirm the company's status as an emerging growth company and any associated reporting exemptions.
- Monitor future filings for the actual issuance of quarterly grants and any changes to the compensation structure.