Devanur Giri 4
4 · reAlpha Tech Corp. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
reAlpha (AIRE) 10% Owner Devanur Giri Receives 414,230 Share Awards
What Happened
- Devanur Giri, a 10% owner and the managing member of Giri Devanur Holdings LLC, received three awards from reAlpha Tech Corp. (AIRE) on January 30, 2026 totaling 414,230 shares at $0.00 per share. The awards break down as: 14,778 shares as quarterly non‑executive director compensation, 234,021 RSUs under the 2025 Short‑Term Incentive Plan (STIP), and 165,431 RSUs as executive compensation under the 2022 Equity Incentive Plan.
- The RSU awards are contingent rights to receive common stock upon vesting (not an open‑market purchase). 50% of the RSUs vest 12 months after the grant date, with the remaining 50% vesting in four equal quarterly installments over the following 12 months. Unvested RSUs are forfeited upon separation from service. The director compensation award was calculated using the 10‑day VWAP ending January 30, 2026. No cash was paid for these grants.
Key Details
- Transaction date: January 30, 2026; Form 4 filed February 3, 2026 (timely within SEC rules).
- Price: $0.00 (awards/RSUs granted, not a purchase).
- Shares granted: 14,778 (director comp) + 234,021 (STIP RSUs) + 165,431 (executive RSUs) = 414,230 total.
- Vesting: 50% at 12 months; remaining 50% in four quarterly installments over the next 12 months; unvested RSUs are forfeited if service terminates.
- Shares owned after transaction: not specified in the filing.
- Footnotes: awards issued under the Issuer’s 2022 Equity Incentive Plan and 2025 STIP; number of shares for director pay based on 10‑day VWAP; reporting person is managing member with sole voting/investment power for holdings reported.
Context
- These entries are grants/RSUs (transaction code A) meaning they are compensation-related awards, not market purchases or sales. RSUs convert to shares only as they vest, so they do not immediately add liquid shares available for sale.
- As a 10% owner and the managing member of an entity holding shares, Giri’s filings reflect both compensation awards and his beneficial ownership status; such compensation grants are common for directors and officers and do not, by themselves, indicate the insider’s buying or selling preference.
Insider Transaction Report
Form 4
Devanur Giri
DirectorExecutive Chairman10% Owner
Transactions
- Award
Common Stock
[F1]2026-01-30+14,778→ 25,545,358 total - Award
Common Stock
[F2][F3]2026-01-30+234,021→ 25,779,279 total - Award
Common Stock
[F4]2026-01-30+165,431→ 25,944,710 total
Holdings
- 2,700,000(indirect: By LLC)
Common Stock
[F5]
Footnotes (5)
- [F1]Represents quarterly compensation for services as a non-executive director issued under the Issuer's 2022 Equity Incentive Plan (the "Plan"). The number of shares was determined based on the 10-day volume weighted average of the Nasdaq Official Closing Price of the Issuer's common stock ending on and including January 30, 2026.
- [F2]Represents restricted stock units (each, an "RSU" and collectively, "RSUs") granted on January 30, 2026, pursuant to the Issuer's 2025 Short-Term Incentive Plan (the "STIP") and under the Plan upon achievement of performance goals for the fiscal quarter ended December 31, 2025, as approved by the Compensation Committee. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 50% of these RSUs will vest on the date that is 12 months from the date of grant and the remaining 50% will vest in four equal quarterly installments over the next 12-month period thereafter, subject to the continuous service of the reporting person on such vesting dates and compliance with the terms and conditions of the STIP and the Plan. The number of RSUs awarded is based on the closing price of the Issuer's common stock as reported on the Nasdaq Capital Market on January 30, 2026.
- [F3]Due to a character limit, Footnote 2 is a continuation of Footnote 1: Unvested RSUs are forfeited if the reporting person is separated from service with the Issuer for any or no reason.
- [F4]Represents RSUs granted on January 30, 2026, by the Compensation Committee under the Plan as compensation for services as an executive officer during the fiscal quarter ended December 31, 2025. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 50% of these RSUs will vest on the date that is 12 months from the date of grant and the remaining 50% will vest in four equal quarterly installments over the next 12-month period thereafter, subject to the continuous service of the reporting person on such vesting dates and compliance with the terms and conditions of the Plan. The number of RSUs awarded is based on the closing price of the Issuer's common stock as reported on the Nasdaq Capital Market on January 30, 2026. Unvested RSUs are forfeited if the reporting person is separated from service with the Issuer for any or no reason.
- [F5]The reporting person is the managing member of Giri Devanur Holdings LLC and holds sole voting and investment power with respect to those shares of common stock.
Signature
/s/ Giri Devanur|2026-02-03