Devanur Giri 4

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.