Kutzman Thomas J Jr 4

What Happened
Thomas J. Kutzman Jr., the Chief Financial Officer of reAlpha Tech Corp. (AIRE), was issued 72,218 shares on March 16, 2026 as the first installment of deferred merger consideration related to reAlpha’s acquisition of Prevu, Inc. The filing values these shares at $0.3029 per share (10‑day VWAP as of March 16, 2026), for a total payment of approximately $21,874.83. This was an issuance under the merger agreement (an “other acquisition” type transaction), not an open‑market purchase.

Key Details

• Transaction date: March 16, 2026; Form 4 filed April 20, 2026 (filed late relative to the 2‑business‑day Form 4 deadline).
• Transaction code: J (other acquisition/disposition); shares issued as deferred merger consideration (see footnote F1).
• Price per share used for valuation: $0.3029 (10‑day VWAP as of March 16, 2026). Total value ≈ $21,874.83.
• Shares owned after the transaction: Not stated in the provided filing summary.
• Notable footnotes:
  • F1: Confirms these 72,218 shares were issued to satisfy the first installment of deferred merger consideration under the Merger Agreement.
  • F2: Notes 1,000,400 shares underlying restricted stock units granted Nov 21, 2025 under the 2022 Equity Incentive Plan (contingent rights to receive shares subject to plan/award terms).
• Filing timeliness: The Form 4 was filed over a month after the March 16 transaction date; late filings can prompt company/SEC review and are disclosures investors should note.

Context
This transaction represents merger consideration being paid to an insider, not a market purchase or sale. Such issuances are common in acquisitions and reflect contractual payment terms rather than an independent trading decision by the insider. The RSUs referenced in F2 are contingent awards (rights to receive shares if/when vested) and are separate from the shares issued as merger consideration.