UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2025, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of reAlpha Tech Corp. (the “Company”) approved (i) in connection with the RSU Grants (as defined below), a form of restricted stock unit award agreement (the “RSU Award Agreement”) to be used for grants of restricted stock units (each, an “RSU” and collectively, “RSUs”) to the Company’s executive officers and/or other eligible participants under the Company’s 2022 Equity Incentive Plan (as amended, the “Plan”); and (ii) the grant of RSU awards, with each RSU representing the right to receive one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be issued upon vesting and settlement under the Plan for each fiscal quarter of 2025, including the fiscal quarter ended March 31, 2025 (the “RSU Grants”). The Compensation Committee approved the RSU Grants to be made pursuant to the form of the RSU Award Agreement.
The RSU Grants will be awarded to the Company’s executive officers and certain other members of (each, an “Award Recipient” and collectively, the “Award Recipients”), as determined by the Compensation Committee. The Compensation Committee approved the RSU Grants to provide additional compensation to such Award Recipients in connection with its review of the Company’s overall compensation structure and peer group compensation practices presentation prepared by the Company’s management. The RSU Grants awarded to the Company’s executive officers will be paid in the quarterly amounts set forth below:
| Name | Title | Quarterly Amounts | ||||
| Giri Devanur | Chief Executive Officer | $ | 62,500 | |||
| Michael J. Logozzo | Chief Operating Officer and President | $ | 62,500 | |||
| Piyush Phadke | Chief Financial Officer | $ | 62,500 | |||
Each Award Recipient will receive, for each fiscal quarter of 2025, a number of RSUs based on and equal to the quotient of: (i) the applicable dollar amount for such Award Recipient divided by (ii) the closing price of the Common Stock, as reported on Nasdaq.com, on the grant date of such RSUs, which grant date, for any given fiscal quarter of 2025, will be 30 calendar days after the last calendar day of such fiscal quarter, or if such date is a non-trading day, then the trading day immediately prior to such date, in each case, subject to the corresponding vesting schedule and other terms and conditions set forth in any related RSU Award Agreements and the Plan.
The RSU Grants earned in a fiscal quarter will vest as follows: (i) 50% will vest on the date that is 12 months from the date of grant and (ii) the remaining 50% will vest in four equal quarterly installments over the next 12-month period thereafter. The grant of RSU Grants and vesting thereof are subject to the continuous service of each eligible Award Recipient on the applicable grant and vesting dates of such RSU Grants, and any unvested RSU Grants will be forfeited upon an Award Recipient’s separation from service with the Company.
The foregoing description of the RSU Award Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the RSU Award Agreement, a copy of which is filed hereto as Exhibit 10.1, and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1*+ | Form of 2022 Equity Incentive Plan Restricted Stock Unit Award Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| + | Indicates management contract or compensatory plan or arrangement. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 30, 2025 | reAlpha Tech Corp. | |
| By: | /s/ Giri Devanur | |
| Giri Devanur | ||
| Chief Executive Officer | ||
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