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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): April 23, 2026

 

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41839   86-3425507
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

6515 Longshore Loop, Suite 100, Dublin, OH 43017

(Address of principal executive offices and zip code)

 

(707) 732-5742

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   AIRE   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On April 28, 2026, reAlpha Tech Corp. (the “Company”) issued a press release regarding its financial results and business highlights for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).

 

The Company is making reference to non-U.S. GAAP financial information in the press release. A reconciliation of U.S. GAAP to non-U.S. GAAP results is provided in the attached Exhibit 99.1 press release.

 

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Amended and Restated 2025 Short -Term Incentive Plan

 

As previously disclosed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), the compensation committee of the Company’s board of directors (the “Compensation Committee”) approved the Company’s 2025 Short-Term Incentive Plan (the “STIP”) on February 4, 2025. The STIP’s existing terms are described in the section titled “Item 11. Executive Compensation – Equity-Based Compensation – 2025 Short Term Incentive Plan” of the Form 10-K, which description is incorporated herein by reference.

 

On April 23, 2026, the Compensation Committee approved and adopted the amended and restated STIP (the “A&R STIP”), which amends and restates the STIP in its entirety. The amendments effected by the A&R STIP modify the performance targets set forth therein and the method of computation of the issuance value of any performance-based restricted stock unit awards granted thereunder (each, an “Award”). There were no other changes to the STIP in connection with the adoption of the A&R STIP except as described herein.

 

Generally, participants may earn Awards pursuant to the A&R STIP based on the Company’s achievement of certain pre-determined quarterly performance targets for three different performance target categories for each fiscal quarter, which are approved by the Compensation Committee at the beginning of each fiscal year but may be adjusted on a fiscal quarterly basis at the Compensation Committee’s sole discretion during the fiscal year depending on the Company’s results. Under the A&R STIP, the Compensation Committee approved the following quarterly performance targets: (i) revenue achieved by the Company; (ii) the platform handoff rate, which relates to the efficiency of the post-acquisition integrations, operations functionality, and platform updates to create a product that is closer to end-to-end; and (iii) the quality of corporate development transactions consummated by the Company during the fiscal quarter, as determined in the sole discretion of the Compensation Committee. Further, the A&R STIP provides that the Awards issuable thereunder will have an issuance value computed based on the 10-day volume weighted average closing price of the Company’s common stock, par value $0.001 per share, as reported on The Nasdaq Stock Market LLC, for the ten (10) days prior to and including the applicable grant date of each Award.

 

The foregoing description of the A&R STIP is not complete and is qualified in its entirety by reference to the full text of the A&R STIP, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

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Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number
  Description
10.1+   Amended and Restated 2025 Short-Term Incentive Plan.
99.1*   Press Release, dated April 28, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Furnished herewith.
   
+

Agreement with management 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 28, 2026 reAlpha Tech Corp.
     
  By: /s/ Michael J. Logozzo
    Michael J. Logozzo
    Chief Executive Officer

 

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Exhibit 10.1

 

 

 

reAlpha 2025 Amended and Restated Short-Term Incentive Plan

 

Last Updated: April 23, 2026

 

1) GUIDING PRINCIPLES

 

The 2025 Amended and Restated Short-Term Incentive Plan (“STIP”), which amends and restates the 2025 Short-Term Incentive Plan in its entirety, represents an important component of the total rewards philosophy of reAlpha Tech Corp. (“reAlpha”). The STIP provides quarterly equity incentives (“STIP Awards”) for the achievement of reAlpha annual objectives in alignment with the following guiding principles:

 

a. Offer competitive rewards that attract, motivate and retain best talent

 

b. Drive superior execution of annual operational plans as part of long-term value creation

 

c. Provide the right balance between operational measures to ensure appropriate focus and collaboration across reAlpha

 

2) ELIGIBILITY

 

All of our executive officers, any other executive officer role that may be created from time to time, and employees and consultants selected by the Compensation Committee (the “Compensation Committee”) of reAlpha’s Board of Directors (the “Board”) are eligible to participate in the STIP (each, a “Participant,” and collectively, the “Participants”). The Participants are eligible upon the first date of hire or promotion and must be employed by reAlpha, or one of its subsidiaries, at the time of a Payout (as defined below) to qualify for a quarterly STIP Award, unless otherwise provided in an agreement between the Participant and/or one of its subsidiaries.

 

3) PLAN TIME FRAME

 

The STIP time frame is split into quarterly periods, aligning with the reAlpha fiscal year, which starts on January 1 and finishes on December 31.

 

Period 1: January 1 - March 31

Period 2: April 1 - June 30

Period 3: July 1 - September 30

Period 4: October 1 - December 31

 

Hereafter each referred to as (a “Payment Period” or collectively, the “Payment Periods”).

 

 

 

 

 

 

4) COMPONENTS AND PAYOUT DETERMINATION

 

(A) STIP Award Components

 

The STIP Awards are a function of the Participant’s annual salary, Incentive Target and STIP Payout Factor (each as defined below, and collectively, the “Payout Multipliers”):

 

Incentive Target (% of Annual Base Salary)

 

The incentive target is expressed as a percentage of annual base salary for each Participant as set by the Compensation Committee, considering the Participant’s position with reAlpha, corresponding responsibilities and scope of such position and competitive market data (the “Incentive Target”).

 

STIP Payout Factor

 

The payout factor is determined by the level of reAlpha performance for the Payment Period (the “STIP Payout Factor”). reAlpha’s performance level during the Payment Period will be assessed through three performance target categories (each, a “Performance Target Category,” and collectively, the “Performance Target Categories”), consisting of: (i) revenue achieved by reAlpha, (ii) the platform handoff rate, and (iii) the corporate development quality of transactions consummated by reAlpha, as determined in the sole discretion of the Compensation Committee. These Performance Target Categories are set by the Compensation Committee at the beginning of the fiscal year, but can be changed quarterly depending on reAlpha’s results and priorities. The actual STIP Payout Factor achieved can range from 0% to 500%.

 

Performance Target Category Percentage Weight

 

Each Performance Target Category is assigned a different percentage weight for each Participant, depending on the Participant’s scope of responsibility, which percentage weights will add up to 100% for any given fiscal quarter. STIP Awards for Participants with corporate responsibilities or those spanning all divisions are based solely on reAlpha consolidated growth performance, whereas the STIP Awards for division presidents are tied to both their respective division and consolidated reAlpha financial performance. This is to ensure appropriate balance between line of sight and common shared objectives. The Compensation Committee determines the respective percentage weights for each Participant and each Performance Target Category at the beginning of each fiscal year, subject to change by the Compensation Committee on a fiscal quarterly basis depending on reAlpha’s results.

 

(B) Payout Determination

 

Following the Payment Period end, a STIP Payout Factor is determined by the Compensation Committee according to the level of performance achieved for each measure and its respective weighting. STIP Payout Factors for financial measures are determined by calculating the percent achievement of actual financial results compared to the targets set by the Compensation Committee at the beginning of the fiscal year, as those may be adjusted from time to time. STIP Payout Factors that are subjective are determined at the sole discretion of the Compensation Committee’s evaluations of such Payout Multiplier.

 

Payout Calculation

 

Once the Payout Multipliers are determined, including the STIP Payout Factor for each Performance Target Category, the actual quarterly payout amount per Performance Target Category is calculated using the formula below (each, a “Payout,” and collectively, the “Payouts”):

 

Quarterly Payout per Performance Target Category = (Annual Base Salary/4) * Incentive Target (% of Annual Base Salary) * STIP Payout Factor * Performance Target Category Percentage Weight

 

Each Payout will be paid in reAlpha’s restricted stock units (“RSUs”) under reAlpha’s 2022 Equity Incentive Plan, as amended from time to time, or any successor or replacement plan adopted by the Board and approved by the stockholders of reAlpha, that will be subject to a vesting period set forth in Section 6 herein. The RSU issuance price will be the 10-day volume weighted average closing price of reAlpha’s common stock, par value $0.001 per share, as reported on The Nasdaq Stock Market LLC (“Nasdaq”) for the 10 days prior to and including the Grant Date (as defined below).

 

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5) CLAWBACK

 

The Compensation Committee may, in its sole discretion, to the full extent permitted by applicable federal, state, provincial and other local law and to the extent it determines it is in the best interests of reAlpha to do so in accordance with reAlpha’s Clawback Policy currently in effect (or any successor or replacement plan adopted by the Board) (the “Clawback Policy”), require reimbursement of all or a portion of the STIP Award received by a Participant or a former Participant under certain conditions.

 

6) ADMINISTRATIVE PROVISIONS

 

New Hires

 

The STIP Awards for Participants hired by reAlpha during the Payment Period are prorated based on the number of days of active employment during such Payment Period, specifically from the Participant’s date of hire until the last day of the Payment Period.

 

Promotion or Transfer

 

If a Participant is promoted or transferred to another executive officer position eligible under the STIP that has different Payout Multipliers, a STIP Award for each role will be calculated in accordance with Section 4 herein with respect to such role and then prorated for the time worked in each position.

 

Termination

 

If a Participant resigns (leaves voluntarily) or is terminated for any reason prior to the Grant Date of a Payout, such Participant is not eligible to receive any Payout, unless otherwise provided in an agreement between the Participant and reAlpha or one of its subsidiaries.

 

Disability and Leave of Absence

 

If a Participant leaves on short or long-term disability during the Payment Period or approved leave of absence, the Payouts, if any, will be pro-rated based on actual time worked during the Payment Period.

 

Grant Date

 

The date of grant of any STIP Awards for a given fiscal quarter will be 30 calendar days after the last calendar day of such fiscal quarter (the “Grant Date”), or if such date is a non-Trading Day (defined below), the Trading Day immediately prior to such date of grant. The Board retains the right, in its sole and exclusive discretion, to review, modify and adjust targets and results and reduce individual Payouts earned under the STIP. For purposes herein, “Trading Day” means any day on which Nasdaq is open for the transaction of business, excluding weekends and public holidays on which trading is suspended or closed.

 

Vesting Schedule

 

The STIP Awards earned in a fiscal quarter, if any, will vest as follows: (i) 50% will vest on the date that is 12 months from the date of grant, (ii) 12.5% will vest on the date that is 15 months from the date of grant, (iii) 12.5% will vest on the date that is 18 months from the date of grant, (iv) 12.5% will vest on the date that is 21 months from the date of grant and (v) 12.5% will vest on the date that is 24 months from the date of grant.

 

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Administration

 

The Compensation Committee shall have full power to administer and interpret the STIP and, in its sole discretion, may establish or amend rules of general application for the administration of the STIP.

 

No Assignment

 

No STIP Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or the laws of descent and distribution.

 

Unfunded Plan

 

The STIP shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of reAlpha or any of its subsidiaries for payment of any amounts hereunder. No Participant, beneficiary, or other person shall have any interest in any particular assets of reAlpha or any of its subsidiaries by reason of the right to receive any STIP Award under the STIP. To the extent that any Participant acquires a right to receive any payment pursuant to a STIP Award, such right shall be no greater than the right of any general unsecured creditor of reAlpha and its subsidiaries.

 

Governing Law

 

The STIP shall be construed in accordance with the laws of Delaware, without giving effect to principles of conflict of laws.

 

Tax Requirements

 

reAlpha or an applicable subsidiary of reAlpha shall have the power and the right to deduct or withhold, or require a Participant to remit, an amount sufficient to satisfy applicable taxes and mandatory government deductions required by law to be withheld with respect to any STIP Award payment to a Participant.

 

7) CONDUCT OF BUSINESS

 

No Payout shall be earned, due or payable unless the Participant has at all times fully complied with the requirements of this Section 7.

 

a. Every Participant eligible for awards under the STIP is expected to perform his/her job functions in a professional manner and in a way that reflects positively on reAlpha.

 

b. All Participants must comply with all of reAlpha’s policies at all times, and abide by reAlpha’ Code of Business Conduct & Ethics (the “Code of Conduct”) available in the company handbook in all business activities. The Code of Conduct is subject to update from time to time. Each Participant may be asked periodically to review and reaffirm the Code of Conduct and is expected to do so promptly.

 

c. The failure of a Participant to comply with reAlpha’s policies or its Code of Conduct, or any action taken by a Participant to the detriment of reAlpha or a customer or business partner, may result in forfeiture of all Payouts, as determined by the Compensation Committee.

 

d. Each Participant must fully comply with the terms of his or her employment agreement or other agreement relating to the terms of employment or relating to restrictive covenants or the treatment of intellectual property and confidential information.

 

e. The rights with respect to any award granted pursuant to the STIP of each Participant who is subject to the Clawback Policy shall in all events be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any right that reAlpha may have under the Clawback Policy, or (iii) any other agreement or arrangement with a Participant, or (iii) applicable law.

 

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8) LOCAL LAWS

 

Sections 4, 5, 6 and 7 are subject to and may be superseded by the local laws of the country and/or state in which the Participant resides.

 

9) DISCLAIMER

 

Nothing in the STIP implies contractual agreement nor should be interpreted as a guarantee of continued employment or interfere with or restrict in any way the right of reAlpha or any of its subsidiaries to discharge any Participant at any time (subject to any contract rights of such Participant). reAlpha reserves the right to amend, modify, suspend, or discontinue the STIP at any time and for any reason in whole or in parts, in its sole and exclusive discretion.

 

10) SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE U.S. INTERNAL REVENUE CODE

 

Note: This section is applicable only to the Participants subject to taxation in the U.S.

 

This section sets forth special provisions of the STIP intended to be compliance with Section 409A of the United States Internal Revenue Code of 1986, as amended. It is intended that the provisions of the STIP comply with or are exempt from Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all provisions of the STIP will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. reAlpha cannot make any representations or guarantees with respect to compliance with such requirements, and it and/or any affiliate will not have any obligation to indemnify a Participant or otherwise hold him/her harmless from any or all of such taxes or penalties. For purposes of Section 409A of the Code, each installment payment, as applicable hereunder will be deemed a “separate payment” within the meaning of Treas. Reg. Section 1.409A-2(b)(iii). With respect to the timing of payments of any deferred compensation payable upon a termination of employment hereunder, references in this document to “termination of employment” (and substantially similar phrases) mean “separation from service” within the meaning of Section 409A of the Code.

 

Notwithstanding anything in the STIP Plan to the contrary, if, at the time of termination of employment hereunder, the Participant is deemed to be a “specified employee” of reAlpha and/or any affiliate within the meaning of Section 409A of the Code, then (a) only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which the Participant is entitled under the STIP in connection with such termination that are subject to Section 409A of the Code (and not otherwise exempt from its application) that constitute “nonqualified deferred compensation” for purposes of Section 409A shall be withheld until the first business day of the seventh month following the date of such termination (the “Delayed Payment Date”), (b) on the Delayed Payment Date, the Participant shall receive a lump sum payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to the Participant prior to the Delayed Payment Date and (c) following the Delayed Payment Date, the Participant shall receive the payments otherwise due to the Participant in accordance with the payment terms and schedule set forth herein.

 

Separate Payments. For purposes of Section 409A of the Code, each payment that may be made to a Participant pursuant to the STIP is designated as a “separate payment” for purposes of Treas. Reg. Section 1.409A-2(b)(iii).

 

Amendment of This Section

 

The Board shall retain the power and authority to amend or modify this section to the extent the Board in its sole discretion deems necessary or advisable to comply with any guidance issued under Section 409A. Such amendments may be made without the approval of any Participant.

 

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Exhibit 99.1

 

 

reAlpha (Nasdaq: AIRE) Reports First-Quarter 2026 Financial Results

 

Platform enters spring homebuying season with broader service coverage, a newly launched Homebuying Hub, and Total Transaction Volume that more than doubled year-over-year

 

DUBLIN, OH – April. 28 2026 (GLOBE NEWSWIRE) – reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today announced financial results for the first quarter ended March 31, 2026.

 

Financial Highlights

 

(All figures are approximate and compared to Q1 2025 unless otherwise stated)

 

Revenue decreased 9% to $0.8 million in the first quarter of 2026, compared to $0.9 million in the first quarter of 2025.

 

Homebuying Services Segment revenue was $0.6 million, compared to $0.8 million in the prior year period, reflecting contributions from reAlpha Mortgage and Prevu, which was acquired in November 2025, and partially offset by the absence of revenue generated by GTG Financial following the rescission of the acquisition in August 2025.

 

Technology Services Segment revenue was $0.3 million, compared to $0.2 million in the prior year period, driven by growth in AiChat’s subscription-based platform and related services.

 

Cash and cash equivalents increased 288% to $4.7 million as of March 31, 2026, compared to $1.2 million as of March 31, 2025, primarily reflecting capital raised during 2025, including proceeds from warrant exercises.

 

Gross profit increased to $0.6 million, up from $0.5 million in the first quarter of 2025. Gross margin increased to 66% from 56% in the first quarter of 2025, primarily reflecting a higher contribution from AiChat’s technology services, which carry higher gross margins than the Company’s real estate and mortgage operations.

 

Adjusted EBITDA was $(3.8) million, compared to $(2.0) million in the first quarter of 2025, primarily reflecting the full-quarter impact of operating expenses from recently acquired businesses, the use of marketing credits from the media-for-equity transaction with Mercurius Media and higher operating expenses year-over-year.

 

Net loss was $4.3 million in the first quarter of 2026, compared to $2.9 million in the first quarter of 2025.

 

Total Transaction Volume increased by 119% to $131.3 million, compared to $59.9 million in Q1 2025. Total Transaction Volume reflects the aggregate dollar value of brokerage, mortgage and title transactions facilitated through the reAlpha platform on a trailing twelve-month basis.

 

 

 

 

“Our first quarter results reflect continued progress in scaling the reAlpha platform alongside a more dynamic housing market environment. While revenue declined year-over-year, we delivered strong growth in total transaction volume and improved gross margins, supported by the performance of our core homebuying and technology services,” said Thomas Kutzman, Chief Financial Officer of reAlpha. “As the quarter progressed, a combination of interest rate volatility and broader market uncertainty influenced homebuyer activity, contributing to a more selective and timing-sensitive buyer environment. In this context, execution and efficiency across the platform are critical. We are focused on improving coordination throughout the homebuying journey, strengthening conversion, and positioning the business for future growth.”

 

Business Highlights

 

During Q1 2026, reAlpha advanced a set of operating priorities aimed at increasing service coordination, clarifying the buyer value proposition, and improving readiness for the spring homebuying season:

 

Launched Homebuying Hub to coordinate the buy-side journey across search, financing, and closing. The centralized platform brings simplified structure to the transaction process by helping buyers navigate key milestones through a more unified experience. reAlpha believes that the launch of the Hub is an important step toward improving customer continuity across the full homebuying journey.

 

Introduced enhanced “Make an Offer” functionality to streamline the transition from search to transaction. The updated workflow gives buyers a clearer path into the offer stage and helps reduce friction at a critical point in conversion. This improvement is part of reAlpha’s ongoing effort to simplify execution across high-intent moments in the buying process.

 

Improved multi-service onboarding and customer progression flows to support a more coordinated cross-service experience. reAlpha continued refining how customers move between real estate, financing, and related transaction milestones on the platform. The result is intended to be a more connected experience that better supports engagement across multiple services.

 

Upgraded the Multiple Listing Service data pipeline to improve listing sync and platform responsiveness. Faster listing updates help ensure that users are seeing more current information as they search and evaluate homes. The enhancement is also expected to strengthen the reliability of the platform during periods of active customer engagement.

 

Appointed Thomas Kutzman as Chief Financial Officer to oversee financial operations, capital strategy, and key corporate functions. Mr. Kutzman’s appointment provides senior financial leadership as reAlpha continues to scale its platform, integration efforts, and public-company infrastructure. reAlpha expects his leadership to support operational discipline, financial oversight, and execution across key strategic initiatives.

 

Embedded agentic AI into core back-office workflows across Operations, M&A, Marketing, Strategy, and Research. These workflow initiatives are intended to improve how teams manage planning, diligence, coordination, and decision-making across the organization. reAlpha believes this internal AI layer can help the business scale more efficiently while maintaining execution speed.

 

“As we navigate current market headwinds, we are seeing our platform strategy translate into real momentum, with total transaction volume more than doubling year over year as we expand our service coverage and better coordinate real estate, mortgage, and title,” said Mike Logozzo, Chief Executive Officer of reAlpha. “During the quarter, we focused on making a better homebuying model more tangible, with a clearer savings proposition, a more organized path from search through financing, and continued progress in how the buyer journey works together. In a market where affordability is stretched and buyers are more selective, we believe the long-term winner will be the company that makes homebuying easier, more trustworthy, and more affordable for the customer.”

 

About reAlpha Tech Corp.

 

reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company that aims to transform the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit www.realpha.com.

 

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Forward-Looking Statements

 

The information in this press release includes “forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements by reAlpha’s Chief Executive Officer, Mike Logozzo, and reAlpha’s Chief Financial Officer, Thomas Kutzman, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; the health of the U.S. residential real estate industry and changes in general economic conditions; reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and maintain compliance with all Nasdaq listing rules; reAlpha’s ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2); reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U.S. states brokerage licenses; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to commercialize its developing AI-based technologies; reAlpha’s ability to translate improvements to its platform and homebuying journey into increased revenue; reAlpha’s ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies’ services; reAlpha’s ability to successfully enter new geographic markets and to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings or any legal proceedings that may be instituted against reAlpha; reAlpha’s ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; the inability to maintain and strengthen reAlpha’s brand and reputation; reAlpha’s ability to enhance its operational efficiency, improve cross-functional coordination and support the reAlpha platform’s continued growth through the implementation of new internal processes and initiatives, including upgrades thereto; reAlpha’s ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally; any accidents or incidents involving cybersecurity breaches and incidents; the availability of rebates, which may be limited or restricted by state law; risks specific to AI-based technologies, including potential inaccuracies, bias, or regulatory restrictions; risks related to data privacy, including evolving laws and consumer expectations; the inability to accurately forecast demand for AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; reAlpha’s ability to obtain additional financing or access the capital markets on acceptable terms and conditions in the future; changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment; reAlpha’s ability to effectively compete in the real estate and AI industries; and other risks and uncertainties indicated in reAlpha’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Media Contact:

 

Cristol Rippe, Chief Marketing Officer

 

[email protected]

 

Investor Relations Contact:

 

Adele Carey, VP of Investor Relations

 

[email protected]

 

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reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Balance Sheet

March 31, 2026 (Unaudited) and December 31, 2025

 

   March 31,
2026,
   December 31,
2025
 
ASSETS        
         
Current Assets        
Cash  $4,667,612   $7,783,529 
Accounts receivable, net   91,610    68,148 
Pre-paid expenses   353,958    961,411 
Other current assets   237,385    362,293 
Escrow deposit   500,000    600,000 
Total current assets   5,850,565    9,775,381 
           
Property and Equipment, at cost          
Property and equipment, net  $103,165   $64,626 
           
Other Assets          
Investments   59,417    111,646 
Intangible assets, net   4,164,833    4,306,553 
Goodwill   7,459,125    7,459,125 
TOTAL ASSETS  $17,637,105   $21,717,331 
           
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY          
           
Current Liabilities          
Accounts payable  $551,533   $306,216 
Related party payables   5,622    5,654 
Short term loans - related parties -current portion   72,046    86,585 
Short term loans - unrelated parties -current portion   186,839    209,601 
Accrued expenses   325,274    660,577 
Deferred liabilities- current portion   1,242,466    1,960,850 
Deferred revenue   363,618    396,227 
Total current liabilities  $2,747,398   $3,625,710 
           
Long-Term Liabilities          
Derivative liability   4,602,480    4,574,980 
Other long-term loans - unrelated parties - net of current portion   71,630    88,411 
Deferred liabilities - net of current portion   577,836    561,740 
Contingent consideration   326,527    344,877 
Total liabilities  $8,325,871   $9,195,718 
           
Mezzanine Equity          
Preferred Stock, $0.001 par value; 5,000,000 shares authorized, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock; 256,125 and 250,000 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively.   1,057,500    1,020,377 
           
Stockholders’ Equity          
Common stock ($0.001 par value; 200,000,000 shares authorized, 134,118,789 and 131,740,675 shares outstanding as of March 31, 2026; and December 31, 2025, respectively.   134,119    131,741 
Additional paid-in capital   68,588,279    67,466,893 
Accumulated deficit   (60,356,156)   (55,980,534)
Accumulated other comprehensive (loss)   (123,538)   (127,889)
Total stockholders’ equity of reAlpha Tech Corp.   8,242,704    11,490,211 
           
Non-controlling interests in consolidated entities   11,030    11,025 
Total stockholders’ equity   8,253,734    11,501,236 
           
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY  $17,637,105   $21,717,331 

 

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reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended March 31, 2026 and 2025 (Unaudited)

 

   March 31,
2026
   March 31,
2025
 
         
Revenues  $841,062   $925,635 
Cost of revenues   288,797    406,968 
Gross Profit   552,265    518,667 
           
Operating Expenses          
Wages, benefits and payroll taxes   2,128,488    1,060,104 
Marketing and advertising   1,261,980    518,939 
Professional and legal fees   727,632    742,159 
Depreciation and amortization   165,202    179,149 
Other operating expenses   549,621    440,574 
Total operating expenses   4,832,923    2,940,925 
           
Operating Loss   (4,280,658)   (2,422,258)
           
Other Expense (Income)          
Changes in fair value of contingent consideration   (18,350)   93,000 
Interest expense, net   24,680    205,063 
Change in fair value of derivative liability   27,500    - 
Other expense, net   24,007    129,846 
Total other expense   57,837    427,909 
           
Net Loss from continuing operations before income taxes   (4,338,495)   (2,850,167)
Income tax (expense) benefit   -    - 
           
Net Loss from continuing operations   (4,338,495)   (2,850,167)
           
Net Loss  $(4,338,495)  $(2,850,167)
           
Less: Net Income (Loss) Attributable to Non-Controlling Interests   5    (409)
           
Net Loss Attributable to Controlling Interests  $(4,338,500)  $(2,849,758)
           
Preferred stock dividend   37,123   $184 
Net Loss Attributable to Common Stockholders  $(4,375,623)  $(2,849,942)
           
Other comprehensive income          
Foreign currency translation adjustments   4,351    (11,931)
Total other comprehensive (Loss) income   4,351    (11,931)
           
Comprehensive Loss Attributable to Common Stockholders  $(4,371,272)  $(2,861,873)
           
Basic loss per share          
Continuing operations  $(0.03)  $(0.06)
Net Loss per share — basic  $(0.03)  $(0.06)
           
Diluted loss per share          
Continuing operations  $(0.03)  $(0.06)
Net Loss per share — diluted  $(0.03)  $(0.06)
           
Weighted-average outstanding shares — basic   132,384,827    45,913,591 
           
Weighted-average outstanding shares — diluted   132,384,827    45,913,591 

 

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reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2026, and 2025 (unaudited)

 

   For the
Three Months Ended
   For the
Three Months Ended
 
   March 31,
2026
   March 31,
2025
 
         
Cash Flows from Operating Activities:        
Net Loss  $(4,338,495)  $(2,850,167)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   165,202    179,149 
Amortization of loan discounts and origination fees   -    72,501 
Common stock issued to non-employee   3,115    - 
Stock based compensation - employees   340,848    78,355 
Change in fair value of contingent consideration   (18,350)   93,000 
Non-cash commitment fee expenses   -    125,000 
Change in fair value of derivative liability   27,500    - 
Non-cash marketing and advertising   593,429    - 
Interest expense on deferred consideration   -    - 
Loss from equity method investment   2,229    872 
Changes in operating assets and liabilities          
Accounts receivable   (28,965)   17,732 
Receivable from related parties   -    5,465 
Pre-paid expenses   14,024    (3,810)
Other current assets   224,908    (7,160)
Accounts payable   245,317    184,803 
Payable to related parties   (32)   93 
Accrued expenses   (387,081)   (187,813)
Deferred liabilities   65,208    - 
Deferred revenue   (32,609)   24,877 
Total adjustments   1,214,743    583,064 
Net cash used in operating activities   (3,123,752)   (2,267,103)
           
Cash Flows from Investing Activities:          
Additions to property and equipment   (47,334)   (13,665)
Cash paid for acquisitions, net   -    349,529 
Cash used for additions to capitalized software   (16,476)   (91,310)
Net cash (used in) provided by  investing activities   (63,810)   244,554 
           
Cash Flows from Financing Activities:          
Proceeds from issuance of debt- related parties   -    155,481 
Proceeds from issuance of common stock   131,341    231,235 
Payments of debt   (54,083)   (283,711)
Equity issuance expenses   (5,191)   - 
Net cash provided by financing activities   72,067    103,005 
           
Net decrease in cash   (3,115,495)   (1,919,544)
           
Effect of exchange rate changes on cash   (422)   - 
           
Cash - Beginning of Period   7,783,529    3,123,944 
           
Cash - End of Period  $4,667,612   $1,204,400 
           
Supplemental disclosure of cash flow information          
Interest expense  $(6,659)   - 
           
Non-cash Investing and Financing Activities:          
Series A Convertible Preferred Stock issuance - MMC   -    5,000,000 
Series A Convertible Preferred Stock issuance - GTG Financial   -    284,992 
Deferred cash payments - GTG Financial   -    1,344,750 
Deferred issuance of common stock - GTG Financial   -    1,287,000 
Deferred issuance of common stock - Prevu   617,495    - 

 

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Non-GAAP Financial Measures

 

To supplement our financial information presented in accordance with U.S. GAAP, we believe “Adjusted EBITDA,” a “non-U.S. GAAP financial measure,” as such term is defined under the rules of the SEC, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-U.S. GAAP financial measure may be helpful to investors because it provides consistency and comparability with past financial performance. However, this non-U.S. GAAP financial measure is presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in our industry, may calculate a similarly titled non-U.S. GAAP measure differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of this non-U.S. GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-U.S. GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure, and not to rely on any single financial measure to evaluate our business.

 

We use Adjusted EBITDA, a non-U.S. GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies. We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, share-based compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations. We believe this measure provides useful insight into our ongoing performance; however, it should not be considered a substitute for, or superior to, net income or other financial information prepared in accordance with U.S. GAAP.

 

The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below:

 

   For the Three Months Ended
March 31,
 
   2026   2025 
Net loss  $(4,338,495)  $(2,850,167)
preAdjusted to exclude the following          
Depreciation and amortization   165,202    179,149 
Amortization of loan discounts and origination fee   -    121,251 
Changes in fair value of contingent consideration (1)   (18,350)   93,000 
Change in fair value of derivative liability (2)   27,500    - 
Interest expense   24,680    205,063 
GEM commitment fee   -    125,000 
Stock based compensation (3)   343,963    78,355 
Acquisition-related expenses   -    87,352 
Adjusted EBITDA  $(3,795,500)  $(1,960,997)

 

(1)Represents non-cash changes in the fair value of contingent consideration payable to reAlpha Mortgage which is calculated based on revenue and EBITDA targets.

 

(2)Represents non-cash changes in the fair value of derivative liability recorded in connection with our media-for-equity transaction with MMC.

 

(3)Represents non-cash stock-based compensation expenses recognized during the period.

 

 

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