Form 8-K

8-K — reAlpha Tech Corp.

Accession: 0001213900-26-052921

Filed: 2026-05-06

Period: 2026-05-05

CIK: 0001859199

SIC: 6500 (REAL ESTATE)

Item: Cost Associated with Exit or Disposal Activities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0289539-8k_realpha.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 6, 2026 (ea028953901ex99-1.htm)

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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): May 5, 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 2.05 Costs Associated with Exit or Disposal Activities.

On May 6, 2026, reAlpha Tech

Corp. (the “Company”) announced and informed its employees of a strategic restructuring (the “Plan”), which was

approved by the Company’s board of directors on May 5, 2026, to yield greater efficiencies as the Company continues to scale its

business to meet its profitability goal. Pursuant to the Plan, among others, the Company is expected to reduce its global headcount by

approximately 21 full-time employees, in addition to a number of consultants, temporary workers and independent contractors, collectively

representing approximately 25% of the Company’s global workforce. The Company also intends to consolidate select third-party vendor

relationships to decrease its overall annual spending. The Plan was designed and implemented to streamline the Company’s operations

and align with the Company’s new return-driven spending initiative, which prioritizes capital deployment in areas that have a clear

and measurable return. The Company expects to realize approximately $2 million of savings for personnel costs, including salaries, payroll

taxes and benefits, and third-party vendor fees on an annual basis as a result of the implementation of the Plan as well as savings related

to certain restricted stock units lapsing over the next twelve months.

The Company estimates that

it will incur pre-tax charges in the range of $0.14 million to $0.20 million in connection with the Plan, consisting of approximately

$0.10 to $0.15 in future cash-based expenditures associated with severance and benefit payments and approximately $0.04 to $0.05 in non-cash

expenses associated with the accelerated vesting of restricted stock units for eligible employees. The Company intends to exclude the

charges associated with the Plan from its non-GAAP financial measures.

The majority of these costs

are expected to be incurred during the second quarter of 2026. The Company expects that the actions associated with the Plan will be substantially

complete by the end of the second quarter of 2026. However, potential position eliminations in each country are subject to local law and

consultation requirements, which may extend this process into the third quarter of 2026 or beyond in certain countries.

The estimates of the charges

that we expect to incur in connection with the Plan, and the timing of the implementation thereof, are subject to a number of assumptions,

including local law and consultation requirements in various jurisdictions, and actual amounts may differ materially from the estimates

disclosed above. The Company may also incur charges and expenditures not currently contemplated due to unanticipated events that may occur

in connection with the Plan.

Item 7.01 Regulation FD Disclosure.

On May 6, 2026, the Company

issued a press release discussing the implementation of the Plan. A copy of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K (this “Form 8-K”) and is incorporated by reference herein.

The information provided under

this Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for

the 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 in any filing under the Securities Act of 1933,

as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Form 8-K contains “forward-looking

statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section

21E of the Exchange Act. Forward-looking statements include all statements that do not relate solely to historical or current

facts, and can generally be identified by the use of words such as “believe,” “expect,” “anticipate,”

“intend,” “project,” “estimate,” “potential,” “plan,” and similar expressions

or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.”

These forward-looking statements include, but are not limited to, statements regarding including those relating to the objectives,

scope and timing of the Plan, the number of positions affected by the Plan, the amount and timing of estimated charges and cash expenditures

related to the Plan and the anticipated benefits and cost savings resulting from the Plan. Forward-looking statements inherently

involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements, including,

among others, the Company’s ability to implement the Plan in the manner and on the timeline currently contemplated; the actual amount

of charges and cash expenditures incurred in connection with the Plan; local law requirements and consultation processes in the jurisdictions

in which the Company operates; the impact of the Plan on the Company’s employees, customers, and operations; and the anticipated

benefits and cost savings resulting from the Plan. Where, in any forward-looking statement, the Company expresses an expectation or belief

as to future results or events, it is based on current plans and expectations, expressed in good faith and believed to have a reasonable

basis. However, the Company cannot give any assurance that any such expectation or belief will result or will be achieved or accomplished.

The forward-looking statements included in this Form 8-K are made only as of the date of this Form 8-K, and except as otherwise

required by applicable securities law, the Company assumes no obligation, nor does the Company intend to publicly update or revise any forward-looking

statements to reflect subsequent events or circumstances.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1*

Press Release, dated May 6, 2026.

104**

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

** Filed herewith.

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: May 6, 2026

REALPHA TECH CORP.

By:

/s/ Michael J. Logozzo

Michael J. Logozzo

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 6, 2026

EX-99.1

Filename: ea028953901ex99-1.htm · Sequence: 2

Exhibit 99.1

reAlpha Reduces Workforce by Approximately

25% and Consolidates Vendor Spend, Targeting $2 Million in Annualized Savings as AI Advancements Drive Organizational Efficiency

Restructuring is expected to reinforce return-driven

spending initiative, reshore select operational functions, and enable a leaner team to leverage agentic AI tooling to reduce costs and

accelerate execution.

DUBLIN, Ohio, May 6, 2026 (GLOBE NEWSWIRE) –

reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today

announced a strategic restructuring that includes a reduction in workforce of approximately 25%, which includes full-time employees, consultants,

temporary workers and independent contractors, and the consolidation of select vendor relationships. Together, these restructuring actions

are expected to generate approximately $2 million in savings, which includes, without limitation, reduced personnel costs and third-party

vendor fees (calculated on an annualized basis) as well as savings related to certain restricted stock units lapsing over the next twelve

months.

The strategic restructuring is part of reAlpha’s

return-driven spending initiative which prioritizes capital deployment in areas where there is a clear and measurable return, as well

as the rapid advancement of agentic AI tooling, which the Company believes enables smaller, focused teams to maximize output across corporate

functions more effectively than a larger, headcount-dependent structure.

The strategic restructuring encompasses a reduction

of approximately 25% of the Company’s workforce, affecting roles across marketing, technology, product, design, real estate, and mortgage;

the reshoring of select operational functions previously performed outside the United States; and the replacement of certain third-party

vendor contracts with AI-enabled internal tooling. The strategic restructuring was designed to extend the Company’s historical AI-powered

operating goal of reducing friction internally and for the Company’s customers across brokerage, mortgage, and title. The Company

expects that each member of a leaner team will be able to direct and oversee agentic AI tools to deliver greater output.

“Agentic AI has changed the economics of

running a company,” said Mike Logozzo, Chief Executive Officer of reAlpha. “We believe that work that previously required large

teams across marketing, technology, product, and design can now be executed by leaner teams leveraging AI agents — and those AI

capabilities have been compounding faster every month. We have been adopting AI tools as we would rather get there proactively, on our

own terms, than be forced into it reactively.”

Mr. Logozzo continued, “This is also more

than just an efficiency story. We are reshoring select operational functions previously performed outside the United States and reducing

our reliance on offshore operations and domestic third-party vendors. The result is a more centralized, more accountable team —

one that can deliver consistent results to the homebuyers we serve, and reduce the friction and complexity that we believe have long defined

the homebuying process.”

“The combination of workforce realignment

and reduced vendor spend is expected to deliver approximately $2 million in savings,” said Thomas Kutzman, Chief Financial Officer

of reAlpha. “Return-driven spending is a new framework we have implemented to enhance our financial discipline, and this restructuring

helps deliver that focus: to prioritize the deployment of capital where there is a clear and measurable return. We believe that these

initiatives, combined with our improving gross margin profile and expanding transaction volume, represent a meaningful step toward the

positive operating leverage our platform is designed to produce. reAlpha’s strategy of disciplined organic and inorganic growth remains

unchanged. We believe that this restructuring will help ensure our cost structure is aligned with the goal of accelerating revenue growth

in 2026.”

The Company estimates that it will incur pre-tax

charges in the range of $0.14 million to $0.2 million, and expects the strategic restructuring to be substantially complete by the end

of the second quarter of 2026, although certain actions may extend into the third quarter of 2026 subject to applicable local legal requirements

and regulatory processes in relevant jurisdictions. The estimated annualized cost savings are intended to represent a meaningful step

in improving the Company’s operating efficiency and pursuing a path to profitability.

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.

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, and statements regarding reAlpha’s future expectations,

plans and prospects, expected cost-savings from the strategic restructuring and related workforce reduction and consolidation of third-party

vendors, and the expecting timing for incurring costs associated with the strategic restructuring and related actions; and the expected

timing of implementing and completing the strategic restructuring including the workforce reduction and consolidation of third-party vendors,

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: the risk that reAlpha may not be able to implement the strategic restructuring and the related

actions as currently anticipated or within the timing currently anticipated; the impact of the strategic restructuring and related actions

on reAlpha’s business, the risk that reAlpha’s return-driven spending initiative may not be successful; unanticipated costs

not currently contemplated that may occur as a result of the strategic restructuring; 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 generate additional sales or revenue from having

access to, or obtaining, additional U.S. state’s brokerage licenses; 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; 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; 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; 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 media@realpha.com

Investor Relations Contact Adele Carey,

VP of Investor Relations investorrelations@realpha.com

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