Form 8-K

8-K — reAlpha Tech Corp.

Accession: 0001213900-26-090195

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001859199

SIC: 6500 (REAL ESTATE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0302076-8k_realpha.htm (Primary)

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8-K — CURRENT REPORT

8-K (Primary)

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0001859199

2026-08-14

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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): August 14, 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.

August 14, 2026, reAlpha Tech Corp. (the “Company”) issued a press release regarding its financial results and business

highlights for the quarter ended June 30, 2026 and business highlights since June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on

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 this 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 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

99.1*

Press Release, dated August 14, 2026.

104

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

Furnished 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: August 14, 2026

reAlpha Tech Corp.

By:

/s/ Michael J. Logozzo

Name: Michael J. Logozzo

Title: Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED AUGUST 14, 2026

EX-99.1

Filename: ea030207601ex99-1.htm · Sequence: 2

Exhibit

99.1

reAlpha

(Nasdaq: AIRE) Reports Second-Quarter 2026 Financial Results

DUBLIN,

OH – Aug 14, 2026 (GLOBE NEWSWIRE) – reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or

“reAlpha”), an AI-powered real estate technology company, today announced financial results and business highlights for

the second quarter ended June 30, 2026.

Financial

Highlights

(All

figures are approximate and compared to the second quarter of 2025 unless otherwise stated.)

● Revenue totaled

approximately $1.1 million in the second quarter of 2026, compared to approximately $1.3 million in the second quarter of 2025, a

decrease of 11%.

○ Homebuying Services

Segment revenue was approximately $0.8 million, compared to approximately $1.0 million in the prior-year period, a decrease of 20%.

Revenue from reAlpha Mortgage and Prevu, which was acquired in November 2025, partly offset the absence of approximately $0.6

million of GTG Financial revenue recognized in the second quarter of 2025 before the acquisition was rescinded on August 21,

2025.

○ Technology

Services Segment revenue increased 30% to approximately $0.3 million, compared to approximately $0.2 million in the

prior-year period, driven by continued growth in AiChat’s subscription-based platform.

● Cash and cash equivalents

increased 280% to approximately $2.2 million as of June 30, 2026, compared to approximately $0.6 million as of June 30, 2025,

primarily reflecting capital raised during the second half of 2025, including proceeds from warrant exercises, partly offset by cash

used to fund operations and strategic growth initiatives.

● Gross profit increased to

approximately $0.7 million, up from approximately $0.6 million in the second quarter of 2025. In the six months ended June 30,

2026, gross profit margin increased to 66% from 52% in the six months ended June 30, 2025, primarily reflecting a more favorable service

mix, including revenue contributed by Prevu, the absence of higher-cost operations associated with GTG Financial, and continued

growth in AiChat’s technology services.

● Net

loss narrowed to approximately $3.0 million in the second quarter of 2026, compared to approximately $4.8 million in the second quarter

of 2025.

●

Adjusted EBITDA improved to approximately $(2.3) million, compared to approximately $(3.5) million in the second quarter of 2025. The improvement was primarily driven by lower marketing and advertising expenses, including the absence of marketing expenses associated with the Mercurius Media Capital LP (“MMC”) marketing credits, as well as lower professional and legal fees. In the second quarter of 2026, the Company also implemented a restructuring plan that included a reduction of approximately 25% of its global workforce and the rationalization of certain third-party vendor relationships to improve operating efficiency and better align its cost structure with its strategic objectives.

● Total transaction volume

increased approximately 70% to $150.4 million for the trailing twelve months ended June 30, 2026, compared to approximately $88.4

million for the trailing twelve months ended June 30, 2025. Total transaction volume represents the aggregate dollar value of

brokerage, mortgage and title transactions facilitated through the reAlpha platform on a trailing twelve-month basis.

“During

the second quarter, we made deliberate changes to how we operate and where we spend. We optimized our headcount, simplified parts of

the business, rationalized certain vendor relationships and focused resources on areas where we see clear and measurable

returns,” said Thomas Kutzman, Chief Financial Officer of reAlpha. “Those actions are beginning to show up in the

numbers with narrowing losses as a result of operating expenses declining approximately 23% year-over-year. Total transaction volume

increased 70% to $150.4 million, reflecting the continued expansion and integration of reAlpha Mortgage and the broader real estate

footprint following the Prevu acquisition. Gross margin also expanded to 66%, reflecting improved operating efficiency and a more

favorable service mix. In a housing market that remains sensitive to rates and affordability, our focus is to keep improving the

economics of the business and convert the growing level of total transaction volume activity across the platform into stronger

financial performance.”

Business

Highlights

● Preparing

to complete the InstaMortgage acquisition by the end of August, subject to customary closing conditions. If completed, the acquisition

would add direct lending, in-house underwriting and funding capabilities to reAlpha’s mortgage platform and expand its mortgage

footprint to 38 states and Washington, D.C., giving the Company broader reach and greater control over mortgage execution.

● Regained

compliance with Nasdaq’s minimum bid price requirement, satisfying a continued listing standard. On May 14, 2026, reAlpha regained

compliance with the minimum bid price requirement of The Nasdaq Stock Market LLC (“Nasdaq”) after its common stock maintained

a closing bid price of at least $1.00 per share for ten consecutive business days.

● In

May, management implemented return-driven spending initiatives expected to generate approximately $2 million in annualized savings and

improve operating leverage. reAlpha streamlined operations, optimized resource allocation, and consolidated vendor spend to strengthen

financial discipline, enhance scalability, and better align its cost structure with the Company’s growth priorities.

● Expanded Technology

Services Segment capabilities through AiChat, reAlpha’s B2B conversational AI subsidiary. AiChat launched conversational

commerce and AI-powered ticketing capabilities for business clients and received two Silver Awards at the Hashtag Asia Awards 2026

for its work with Senoko Energy, including Best Use of AI and Best Social Media Use of Emerging Technologies. reAlpha believes that

these developments will strengthen its Technology Services Segment business and demonstrate

AiChat’s ability to turn applied AI into commercial solutions for enterprise clients.

● Launched

reAlpha Mortgage’s Flat Fee Compensation Model to support national loan originator recruitment and build a scalable production

network. The model provides participating loan originators with a straightforward compensation structure, equity award eligibility,

AI-powered operational support, internal lead opportunities and recruiting income opportunities. It is designed to help reAlpha Mortgage

recruit and support originators while expanding its technology-enabled mortgage platform.

“This

quarter was about earning the right to scale. We made difficult decisions to simplify the Company, sharpen our priorities and

concentrate resources behind the businesses where we see the clearest path to revenue and stronger economics,” said Mike

Logozzo, Chief Executive Officer of reAlpha. “The goal is not to own more of the homebuying transaction for its own sake; it

is to make every capability we build or acquire produce more value for the customer and for reAlpha. As we anticipate closing the

InstaMortgage acquisition by the end of August, we are intending to move forward with a leaner organization, a more focused mortgage

strategy and a higher standard for every dollar and every initiative. That is the foundation that we believe is required to turn the

platform we have built into a durable business.”

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, 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; 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 maintain compliance with

Nasdaq’s continued listing rules; reAlpha’s ability to realize the anticipated cost savings and operating efficiencies

from its restructuring plan and related initiatives; 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 further expand 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 most recent

Annual Report on Form 10-K and other current or periodic reports filed with with the U.S. Securities and Exchange Commission (the

“SEC”) and available for review at www.sec.gov. 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:

Payton

Cuddy, Senior Marketing Manager

media@realpha.com

Investor

Relations Contact:

Adele

Carey, VP of Investor Relations

InvestorRelations@reAlpha.com

reAlpha

Tech Corp. and Subsidiaries

Condensed

Consolidated Balance Sheet

June

30, 2026 (unaudited) and December 31, 2025

June 30,

2026

December 31,

2025

ASSETS

Current Assets

Cash

$ 2,230,607

$ 7,783,529

Accounts receivable, net

164,959

68,148

Prepaid expenses

299,977

961,411

Other current assets

286,439

362,293

Escrow deposit

500,000

600,000

Total current assets

$ 3,481,982

$ 9,775,381

Property and Equipment

Property and equipment, net

$ 105,970

$ 64,626

Other Assets

Investments

56,466

111,646

Intangible assets, net

4,031,464

4,306,553

Goodwill

7,459,125

TOTAL ASSETS

$ 15,135,007

$ 21,717,331

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable

724,440

$ 306,216

Related party payables

5,609

5,654

Short term loans - related parties - current portion

60,746

86,585

Short term loans - unrelated parties - current portion

185,141

209,601

Accrued expenses

248,459

660,577

Deferred liabilities - current portion

1,856,349

1,960,850

Deferred revenue

256,713

396,227

Contingent consideration - current portion

60,184

Total current liabilities

$ 3,397,641

$ 3,625,710

Long-Term Liabilities

Derivative liability

4,760,012

4,574,980

Other long-term loans - unrelated parties - net of current portion

54,872

88,411

Deferred liabilities - net of current portion

561,740

Contingent consideration - net of current portion

244,666

344,877

Total liabilities

$ 8,457,191

$ 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 June 30, 2026 and December 31, 2025, respectively.

1,096,133

1,020,377

Stockholders’ Equity

Common stock ($0.001 par value; 200,000,000 shares authorized, 5,374,302 shares outstanding as of June 30, 2026; 200,000,000 shares authorized, 5,269,799 shares outstanding as of December 31, 2025)

5,374

5,270

Additional paid-in capital

69,129,985

67,593,364

Accumulated deficit

(63,444,055 )

(55,980,534 )

Accumulated other comprehensive (loss)

(120,599 )

(127,889 )

Total stockholders’ equity of reAlpha Tech Corp.

5,570,705

11,490,211

Non-controlling interests in consolidated entities

10,978

11,025

Total stockholders’ equity

5,581,683

11,501,236

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

$ 15,135,007

$ 21,717,331

reAlpha

Tech Corp. and Subsidiaries

Condensed

Consolidated Statements of Operations and Comprehensive Loss

For

the Three Months and Six Months Ended June 30, 2026 and 2025 (unaudited)

For the

Three Months Ended

For the

Six Months Ended

June 30,

2026

June 30,

2025

June 30,

2026

June 30,

2025

Revenues

$ 1,110,343

$ 1,252,381

$ 1,951,406

$ 2,178,016

Cost of revenues

377,396

630,916

666,193

1,037,884

Gross Profit

732,947

621,465

1,285,213

1,140,132

Operating Expenses

Wages, benefits and payroll taxes

2,030,269

1,576,421

4,157,988

2,636,525

Marketing and advertising

178,076

1,483,672

1,440,059

2,002,611

Professional and legal fees

650,294

1,003,732

1,380,923

1,745,891

Depreciation and amortization

170,680

131,045

332,739

310,194

Impairment of capitalized software

105,900

Other operating expenses

598,702

409,825

1,149,680

850,400

Total operating expenses

3,628,021

4,710,595

8,461,389

7,651,521

Operating Loss

(2,895,074 )

(4,089,130 )

(7,176,176 )

(6,511,389 )

Other Expense (income)

Changes in fair value of contingent consideration

(21,677 )

(174,000 )

(40,027 )

(81,000 )

Interest expense, net

16,790

242,639

41,465

447,702

Change in fair value of derivative liability

157,532

417,705

185,032

417,705

Other expense, net

1,546

242,260

25,166

372,106

Total other expense

154,191

728,604

211,636

1,156,513

Net Loss from operations before income taxes

(3,049,265 )

(4,817,734 )

(7,387,812 )

(7,667,902 )

Income tax (expense) benefit

Net Loss

$ (3,049,265 )

$ (4,817,734 )

$ (7,387,812 )

$ (7,667,902 )

Less: Net (Loss) income Attributable to Non-Controlling Interests

(51 )

2,038

(47 )

1,629

Net Loss Attributable to Controlling Interests

$ (3,049,214 )

$ (4,819,772 )

$ (7,387,765 )

$ (7,669,531 )

Preferred stock dividend

38,633

$ 49,365

75,756

$ 49,549

Net Loss Attributable to Common Stockholders

$ (3,087,847 )

$ (4,869,137 )

$ (7,463,521 )

$ (7,719,080 )

Other comprehensive income

Foreign currency translation adjustments

2,939

(106,436 )

7,290

(98,511 )

Total other comprehensive (Loss) income

2,939

(106,436 )

7,290

(98,511 )

Comprehensive Loss Attributable to Common Stockholders

$ (3,084,908 )

$ (4,975,573 )

$ (7,456,231 )

$ (7,817,591 )

Basic loss per share

Net Loss per share — basic

$ (0.57 )

$ (2.37 )

$ (1.40 )

$ (3.98 )

Diluted loss per share

Net Loss per share — diluted

$ (0.57 )

$ (2.37 )

$ (1.40 )

$ (3.98 )

Weighted-average outstanding shares — basic

5,371,313

2,051,589

5,333,592

1,939,651

Weighted-average outstanding shares — diluted

5,371,313

2,051,589

5,333,592

1,939,651

reAlpha

Tech Corp. and Subsidiaries

Consolidated

Statements of Cash Flows

For

the Six Months Ended June 30, 2026, and 2025 (unaudited)

For the

Six Months

Ended

For the

Six Months

Ended

June 30,

2026

June 30,

2025

Cash Flows from Operating Activities:

Net Loss

$ (7,387,812 )

$ (7,667,902 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

332,739

261,444

Impairment of capitalized software

105,900

Impairment of intangible assets

16,039

Bad debt expense

5,503

Amortization of loan discounts and origination fees

242,502

Stock based compensation

715,457

271,343

Change in fair value of contingent consideration

(40,027 )

(81,000 )

Non cash commitment fee expenses

250,000

Change in fair value of derivative liability

185,032

417,705

Non cash marketing and advertising

593,429

1,293,991

Non cash compensation - GTG Financial

106,000

Loss on extinguishment of debt

70,065

Loss on sale of properties

48,748

Loss from equity method investment

5,180

2,398

Changes in operating assets and liabilities, net of acquired assets and assumed liabilities:

Changes in operating assets and liabilities

Accounts receivable

(102,314 )

(14,733 )

Receivable from related parties

10,614

Payable to related parties

(45 )

(3,563 )

Prepaid expenses

68,005

61,946

Other current assets

75,854

(225,920 )

Accounts payable

418,224

428,013

Accrued expenses

(325,116 )

(216,616 )

Deferred liabilities

101,255

37,036

Deferred revenue

(39,514 )

Total adjustments

2,009,701

3,065,873

Net cash used in operating activities

(5,478,111 )

(4,602,029 )

Cash Flows from Investing Activities:

Additions to property and equipment

(58,126 )

(27,114 )

Cash paid for acquisitions, net

349,529

Cash used for additions to capitalized software

(58,736 )

(131,283 )

Net cash used in investing activities

(116,862 )

191,132

Cash Flows from Financing Activities:

Proceeds from issuance of debt- related parties

155,481

Proceeds from issuance of common stock

131,341

3,508,490

Payments of debt

(83,838 )

(1,554,456 )

Equity issuance expenses

(5,191 )

(235,251 )

Net cash provided by financing activities

42,312

1,874,264

Net decrease in cash

(5,552,661 )

(2,536,633 )

Effect of exchange rate changes on cash

(261 )

Cash - Beginning of Period

7,783,529

3,123,944

Cash - End of Period

$ 2,230,607

$ 587,311

Supplemental Disclosure of Cash Flow Information

Interest expense

$ 41,465

$ 38,758

Noncash Investing and Financing Activities:

Series A Convertible Preferred Stock issuance - MMC

5,000,000

Series A Convertible Preferred Stock issuance - GTG Financial

284,922

Deferred cash payments - GTG Financial

1,344,750

Common stock issuance for GTG Financial acquisition

451,135

Common stock issuance to Streeterville Capital, LLC

370,065

Common stock issuance - GTG Financial

1,287,000

Deferred issuance of common stock - Prevu

617,495

Common stock issuance – employees

80,740

Paid in kind dividends

122,500

Non-GAAP

Financial Measures

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, has 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.

Total transaction

volume represents the aggregate dollar value of brokerage, mortgage and title transactions facilitated through the reAlpha platform over

the applicable trailing twelve-month period, including the closing sale price of real estate transactions, the principal amount of mortgage

loans closed, and the property transaction value associated with title services. Because a single underlying property transaction may

involve more than one of these services, the same transaction value may be reflected in more than one component of total transaction

volume. Total transaction volume is not a measure of revenue, profit or cash flow, and may not correlate with any of them. While revenue

is generated in part as a percentage of transaction volume, revenue recognized in a given period reflects only the commissions, fees

and other amounts earned during that period and does not correspond directly or proportionately to total transaction volume, which is

measured on a trailing twelve-month basis. The relationship between the two also varies based on the mix of services provided, the timing

of revenue recognition, and customers’ adoption of multiple reAlpha services, so total transaction volume should not be used as a predictor

of revenue for any period.

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

For the Six Months Ended

June 30,

2026

2025

2026

2025

Net loss

$ (3,049,265 )

(4,817,734 )

$ (7,387,812 )

(7,667,902 )

Adjusted to exclude the following

Depreciation and amortization

170,680

131,045

332,739

261,444

Amortization of loan discounts and origination fee

121,251

242,502

Impairment of capitalized software development- work in progress

105,900

Changes in fair value of contingent consideration(1)

(21,677 )

(174,000 )

(40,027 )

(81,000 )

Change in fair value of Derivative Liability(2)

157,532

417,705

185,032

417,705

Loss (gain) on equity method investments

2,951

1,526

5,180

2,398

Interest expense (income)

16,790

191,454

41,465

253,950

GEM commitment fee

125,000

250,000

Share-based compensation (3)

368,377

192,988

715,457

271,343

Equity offering costs

230,774

Impairment of Intangible Assets(4)

16,039

Acquisition-related expenses

87,352

Expense related to restructuring

68,244

Adjusted EBITDA

$ (2,270,329 )

(3,474,091 )

$ (6,063,683 )

(5,625,534 )

(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.

(4)

Represents

impairment of intangible assets during the period.

(5)

Represents

restructuring costs incurred in connection with the Plans.

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