Form 8-K

8-K — reAlpha Tech Corp.

Accession: 0001213900-26-048245

Filed: 2026-04-28

Period: 2026-04-23

CIK: 0001859199

SIC: 6500 (REAL ESTATE)

Item: Results of Operations and Financial Condition

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

Item: Financial Statements and Exhibits

Documents

8-K — ea0287658-8k_realpha.htm (Primary)

EX-10.1 — AMENDED AND RESTATED 2025 SHORT-TERM INCENTIVE PLAN (ea028765801ex10-1.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 28, 2026 (ea028765801ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0287658-8k_realpha.htm · Sequence: 1

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0001859199

2026-04-23

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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.

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

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.

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.

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.

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

EX-10.1 — AMENDED AND RESTATED 2025 SHORT-TERM INCENTIVE PLAN

EX-10.1

Filename: ea028765801ex10-1.htm · Sequence: 2

Exhibit 10.1

reAlpha 2025 Amended and Restated Short-Term

Incentive Plan

Last Updated: April 23, 2026

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:

Offer competitive rewards that attract, motivate and retain best talent

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

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

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.

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”).

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).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

EX-99.1 — PRESS RELEASE, DATED APRIL 28, 2026

EX-99.1

Filename: ea028765801ex99-1.htm · Sequence: 3

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.

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

media@realpha.com

Investor Relations

Contact:

Adele Carey, VP of Investor

Relations

InvestorRelations@reAlpha.com

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

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

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

(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

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 )

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

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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