Form 8-K

8-K — reAlpha Tech Corp.

Accession: 0001213900-26-048607

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001859199

SIC: 6500 (REAL ESTATE)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0288073-8k_realpha.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION, AS AMENDED AND RESTATED, OF REALPHA TECH CORP., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON APRIL 28, 2026 (ea028807301ex3-1.htm)

EX-3.3 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK FILED WITH THE SECRETARY OF STATE OF DELAWARE ON APRIL 28, 2026 (ea028807301ex3-3.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 28, 2026 (ea028807301ex99-1.htm)

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8-K — CURRENT REPORT

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0001859199

2026-04-28

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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 28, 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 3.03 Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information regarding the Charter Amendment and the Series A Preferred Stock Amendment

(each as defined below) set forth below in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reverse Stock Split

April 28, 2026, reAlpha Tech Corp. (the “Company”) filed an amendment (the “Charter Amendment”) to its certificate

of incorporation, as amended and restated, with the Secretary of State of Delaware to implement a 1-for-25 reverse stock split, such that

every twenty-five (25) shares of the Company’s common stock, par value $0.001 per share (the “common stock”), will be

combined into one (1) issued and outstanding share of common stock, with no change in the $0.001 par value per share (the “Reverse

Stock Split”). The Reverse Stock Split was approved by the Company’s board of directors (the “Board”) and by the

Company’s stockholders, with the Board authorized to determine the final reverse stock split ratio within the range approved by

stockholders. The Reverse Stock Split will not reduce the number of authorized shares of common stock or preferred stock under the Company’s

certificate of incorporation.

The

Reverse Stock Split and Charter Amendment will be effective at 12:01 a.m., Eastern Time, on April 30, 2026. The Company expects that upon

the opening of trading on April 30, 2026, the common stock will begin trading under its existing symbol “AIRE” on a post-split

basis under CUSIP number 75607T204.

accordance with the terms of the Company’s outstanding warrants, equity incentive plans and applicable award agreements, the number

of shares of common stock underlying outstanding warrants and equity awards will be proportionately adjusted, and any exercise prices

will be proportionately increased, to reflect the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse

Stock Split and stockholders of record who otherwise would be entitled to receive a fractional share will have such fractional interests

rounded up to the nearest whole number of shares of common stock.

The

foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text

of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.

Amendment to the Certificate

of Designation

As previously reported,

on February 20, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible

Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Delaware, designating 1,000,000 shares of

the Company’s preferred stock as Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred

Stock”).

connection with the Reverse Stock Split, on April 28, 2026, the Company filed an amendment to the Certificate of Designation with the

Secretary of State of Delaware to be effective immediately upon filing (the “Series A Preferred Stock Amendment”), which was

consented to and approved by the Board and the sole holder of the issued and outstanding shares of Series A Preferred Stock. The Series

A Preferred Stock Amendment amends the Certificate of Designation to correct a drafting error in the formula set forth in the Certificate

of Designation for the adjustment of the Conversion Price (as defined in the Certificate of Designation) of the Series A Preferred Stock

upon any stock dividend, subdivision or combination of the Company’s outstanding shares of common stock, including in connection

with the Reverse Stock Split. Specifically, the Series A Preferred Stock Amendment provides that, upon any such event, the Conversion

Price will be adjusted by multiplying the Conversion Price by a fraction of which the numerator is the number of shares of common stock

outstanding immediately before such event and the denominator is the number of shares of common stock outstanding after such event. As

a result, upon effectiveness of the Reverse Stock Split, the Conversion Price of the Series A Preferred Stock will be proportionately

increased and the number of shares of common stock issuable upon conversion of the Series A Preferred Stock will be proportionately reduced,

in each case subject to the terms of the Certificate of Designation, as amended. Except as expressly provided in the Series A Preferred

Stock Amendment, the terms and provisions of the Certificate of Designation remain in full force and effect.

The

foregoing descriptions of the Certificate of Designation and the Series A Preferred Stock Amendment are not complete and are subject to,

and qualified in their entirety by, the complete text of the Certificate of Designation and the Series A Preferred Stock Amendment, as

applicable. A copy of the Certificate of Designation was previously filed as Exhibit 3.1 to the Company’s Current Report on Form

8-K dated February 24, 2025, and a copy of the Series A Preferred Stock Amendment is filed hereto as Exhibit 3.3 to this Current Report

on Form 8-K, each of which is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On April 28, 2026, the

Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K and is incorporated by reference herein.

The information provided under

this Item 7.01 of this Current Report on 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation, as amended and restated, of reAlpha Tech Corp., filed with the Secretary of State of the State of Delaware on April 28, 2026.

3.2

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of Delaware on February 20, 2025 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated February 24, 2025).

3.3

Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of Delaware on April 28, 2026.

99.1*

Press Release, dated April 28, 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: April 28, 2026

REALPHA TECH CORP.

By:

/s/ Michael J. Logozzo

Michael J. Logozzo

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION, AS AMENDED AND RESTATED, OF REALPHA TECH CORP., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON APRIL 28, 2026

EX-3.1

Filename: ea028807301ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF REALPHA TECH CORP.

reAlpha Tech Corp., a Delaware

corporation (the “Corporation”) does hereby certify that:

FIRST: The name of the Corporation

is reAlpha Tech Corp. The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State

of Delaware on April 22, 2021 (the “Original Certificate”). The Corporation’s First Amended and Restated Certificate

of Incorporation (the “First Amended and Restated Certificate”) was filed with the Secretary of State of the State

of Delaware on August 12, 2021, which restated the Original Certificate in its entirety. The Corporation’s Second Amended and Restated

Certificate of Incorporation (the “Second Amended and Restated Certificate”) was filed with the Secretary of State

of the State of Delaware on October 18, 2023, which restated the First Amended and Restated Certificate in its entirety.

SECOND: Article IV of the

Second Amended and Restated Certificate is hereby amended by deleting and restating such Article IV in its entirety as follows:

“The total

number of shares of capital stock that the Corporation shall have authority to issue is up to 205,000,000 shares, consisting of: (i) 200,000,000

shares of common stock, having a par value of $0.001 per share (the “Common Stock”); and (ii) 5,000,000 shares of preferred

stock, having a par value of $0.001 per share (the “Preferred Stock”).

Reverse Stock

Split. Effective as of 12:01 a.m., Eastern Time on April 30, 2026 (the “Effective Time”), each twenty-five (25)

outstanding shares of Common Stock outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall

be combined and converted into one (1) share of Common Stock (the “New Common Stock”) based on a ratio of one (1) share

of New Common Stock for each twenty-five (25) shares of Old Common Stock. This reverse stock split (the “Reverse Split”)

of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that

the Company is authorized to issue, which shall remain as set forth under this Article IV.

The Reverse Split

shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not

certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest

in a share of New Common Stock shall be deliverable upon the Reverse Split, all of which shares of New Common Stock held by stockholders

of record shall be rounded up to the nearest whole number of such shares. No stockholders will receive cash in lieu of fractional shares.

All references to “Common Stock” in this Certificate of Incorporation shall be to the New Common Stock.”

THIRD: This amendment was

duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: This Certificate

of Amendment shall become effective at 12:01 a.m., Eastern Time on April 30, 2026.

* * * *

IN WITNESS WHEREOF, the

Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this 28th day of April, 2026.

reAlpha Tech Corp.

By:

/s/ Michael J. Logozzo

Name:

Michael J. Logozzo

Title:

Chief Executive Officer

EX-3.3

Filename: ea028807301ex3-3.htm · Sequence: 3

Exhibit 3.3

CERTIFICATE OF AMENDMENT

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES A CONVERTIBLE PREFERRED STOCK

REALPHA TECH CORP.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

reAlpha Tech Corp., a Delaware corporation (the

“Corporation”), does hereby certify as follows:

WHEREAS, the Corporation filed a Certificate

of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock with the Secretary of State of the State

of Delaware on February 20, 2025 (the “Certificate of Designation”), designating 1,000,000 shares of the Corporation’s

preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”);

WHEREAS, Section 7.1 of the Certificate

of Designation provides for adjustment of the Conversion Price upon any stock dividend, subdivision or combination of the outstanding

shares of Common Stock, and that the Conversion Price shall be multiplied by a fraction of which the numerator is the number of shares

of Common Stock outstanding immediately after such event and the denominator is the number of shares of Common Stock outstanding immediately

before such event;

WHEREAS, the Board of Directors of the

Corporation (the “Board of Directors”) has determined that Section 7.1 of the Certificate of Designation contains a

defect in that the formula set forth therein produces a result that is inconsistent with the intended economic purpose of such provision,

which is to preserve the economic equivalence of the conversion rights of the Series A Preferred Stock following any stock dividend, subdivision

or combination;

WHEREAS, Section 4.1 of the Certificate

of Designation provides that the Corporation, when authorized by resolutions of its Board of Directors, may amend or supplement the Certificate

of Incorporation (which includes, for the avoidance of doubt, the Certificate of Designation) without the consent of any holder of Series

A Preferred Stock or any holder of Common Stock to cure any ambiguity, defect or inconsistency in the Certificate of Designation;

WHEREAS, the Board of Directors has determined

that the amendment set forth herein is necessary and appropriate to cure the defect described above, and has duly authorized this Certificate

of Amendment by resolutions adopted pursuant to a unanimous written consent effective as of April 27, 2026; and

WHEREAS, the sole holder of the outstanding

shares of Series A Preferred Stock has consented to this Certificate of Amendment.

NOW, THEREFORE, BE IT RESOLVED, that the

Certificate of Designation is hereby amended as follows:

1. Amendment

to Section 7.1. Section 7.1 of the Certificate of Designation is hereby amended and restated in its entirety as follows:

“7.1 Stock Dividends and Stock Splits.

If the Corporation, at any time while this Series A Preferred Stock is outstanding: (A) pays a stock dividend or otherwise makes a distribution

or distributions payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued

by the Corporation upon conversion of this Series A Preferred Stock) with respect to the then outstanding shares of Common Stock; (B)

subdivides outstanding shares of Common Stock into a larger number of shares; or (C) combines (including by way of a reverse stock split)

outstanding shares of Common Stock into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately

before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event

(excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section 7.1 shall become effective immediately

after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective

immediately after the effective date in the case of a subdivision or combination.”

2. Effect

of Amendment. Except as specifically amended hereby, the Certificate of Designation shall remain in full force and effect and

is hereby ratified and confirmed in all respects. In the event of any conflict between the terms of this Certificate of Amendment and

the Certificate of Designation, the terms of this Certificate of Amendment shall control.

3. Effective

Date. This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, reAlpha Tech Corp.

has caused this Certificate of Amendment to be duly executed by its authorized officer on April 28, 2026.

REALPHA TECH CORP.

By:

/s/ Michael J. Logozzo

Name:

Michael J. Logozzo

Title:

Chief Executive Officer

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

EX-99.1

Filename: ea028807301ex99-1.htm · Sequence: 4

Exhibit 99.1

reAlpha (NASDAQ: AIRE) Announces 1-for-25 Reverse Stock Split to

be Effective on April 30, 2026

1-for-25 Reverse Stock Split Intended to Support

Compliance with Nasdaq’s Minimum Bid Price Requirement for Continued Listing

DUBLIN, OH, April 28, 2026 (GLOBE NEWSWIRE)

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

today announced a 1-for-25 reverse stock split of its outstanding common stock. The reverse stock split will become effective at 12:01

a.m. ET on April 30, 2026. The common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”)

under the same symbol “AIRE” when the market opens on April 30, 2026, with the new CUSIP number 75607T204.

The reverse stock split was approved by the Company’s

stockholders at its annual meeting of stockholders held on October 8, 2025. The reverse stock split is intended to increase the per share

trading price of the Company’s common stock to regain compliance with the $1.00 minimum bid price requirement for continued listing

on Nasdaq. The reverse stock split will reduce the number of outstanding shares of the Company’s common stock from approximately

134.12 million shares pre-reverse split to approximately 5.36 million shares post-reverse split.

The number of authorized shares of common stock

and the par value per share will remain unchanged. As a result of the reverse stock split, every 25 shares of the Company’s pre-reverse

split common stock will be combined and reclassified into one share of common stock. Proportionate voting rights and other rights of such

holders will not be affected by the reverse stock split. No fractional shares will be issued in connection with the reverse stock split,

and all such fractional interests held by stockholders of record will be rounded up to the nearest whole number of shares of common stock.

In accordance with the terms of the Company’s

outstanding preferred stock, warrants, equity incentive plans and applicable award agreements, the number of shares underlying outstanding

preferred stock, warrants and equity awards will be proportionately adjusted, and any conversion and exercise prices will be proportionately

adjusted, to reflect the reverse stock split.

The Company’s transfer agent, VStock Transfer,

LLC, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange

of certificates for common stock, if any, for uncertificated shares of common stock. Stockholders owning shares via a broker or other

nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the brokers’ particular

processes, and generally will not be required to take any action in connection with the reverse stock split.

Additional information about the reverse stock

split can be found in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”)

on August 25, 2025 (the “Proxy Statement”). The Proxy Statement is available at www.sec.gov or at the Company’s

website at www.realpha.com. Additional information regarding this reverse stock split will be included in a Current Report on Form

8-K to be filed by the Company with the SEC on or about the date hereof.

Forward-Looking Statements

This press release may contain forward-looking

statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation,

reAlpha’s expectations regarding anticipated compliance with Nasdaq’s minimum bid price rules. You can find many (but not

all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,”

“anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,”

“should,” “could,” “may,” “will” or other similar expressions. While management has based

any forward-looking statements included in this press release on its current expectations on reAlpha’s strategy, plans, intentions,

performance, or future occurrences or results, the information on which such expectations were based may change. These forward-looking

statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors,

many of which are outside of reAlpha’s control, that could cause actual results to materially differ from such statements. Such

risks, uncertainties and other factors include, but are not limited to, reAlpha’s ability to regain compliance with Nasdaq’s

minimum bid price rule; 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 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. 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 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.

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.

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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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Name Exchange Act

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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