Completion of Acquisition or Disposition of Assets. As discussed in the Introductory Note of this Current Report on Form 8-K, which is incorporated by reference herein, on August 19, 2026, the Company completed the Merger pursuant to the A&R Merger Agreement. In connection with the completion of the Merger, the Company and InstaMortgage mutually agreed, in accordance with the terms of the Merger Agreement, to waive, solely with respect to two outstanding Regulatory Approvals (as defined in th…

Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. The information included in the Introductory Note and

to the extent required. The Closing Payment Purchaser Stock was, and any Additional Payment Purchaser Stock issuable pursuant to the A&R Merger Agreement, when and if issued, will be, as the case may be, issued pursuant to an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), because such issuances will not involve a public offering, each of the recipients will take the Purchaser Payment Sto…

Other Events. On August 21, 2026, the Company issued a press release announcing that, in accordance with the terms of the A&R Merger Agreement, the transactions contemplated thereunder closed, and as a result, Merger Sub merged with and into InstaMortgage, effective as of August 19, 2026 (the “Merger”), with InstaMortgage surviving the Merger as a wholly-owned subsidiary of the Company. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference. The in…

Entry into a Material Definitive Agreement. As previously disclosed, on December 19, 2025, reAlpha Tech Corp. (the “Company”) entered into that certain Agreement and Plan of Merger (the “Original Merger Agreement”), by and among the Company, reAlpha Merger Sub I, Inc. (“Merger Sub”), a Delaware corporation and a newly formed wholly-owned subsidiary of the Company, InstaMortgage Inc. (“InstaMortgage”), a California corporation, Shashank Shekhar and Ankur Dhingra. Subsequently, on August 17, 20…

Results of Operations and Financial Condition. On 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 re…

Unregistered Sales of Equity Securities. As previously disclosed, on November 21, 2025, reAlpha Tech Corp. (the “Company”) completed its acquisition of Prevu, Inc. (“Prevu”) pursuant to an Agreement and Plan of Merger, dated November 21, 2025 (the “Merger Agreement”), pursuant to which the Company is obligated to make additional payments totaling $2.5 million, payable in four equal payments of $625,000 under Section 2.5 of the Merger Agreement, in cash or shares of the Company’s common stock,…

Costs Associated with Exit or Disposal Activities. On May 6, 2026, reAlpha Tech Corp. (the “Company”) announced and informed its employees of a strategic restructuring (the “Plan”), which was approved by the Company’s board of directors on May 5, 2026, to yield greater efficiencies as the Company continues to scale its business to meet its profitability goal. Pursuant to the Plan, among others, the Company is expected to reduce its global headcount by approximately 21 full-time employees, in…

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

Results of Operations and Financial Condition. On April 28, 2026, reAlpha Tech Corp. (the “Company”) issued a press release regarding its financial results and business highlights for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”). The Company is making reference to non-U.S. GAAP financial information in the press release. A reconciliation of U.S. GAAP to non-U.S. GAAP results is provided in the a…

The filing describes amendments to the Short-Term Incentive Plan, which is a compensation matter and not a management change.

CFO — Piyush Phadke: The CFO was terminated from his position.

Results of Operations and Financial Condition. On March 12, 2026, reAlpha Tech Corp. (the “Company”) issued a press release and a shareholder letter discussing its business highlights, operational updates and financial results for the fourth quarter and year ended December 31, 2025. The Company also made available an investor presentation containing information related to the Company’s strategic focus, business development and financial results. Representatives of the Company intend to presen…

Director — Michael J. Logozzo: Mr. Logozzo, the Company’s Chief Executive Officer, was appointed as a director of the Company.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in reAlpha Tech Corp.’s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 6, 2026 (the “Prior 8-K”), on February 4, 2026, Brian Cole resigned from the Board of Directors (the “Board”) and all committees on which he served, including the Audit Committee. Following Mr. Cole’s resignation, the Company’s Aud…

Results of Operations and Financial Condition. reAlpha Tech Corp. (the “Company”) has estimated its total revenue for the three months ended December 31, 2025 to be in the range of approximately $0.8 million to $1.0 million. The Company’s estimated total revenue for the year ended December 31, 2025 is projected to be in the range of approximately $4.4 million to $4.6 million. The Company had cash of approximately $7.7 million as of December 31, 2025, a decrease of approximately $1.5 million f…

Director — Brian Cole and Monaz Karkaria: The directors resigned from their positions on the Board, effective immediately.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As a result of the resignation of Brian Cole, as described in more detail in

Other Events. On December 23, 2025, reAlpha Tech Corp. (the “Company”) filed a prospectus supplement (the “Current Prospectus Supplement”) to recommence its “at the market” offering, as defined in Rule 415 under the Securities Act of 1933, as amended, and to increase the maximum number of shares (the “ Placement Shares”) of the Company’s common stock issuable thereunder pursuant to the At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC , dated April 2, 2025 (t…

to the extent required. The Purchaser Payment Stock issuable pursuant to the Merger Agreement, when and if issued, will be issued pursuant to an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), because such issuances will not involve a public offering, each of the recipients will take the Purchaser Payment Shares for investment and not resale, the Company will take appropriate measures to…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 19, 2025, reAlpha Tech Corp. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with InstaMortgage Inc., a California corporation (“InstaMortgage”), reAlpha Merger Sub I, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of the Company (the “Merger Sub”) and Shashank Shekhar (“Shekhar”) and Ankur Dhingra (“Dhingra” and together with Shekhar, the “Stockh…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On November 21, 2025 (the “Closing Date”), reAlpha Tech Corp. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prevu, Inc., a Delaware corporation (“Prevu”), reAlpha Merger Sub, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of the Company (the “Merger Sub”) and Thomas Kutzman, as the stockholder representative. The Merger Agreement provides that, among o…

to the extent required. In connection with the transactions contemplated by the Merger Agreement, the Company also entered into certain ancillary agreements, including a transition agreement (the “Co-Founder Transition Agreement”), between the Company and a co-founder of Prevu (the “Co-Founder”), pursuant to which the Co-Founder, among other consideration, received $100,000 in shares of Common Stock, or 200,080 shares of Common Stock, at a price per share of $0.4998 (the “Co-Founder Shares,”…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on May 20, 2025, reAlpha Tech Corp. (the “Company”), received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s common stock had closed below $1 per share for 30 consecutive business days and, as a result, the Company was not in compliance with the $1 minimum bid price requirement for con…

Results of Operations and Financial Condition. On November 12, 2025, reAlpha Tech Corp. (the “Company”) issued a press release regarding its financial results and business highlights for the quarter ended September 30, 2025. 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 i…