reAlpha Tech Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Management’s Report on Internal Control over Financial Reporting Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal accounting and financial officer) are responsible for establishing and maintaining internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 64 Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated 2013 Framework. Based on this assessment, our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal accounting and financial officer), concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria. Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting during the quarter ended December 31, 2025. ITEM 9B. OTHER INFORMATION None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 65 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors The following table provides information regarding our executive officers and directors as of the date hereof. Brian Cole and Monaz Karkaria, who both served as directors during the fiscal year ended December 31, 2025, resigned from the Board effective February 4, 2026 and February 5, 2026, respectively. Prabhu Antony and Michael J. Logozzo were appointed to the Board on February 24, 2026 to fill the resulting vacancy. Name Age Position Term of Office Executive Officers Giri Devanur 56 Executive Chairman of the Board Since Inception Michael J. Logozzo 54 Chief Executive Officer, President and Director Since Inception Thomas J. Kutzman Jr. 43 Chief Financial Officer Since February 2026 Board Dimitrios Angelis (1)(2)(3) 56 Independent Director Since April 2023 Prabhu Antony (1)(2)(3) 47 Independent Director Since February 2026 Balaji Swaminathan (1)(2)(3) 60 Independent Director Since April 2023 (1) Member of the audit committee of the Board (the “audit committee”). (2) Member of the compensation committee of the Board (the “compensation committee”). (3) Member of the nominating and corporate governance committee of the Board (the “nominating and governance committee”). Executive Officers Giri Devanur is the Executive Chairman of the Board. Mr. Devanur became a member of our Board in April 2021 and its Chairman in April 2023. He served as our Chief Executive Officer from April 2023 until June 2025 when he transitioned to the role of Executive Chairman of the Board. He is a serial business entrepreneur and an experienced chief executive officer who has been involved in capital planning and investor presentations as an executive officer for various companies. He has more than 25 years of experience in the information technology industry. In October 2020, Mr. Devanur began designing the early AI systems for the “reAlpha” concept and formed reAlpha Tech Corp. (our former parent company) until April 2021, when he became the Company’s chief executive officer and president. Mr. Devanur has served as the Chief Executive Officer and Director of BHAV Acquisition Corp., a special purpose acquisition corporation, and Managing Member of BHAV Partners LLC, the sponsor of BHAV Acquisition Corp., each since September 2025. He has also served as served as a member of the board of directors of Saara, Inc., an AI-based e-commerce solutions company since October 2019. From October 2025 through December 2025, Mr. Devanur served as a member of the board of directors of Virtuix Holdings Inc., a developer of full-body virtual-reality gaming system. Prior to Mr. Devanur co-founding the Company, Mr. Devanur served as a member of the board of directors of Coffee Day from December 2020 to October 2024. Additionally, he co-founded GenDeep, Inc., an investment analysis company, in December 2019, which was eventually dissolved in October 2020 due to COVID-19, and Taazu, Inc. in March 2018, an artificial-intelligence business travel assistant company, which was subsequently sold in March 2021. Mr. Devanur holds a master’s degree in Technology Management from Columbia University and a bachelor’s degree in computer engineering from the University of Mysore, India. He has attended Executive Education programs at the Massachusetts Institute of Technology and Harvard Law School. The Board believes that Mr. Devanur’s decades-long experience in the information technology industry and in positions of leadership in other companies will enable him to bring a wealth of strategic and business acumen to the Board. 66 Michael J. Logozzo has served as our Chief Executive Officer and Interim Chief Operating Officer since June 2025 and joined our Board in February 2026. Prior to his appointment as Chief Executive Officer, Mr. Logozzo held various roles at the Company, including the roles of Chief Operating Officer and President from February 2024 until June 2025 and Chief Financial Officer from April 2021 until February 2024. Prior to joining the Company, Mr. Logozzo was managing director for the Americas of L Marks, covering the United States, Canada, and Latin America from May 2019 to March 2021. Mr. Logozzo also held multiple roles at BMW Financial Services between 2001 to 2019, including as an IT Manager, Process and Quality Manager, Strategy Manager, Special Project Manager and finally as General Manager of Financial Services and Operations in the Americas from May 2011 to April 2019. During his 18-year tenure, Mr. Logozzo was responsible for finance operations, innovation, and best practices integration at the automotive company’s Americas Regional Services Center in Columbus, Ohio and at BMW Financial Services’ headquarters in Munich, Germany. Mr. Logozzo holds a Masters of Business Administration (MBA) in Business Administration and Management and Operations from Franklin University and a Bachelor of Science in Management Information Systems from Youngstown State University. The Board believes that Mr. Logozzo’s decades-long experience across operations, financial services and innovation and in positions of leadership in other companies will enable him to bring a wealth of strategic and business acumen to the Board. Thomas J. Kutzman Jr . has served as our Chief Financial Officer since February 2026. Prior to his appointment as Chief Financial Officer, Mr. Kutzman served as the Company’s Chief Executive Officer of reAlpha Realty following the Company’s November 2025 acquisition of Prevu, the Company Mr. Kutzman co-founded. Mr. Kutzman served as Chief Executive Officer of Prevu from September 2025 to November 2025, and as Co-Chief Executive Officer of Prevu from August 2015 to August 2025. He served as a member of Prevu’s board of directors from August 2015 through its acquisition. Prior to co-founding Prevu, Mr. Kutzman held investment and trading roles in the United States and Europe at Jabre Capital Partners, Citi, JP Morgan and S.A.C. Capital Advisors. Mr. Kutzman holds a Bachelor of Science in Finance and Accounting from the NYU Stern School of Business. Non-Employee Directors Dimitrios Angelis has been a member of our Board since April 2023. Mr. Angelis is an accomplished business strategist who brings over two decades of experience as general counsel from several multinational companies. He is currently serves as Of Counsel at OGC Solutions and has served as the President, co-founder and executive director of the board of Sparta Biomedical Inc., a privately-held developer of orthopedic solutions since June 2017. Since January 2017, he has been the managing partner of Pharma Tech Law LLC, a law firm that specializes in the life sciences field. Mr. Angelis has also been a member of the board of The One Group (NASDAQ: STKS) since March 2018, and from March 2015 to July 2020, he served as the chairperson of Star Equity Holding, Inc.’s (f/k/a/ Digirad) (NASDAQ: STRR) compensation committee. Mr. Angelis holds a Bachelor of Arts in Philosophy and English from Boston College, a Master of Arts in Behavioral Science from California State University and a Juris Doctor from NYU School of Law. Our Board believes that Mr. Angelis’ substantial experience as an accomplished attorney, negotiator and general counsel to public and private companies in the healthcare field will enable him to bring a wealth of strategic, legal and business acumen to the Board. Balaji Swaminathan has been a member of our Board since April 2023. Mr. Swaminathan is an accomplished business leader with extensive experience in financial services and entrepreneurship. Since February 2018, Mr. Swaminathan has been the founder, chief executive officer and a member of the Board of SAIML Pte Ltd, a Singapore-based Capital Markets Services licensed company that provides personalized wealth management solutions for ultra-high net worth customers. Prior to his entrepreneurial pursuits, Mr. Swaminathan also held several key leadership roles in major financial institutions, including serving as President of Westpac International from July 2012 to March 2018. Mr. Swaminathan also holds multiple directorships with Asia-based companies, including Haldia Petrochemicals Ltd. since October 2025, Juniper Green Energy since June 2025, Allied Blenders and Distillers Limited since February 2022; AT Holdings Pte Ltd. since August 2019; and Vibgyor Realty & Investments Private Limited since September 2018. Mr. Swaminathan holds a Bachelor of Commerce in Finance from St. Xavier’s College, a Finance degree from The Institute of Chartered Accountants of India, a Finance Cost & Works degree from The Institute of Cost & Works Accountants of India and has completed an Advanced Management Program from Harvard Business School. The Board believes that Mr. Swaminathan’s substantial experience in the financial services industry as well as in positions of leadership in other companies will enable him to bring a wealth of strategic and business insights to the Board. 67 Prabhu Antony has been a member of our Board since February 2026. Mr. Antony is an accomplished business leader with a dealmaking track record that has been recognized globally with honors including Investment Banker of the Year, Top 40 Under 40, and Best Cross-Border Deal of the Year at the Global M&A Forum. Mr. Antony has served a Venture Partner at Exfinity Ventures, a business-to-business Deeptech US-India cross border venture fund since March 2025. Since June 2024, he has served as President and a member of the board of directors of Stonebridge Acquisition II Corp. (Nasdaq: APAC), a blank check company formed for the purpose of effecting a business combination, and he became the Chief Financial Officer of Stonebridge Acquisition II Corp. in August 2025. Since September 2015, Mr. Antony has served as the Chief Investment Officer of Scieniti LLC, an investment management company. Mr. Antony also served as President and a member of the board of directors of Stonebridge Acquisition Corp. (Nasdaq: APAC) from February 2021 through its initial business combination with DigiAsia Bios Pte Ltd. (Nasdaq: FAAS), a Mastercard-backed Indonesian “Fintech-as-a-Service” company, in April 2024. From December 2009 through December 2024, Mr. Antony served as Executive Director of Sett & Lucas Inc, a Hong Kong headquartered financial institution that specializes in cross border mergers and acquisitions. Mr. Antony is an alumni of the Stanford Graduate School of Business and Wharton School of the University of Pennsylvania. He also holds a Bachelor of Engineering in Electronics and Instrumentation Engineering from the University of Madras and an MBA from Anna University. The Board believes that Mr. Antony’s substantial experience in investment banking and capital markets as well as his experience serving on the boards of publicly listed companies will enable him to bring a wealth of strategic and financial insights to the Board. Involvement in Certain Legal Proceedings With the exception of Giri Devanur - see “Legal Proceedings” for further information on this matter - none of our directors or executive officers has, during the past ten years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. 68 CORPORATE GOVERNANCE Director Independence Our common stock is listed on Nasdaq under the symbol “AIRE”. The listing rules of Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Our Board undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each non-employee director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that, except with respect to Giri Devanur and Michael J. Logozzo, none of our directors have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange Act. Board of Directors and Committees Our Board currently consists of five members. Our executive officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint officers as it deems appropriate pursuant to our bylaws. The Board has three standing committees: the audit committee, compensation committee and the nominating and corporate governance committee. All members of the committees of the Board are non-employee directors who are deemed independent. Each of the charters of the committees of the Board is posted on our website at ir.realpha.com. None of our directors or executive officers were selected as a result of an arrangement or understanding between him/her and any other person. Audit Committee Balaji Swaminathan, Prabhu Antony and Dimitrios Angelis serve as members of our audit committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each of Messrs. Swaminathan, Antony and Angelis meet the independent director standard under Nasdaq’s listing standards and under Rule 10-A-3(b)(1) of the Exchange Act and is financially literate. Mr. Swaminathan serves as chairman of our audit committee and our Board has determined that Mr. Swaminathan qualifies as an “audit committee financial expert” as defined in applicable SEC rules. Our audit committee charter, which details the purpose and principal functions of the audit committee, includes responsibilities such as to: ● appoint, compensate, and oversee the work of any registered public accounting firm employed by us; ● resolve any disagreements between management and the auditor regarding financial reporting; ● pre-approve all auditing and non-audit services; 69 ● retain independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation; ● seek any information it requires from employees, all of whom are directed to cooperate with the audit committee’s requests-or external parties; ● oversee and report to the board of directors regarding the Company’s major financial risk exposures, as well as areas including cybersecurity, information technology and data security risks; ● meet with our officers, external auditors, or outside counsel, as necessary; and ● oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policy. Compensation Committee Balaji Swaminathan, Prabhu Antony and Dimitrios Angelis serve as members of our compensation committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Dimitrios Angelis serves as chairman of our compensation committee and each of Messrs. Swaminathan, Antony and Angelis meet the independent director standard under Nasdaq’s listing standards applicable to members of the compensation committee. Our compensation committee charter, which details the purpose and principal functions of the compensation committee, includes responsibilities such as to: ● discharge the responsibilities relating to certain disclosures in public filings of the Company, including, but not limited to, in the Company’s proxy statement, and periodic reports, such as the Annual Report on Form 10-K and Quarterly Report on Form 10-Q; ● discharge the responsibilities of the Board relating to compensation of our directors, executive officers and other key employees; ● review and make recommendations to the Board in establishing appropriate incentive compensation and equity-based plans; ● oversee the annual process of evaluation of the performance of our management; and ● perform such other duties and responsibilities as enumerated in and consistent with the compensation committee’s charter. The compensation committee charter permits the committee to retain or receive advice from a compensation consultant and outlines certain requirements to ensure the consultants independence or certain circumstances under which the consultant need not be independent. We have not retained such a consultant. Nominating and Governance Committee Our Board has a nominating and governance committee of the Board that is composed of independent directors. Messrs. Swaminathan, Antony and Angelis serve as members of our nominating and governance committee. Dimitrios Angelis serves as the chairman of our nominating and governance committee. Our nominating and governance committee charter, which details the purpose and principal functions of the nominating and governance committee, includes responsibilities such as to: ● assist the Board by identifying qualified candidates for director nominees, including through search firms to assist in identifying qualified director nominees, and to recommend to the Board the director nominees for the next annual meeting of stockholders; ● establish procedures to be followed by stockholders in submitting recommendations for director candidates to the nominating and governance committee; 70 ● lead the Board and Board committees in their annual review of their performance; ● recommend to the Board director nominees for each committee of the Board; and ● develop and recommend to the Board corporate governance guidelines applicable to us. Compensation Committee Interlocks and Insider Participation None of the members of the compensation committee was at any time during the year ended December 31, 2025, an officer or employee of our Company. None of our executive officers serves as a member of the board or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or compensation committee. Risk Oversight Our audit committee is responsible for overseeing our risk management process. Our audit committee focuses on our general risk management policies and strategy, the most significant risks facing us, including risks associated with our audit, financial reporting, internal control, disclosure control, regulatory compliance and cybersecurity matters, and oversees the implementation of risk mitigation strategies by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. Director Qualifications Our Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the board of director’s deliberations and decisions. Our Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in the real estate, technology and finance industries, and with real estate; finance and accounting; and entrepreneurship skills. There is no difference in the manner in which the Board evaluates nominees for directors based on whether the nominee is recommended by a stockholder. In evaluating nominations, the Board also looks for depth and breadth of experience within our industry and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the Board, the past performance of the incumbent director. Code of Business Conduct and Ethics Our Board adopted a code of business conduct and ethics, or the “Code of Conduct,” applicable to all directors, executive officers and employees. The Code of Conduct is available on the “Investor Relations” portion of our website at www.realpha.com. The nominating and governance committee of our Board is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. In addition, we intend to post on our website all disclosures that are required by law or Nasdaq’s listing standards concerning any amendments to, or waivers of, any provision of the Code of Conduct. Insider Trading Policy We maintain an insider trading policy that governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees, which we believe is reasonably designed to promote compliance with insider trading laws, rules, regulations and any applicable listing standards. Our insider trading policy prohibits all officers, directors and employees from engaging in insider trading, and establishes procedures for those covered under the policy to both report violations and pre-clearance procedures that employees must go through in order to clear any transactions involving our securities. Clearance of a transaction is valid only for a 48-hours period, and if such transaction is not placed in such 48-hour period, clearance of the transaction must be re-requested. Our insider trading policy also establishes certain trading windows and black-out periods, to facilitate compliance with such insider trading policy. Additionally, mandatory pre-clearance is required from all our executive officers and directors, even during trading windows. Family Relationships There are no family relationships among any of our executive officers or directors. 71 ITEM 11. EXECUTIVE COMPENSATION Named Executive Officers Our named executive officers and their respective positions for the year ended December 31, 2025, were as follows: ● Giri Devanur, current Executive Chairman of the Board and former Chief Executive Officer; ● Michael J. Logozzo, current Chief Executive Officer and Interim Chief Operating Officer, former Chief Operating Officer and President and former Interim Chief Financial Officer; and ● Piyush Phadke, former Chief Financial Officer. Summary Compensation Table The following table contains information about the compensation paid to or earned by each of our named executive officers and their respective positions with the Company for the years ended December 31, 2025 and 2024. Name and Principal Position Year Ended Salary ($) Bonus ($) (1) Stock Awards ($) (2)(3) All Other Compensation ($) Total Compensation ($) Giri Devanur December 31, 2025 250,000 (4) 83,375 317,129 18,750 (5) 669,254 Executive Chairman of the Board (former Chief Executive Officer and Chairman of the Board) December 31, 2024 250,000 - - 25,000 (5) 275,000 Michael J. Logozzo December 31, 2025 263,288 (6) 88,857 298,387 650,532 Chief Executive Officer and interim Chief Operating Officer (former President and Chief Operating Officer) December 31, 2024 250,000 - - - 250,000 Piyush Phadke December 31, 2025 235,417 (7) - 302,474 - 537,891 Former Chief Financial Officer (8) December 31, 2024 - (7) - - - - (1) The amounts in this column have been rounded to the nearest dollar. (2) The amounts included in this column are the aggregate dollar amounts of compensation expense recognized by us for financial statement reporting purposes in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”), and includes amounts from RSU awards granted. For information on the valuation assumptions used in calculating these dollar amounts, see “Note 2 – Summary of Significant Accounting Policies,” and “Note 14 – Stockholders’ Equity” to our audited consolidated financial statements included in this report. These amounts reflect our accounting expense for these awards and do not reflect the actual economic value that may be realized by the individuals upon vesting of such awards. (3) Represents RSU awards earned for services rendered to the Company during the fiscal year ended December 31, 2025, and RSU awards earned pursuant to the terms and conditions of the STIP based on achievement of certain performance criteria established by the compensation committee, as adjusted from time to time, in each case issued pursuant to the 2022 Plan and as approved by the compensation committee. See “Equity-Based Compensation” below for more information. (4) On June 3, 2025, Mr. Devanur transitioned from the role of Chief Executive Officer of the Company and Chairman of the Board into the role of Executive Chairman of the Board, which did not affect his compensation. The amount shown in the “Salary” column reflects the total salary earned by Mr. Devanur during the fiscal year ended December 31, 2025 in his role as Chief Executive Officer and Executive Chairman of the Board. (5) “All other compensation” for Mr. Devanur is his compensation for services as a member of our Board for the years ended December 31, 2024 and December 31, 2025. 72 (6) On June 3, 2025, Mr. Logozzo was appointed to the role of Chief Executive Officer of the Company. There were no changes to Mr. Logozzo’s compensation in connection with this appointment. Effective September 25, 2025, the compensation committee approved an increase in Mr. Logozzo’s base salary from $250,000 to $300,000. The amount shown in the “Salary” column reflects the total salary earned by Mr. Logozzo during the fiscal year ended December 31, 2025 at both salary rates. (7) Mr. Phadke joined the Company on January 30, 2025 and therefore did not receive compensation from the Company in 2024. Effective September 25, 2025, the compensation committee approved an increase in Mr. Phadke’s base salary from $250,000 to $275,000. The amount shown in the “Salary” column reflects the total salary earned by Mr. Phadke during the fiscal year ended December 31, 2025 at both salary rates and pro-rated from his starting date. (8) On February 25, 2026, we terminated the employment of Mr. Phadke as our Chief Financial Officer, effective immediately. Narrative to Summary Compensation Table Employment Agreements with Executive Officers Employment Agreement with Giri Devanur We entered into an initial employment agreement with Giri Devanur on September 1, 2021, pursuant to which he acted as the Company’s Chief Executive Officer until his agreement was terminated by either Mr. Devanur or us. On April 11, 2023, we entered into an updated employment agreement with Mr. Devanur, which provided for a base salary of $150,000. His base salary was subsequently adjusted by the compensation committee during the fiscal year to $250,000, in accordance with the terms of his updated employment agreement, which provided that his base salary would be adjusted following a successful public offering resulting in gross proceeds to the Company of $8,000,000 or more, subject to the compensation committee’s approval. Pursuant to an amendment to his employment agreement dated February 1, 2024, Mr. Devanur is entitled to receive additional compensation in the form of a discretionary bonuses of up to 66.7% of his then base salary based on the achievement of certain performance targets to be established by the compensation committee, which, if applicable, will be payable no later than two and a half months after the fiscal year to which these performance targets relate to, and certain benefits such as unlimited vacation, health insurance and others. Further, this amendment also provided that Mr. Devanur may receive equity awards pursuant to the 2022 Plan, including certain discretionary long-term equity incentive awards, which are subject to certain performance criteria and metrics that will be established by the compensation committee, including satisfying financial, operational and other metrics. Mr. Devanur or the Company may terminate his employment agreement at any time upon written notice to the other party, and it has a confidentiality provision and a non-compete for a period two years following the termination of his employment. The Company further amended Mr. Devanur’s employment agreement, pursuant to an amendment dated June 3, 2025, in connection with his transition from Chief Executive Officer to Executive Chairman of the Board. There were no changes to Mr. Devanur’s compensation as a result of the amendment. In accordance with this amendment, Mr. Devanur also remains eligible to receive certain equity awards pursuant to the 2022 Plan, including under the STIP. Employment Agreement with Michael J. Logozzo We entered into an initial employment agreement with Michael J. Logozzo on February 21, 2021, pursuant to which he served as the Company’s Chief Financial Officer until his agreement was terminated by either Mr. Logozzo or us. On April 11, 2023, we entered into an updated employment agreement with Mr. Logozzo, which provided for a base salary of $140,000. Mr. Logozzo’s base salary was subsequently adjusted by the compensation committee during the fiscal year 2024 to $250,000, in accordance with the terms of his updated employment agreement, which provided that his base salary would be adjusted following a successful public offering resulting in gross proceeds to the Company of $8,000,000 or more, subject to the compensation committee’s approval. Pursuant to an amendment to his employment agreement dated February 1, 2024, Mr. Logozzo is entitled to receive additional compensation in the form of a discretionary bonuses of up to 66.7% of his then base salary based on the achievement of certain performance targets to be established by the compensation committee, which, if applicable, will be payable no later than two and a half months after the fiscal year to which these performance targets relate to, and certain benefits such as unlimited vacation, health insurance and others. Further, this amendment also provided that Mr. Logozzo was eligible to receive equity awards pursuant to the 2022 Plan, including certain discretionary long-term equity incentive awards, which are subject to certain performance criteria and metrics that will be established by the compensation committee, including satisfying financial, operational and other metrics. On June 3, 2025, we further amended Mr. Logozzo’s employment agreement to reflect his position as Chief Executive Officer. There were no changes to Mr. Logozzo’s compensation as a result of this amendment. 73 Mr. Logozzo’s employment agreement was then amended and restated in its entirety on September 25, 2025 following the compensation committee’s approval of certain salary increases at the Company. Pursuant to this amended and restated agreement, Mr. Logozzo’s annual base salary was increased to $300,000 and Mr. Logozzo remained eligible to receive a discretionary bonus of up to 66.7% of his base salary and equity awards pursuant to the terms of the 2022 Plan, including under the STIP, each as further described above. Mr. Logozzo’s compensation will be reviewed annually by the compensation committee and may be increased by the compensation committee at any time for any reason. Mr. Logozzo or the Company may terminate the amended and restated employment agreement at any time upon written notice to the other party. Mr. Logozzo’s employment agreement has a confidentiality provision and a non-compete for a period of two years following the termination of his employment. Employment Agreement with Piyush Phadke We entered into an employment offer letter with Mr. Phadke effective as of January 30, 2025, which provided for a base salary of $250,000. Pursuant to this employment offer letter, he served as the Company’s Chief Financial Officer until his termination, which was effective as of February 25, 2026. Mr. Phadke’s employment offer letter was amended and restated in its entirety on September 25, 2025 following the compensation committee’s approval of certain salary increases at the Company. Pursuant to this amended and restated agreement, Mr. Phadke’s position was not changed and he is entitled to receive (i) an annual base salary of $275,000, (ii) an annual cash incentive bonus in an amount equal to 66.7% of his then base salary based on the achievement of certain performance targets to be established by the compensation committee, which bonus will be payable no later than two and a half months after the fiscal year to which the performance targets relate to, and (iii) certain other benefits such as unlimited vacation, health insurance and others. Mr. Phadke is also eligible to receive equity awards pursuant to the 2022 Plan (and the STIP), which equity awards may be subject to certain performance criteria and metrics that will be established by the compensation committee at such time, including financial, operational and other metrics. Mr. Phadke’s compensation will be reviewed annually by the compensation committee and may be increased by the compensation committee at any time for any reason. The Company intends to enter into a separation agreement with Mr. Phadke in connection with the termination of his employment. Equity-Based Compensation 2025 Short Term Incentive Plan On February 4, 2025, the compensation committee approved the STIP, which provides for quarterly awards of performance-based RSUs (the “Awards”) granted under the 2022 Plan, a successor or replacement plan, or outside of an equity incentive plan, as determined by the compensation committee, in its discretion, to be granted to our executive officers and/or other participating employees and consultants selected by the compensation committee. The compensation committee established the STIP to drive revenue growth and profitability, help focus key employees on building stockholder value, provide significant award potential for achieving outstanding performance, and enhance our ability to attract and retain highly talented individuals. 74 Under the STIP, participants may earn Awards based on our achievement of certain pre-determined quarterly performance targets for three different performance target categories for each fiscal quarter. These performance targets will be 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 our results. The quarterly performance targets consist of (i) the amount of organic revenue for the quarter; (ii) the number of brokerage transactions consummated by our in-house brokerage firm for the fiscal quarter; and (iii) the quality of acquisitions we consummate during the fiscal quarter, which quality determination will be determined at the sole discretion of the compensation committee based on the compensation committee’s evaluation of the acquisitions’ fit with our business model. Each performance target category is weighted differently based on the participant’s position with the Company, and the achievement of the goals for each performance target category is determined independently of the others. The weight of each performance target category for each participant will be set by the compensation committee at the beginning of each fiscal year, subject to change by the compensation committee on a fiscal quarterly basis depending on our results. Further, the percentage of the participant’s base salary that will be used in determining the Awards, if any, will also be set by the compensation committee at the beginning of each fiscal year based on the participant’s position with the Company. For each fiscal quarter, the Awards earned by each participant for each performance target category will be equal to the percentage of the goal for such performance target category that is achieved by us multiplied by the participant’s Target Award (as defined below) for such performance target category for the fiscal quarter, up to a maximum of 500% of the participant’s Target Award. For each participant, the “Target Award” for a particular performance target category for a given fiscal quarter will be equal to the applicable percentage of the participant’s base salary used to determine the Awards for such participant multiplied by (i) the weight of such performance target category and (ii) the participant’s base salary for the applicable fiscal quarter. The fair value of each quarterly installment of these RSU awards were estimated on the date of grant based on the value of our common stock in accordance with ASC 718. The 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. The date of grant of the Awards for a given fiscal quarter will be 30 calendar days after the last calendar day of such fiscal quarter, on the terms and subject to the conditions of the STIP. The vesting of the Awards is subject to the participant’s compliance with the terms of the STIP, including, among other things, the participant’s continued service to the Company (or an affiliate) in accordance with the terms of the participant’s employment agreement through each applicable vesting date. We believe that the Awards will further align our executive officers’ and other participating employees’ interests with those of our stockholders, while serving as a key retention mechanism over the long-term. All Awards will be subject to our Clawback Policy (as defined below). Restricted Stock Unit Awards On April 28, 2025, in connection with the compensation committee’s review of our overall compensation structure and peer group compensation practices, it approved the grant of quarterly RSU awards to our executive officers and/or other eligible participants under the 2022 Plan as additional compensation for services rendered and/or to be rendered to us in the amount of $62,500 per quarter for each of our executive officers. The fair value of each quarterly installment of these RSU awards were estimated on the date of grant based on the value of our common stock in accordance with ASC 718. The RSU awards earned in a fiscal quarter 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. The date of grant of the Awards for a given fiscal quarter will be 30 calendar days after the last calendar day of such fiscal quarter, on the terms and subject to the conditions of the STIP. The vesting of the Awards is subject to the participant’s compliance with the terms of the STIP, including, among other things, the participant’s continued service to the Company (or an affiliate) in accordance with the terms of the participant’s employment agreement through each applicable vesting date. 75 Equity Incentive Plan We maintain the 2022 Plan, under which we may grant awards to eligible employees, officers and directors and certain other service providers. The compensation committee of our Board administers the 2022 Plan and determines eligibility for awards at its discretion. The aggregate number of shares of common stock that may be issued under the 2022 Plan may not exceed 15,957,189 shares of common stock. Commencing on October 15, 2025, the 2022 Plan allows for an automatic annual increase in the number of shares reserved under the 2022 Plan in an amount equal to the lesser of: (A) ten percent (10%) of the total number of shares of common stock issued and outstanding on October 14 of such year or (B) 15,000,000 shares of common stock; provided, that the Board may decide by October 15 of such year to provide that there shall be no increase in the shares of common stock available for issuance under the 2022 Plan for such fiscal year or that the increase shall be a lesser number of shares of common stock than otherwise provided under the automatic annual increase provision. The 2022 Plan permits the discretionary award of incentive stock options (“ISOs”), non-statutory stock options, stock awards (which may have varying vesting schedules and be subject to lock-up periods at the Board’ discretion) and other equity awards to selected participants. Unless sooner terminated, no ISO may be granted under the 2022 Plan on or after the 10 th anniversary of the Effective Date (as defined in the 2022 Plan). The compensation committee has the sole discretion in setting the vesting period and, if applicable, exercise schedule of an award, determining that an award may not vest for a specified period after it is granted and accelerating the vesting period of an award. The plan administrator determines the exercise or purchase price of each award, to the extent applicable. The 2022 Plan does not allow for the assignment, transfer or exercise of awards other than by will or the laws of descent and distribution. Unless otherwise provided by the participant’s Option Award Agreement or Stock Award Agreement (as both terms are defined in the 2022 Plan) issued pursuant to the 2022 Plan, upon the participant’s termination for any reason, including but not limited to death, Disability (as defined in the 2022 Plan), voluntary termination nor involuntary termination with or without Cause (as defined in the 2022 Plan), all unvested equity awards in the form of options or shares shall be forfeited. Vested options, unless otherwise provided, will remain exercisable for three (3) months following termination of the participant if such termination is for any reason other than death, Disability or termination for Cause. In case the participant’s separation from service is due to death or Disability, then the vested options will be exercisable for a period of twelve (12) months thereafter. In case the participant’s termination is for Cause, the participant will immediately forfeit any and all options issued to such participant under the 2022 Plan. The 2022 Plan also provides the Company with a right of repurchase all or portion of the shares awarded to the participant under the 2022 Plan, which may be exercised in case a participant separates from service for any reason, at a price equal to the fair market value, as determined by the Board. In the event of a Change in Control (as defined in the 2022 Plan), the Board will have the sole discretion to address the treatment of a participant’s unvested awards in connection with such Change in Control in the participant’s award agreement. The Board may modify, amend or terminate the plan at any time, provided that no such modification, amendment or termination of the 2022 Plan materially affects the rights of a participant under a previously granted award without that participant’s consent. Further, the Board cannot, without the approval of the Company’s stockholders, amend this plan: (i) increase the number of common stock with respect to the ISOs that may be granted under the 2022 Plan; (ii) make any changes in the class of employees eligible to receive the ISOs under the plan; (iii) without stockholder approval if required by applicable law. 76 Outstanding Equity Awards at December 31, 2025 The following table provides information on outstanding equity awards as of December 31, 2025 to our named executive officers: Stock Awards Name Number of shares or units of stock that have not vested (#) (1) Market value of shares or units of stock that have not vested ($) (2) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity Incentive Plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) Giri Devanur (3) 992,552 $ 414,093 - $ - Michael J. Logozzo (4) 1,011,060 $ 421,814 - $ - Piyush Phadke (5) 1,057,939 $ 441,372 - $ - (1) Represents the aggregate number of shares of common stock underlying RSUs granted for services rendered as an executive officer of the Company during the fiscal year ended December 31, 2025, and pursuant to the terms and conditions of the STIP based on achievement of certain performance criteria established by the compensation committee, as adjusted from time to time, that have not vested. These RSUs were issued in quarterly installments pursuant to the 2022 Plan, and each quarterly grant of RSU has the following vesting schedule: (i) 50% will vest on the date that is 12 months from the date of grant and (ii) the remaining 50% will vest in four equal installments over the next 12-month period thereafter. (2) The amounts in this column have been rounded to the nearest dollar. (3) Mr. Devanur was granted an aggregate of 992,522 RSUs for services rendered as an executive officer of the Company during the fiscal year ended December 31, 2025 and pursuant to the terms and conditions of the STIP based on achievement of certain performance criteria established by the compensation committee, as adjusted from time to time. (4) Mr. Logozzo was granted an aggregate of 1,011,060 RSUs for services rendered as an executive officer of the Company during the fiscal year ended December 31, 2025 and pursuant to the terms and conditions of the STIP based on achievement of certain performance criteria established by the compensation committee, as adjusted from time to time. (5) Mr. Phadke was granted an aggregate of 1,057,939 RSUs for services rendered as an executive officer of the Company during the fiscal year ended December 31, 2025 and pursuant to the terms and conditions of the STIP based on achievement of certain performance criteria established by the compensation committee, as adjusted from time to time. Clawback Policy We have adopted a compensation recovery policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq rules (the “Clawback Policy”). Under the Clawback Policy, in the event of certain accounting restatements, we will be required to recover erroneously received incentive-based compensation from our executive officers representing the excess of the amount actually received over the amount that would have been received had the financial statements been correct in the first instance. The compensation committee has discretion to make certain exceptions to the clawback requirements (when permitted by Nasdaq rules) and ultimately determine whether any adjustment will be made under the Clawback Policy. 77 Director Compensation The following table presents the total compensation earned and/or paid to non-employee and employee member directors of our Board during the year ended December 31, 2025. Until August 2025, our non-executive directors were entitled to an annual compensation of $25,000, payable in cash in quarterly installments of $6,250, plus reimbursements for reasonable travel expenses, and out-of-pocket costs incurred in attending meetings of our Board or events attended on our behalf. In August 2025, the compensation committee recommended and the Board approved a modification to our director compensation policy entitling directors to receive annual compensation of $25,000 in the form of shares of common stock instead of cash, which shares will be issued pursuant to the 2022 Plan. These shares of common stock will be issued in quarterly installments on January 30, April 30, July 30 and October 30 of each fiscal year, with the number of shares of common stock to be issued quarterly to be determined based on and equal to the quotient of (i) the dollar amount payable per quarter to each of the members of the Board, or $6,250 quarterly, divided by (ii) the 10-day VWAP of the closing price of the common stock, as reported on Nasdaq, on the grant date of such shares of common stock. The amounts represented in the “Stock Awards” column reflects the grant date fair value of the shares of common stock granted pursuant to our current director compensation policy computed in accordance with ASC 718 and do not necessarily equate to the income that will ultimately be realized by the directors for such awards. Mr. Devanur, who served as our Chief Executive Officer and Chairman of the Board until June 2025 and as Executive Chairman of the Board following June 2025, received a total of $25,000 for his service as a member of our Board during the period presented below. Mr. Devanur’s total compensation for service as an employee, executive officer and as a member of our Board in all capacities is presented under the heading “Summary Compensation Table” above. Name Year Ended Fees Earned and Paid in Cash ($) Stock Awards ($) (1)(2) Total ($) Giri Devanur December 31, 2025 18,750 6,250 25,000 Monaz Karkaria (3) December 31, 2025 18,750 6,250 25,000 Brian Cole (3) December 31, 2025 18,750 6,250 25,000 Dimitrios Angelis December 31, 2025 18,750 6,250 25,000 Balaji Swaminathan December 31, 2025 18,750 6,250 25,000 (1) Amounts reflect the aggregate grant date fair value of the shares of common stock granted and/or earned for services as a member of our Board in the fiscal year ended December 31, 2025, in accordance with our director compensation policy, computed in accordance with ASC 718. This amount does not reflect the actual economic value that may be realized by the director. (2) Represents the common stock award issued on January 30, 2026 for services rendered as a member of the Board for the quarter ended December 31, 2025. (3) Mr. Cole and Ms. Karkaria resigned from the Board, effective February 4, 2026 and February 5, 2026 respectively. Policies and Practices Related to the Grant of Certain Equity Awards We currently have no specific policy or practice on the timing of equity awards, including stock options, stock-appreciation rights or similar option-like instruments, in relation to the disclosure of material nonpublic information by us. Equity award grants generally are made to the executive officers on a quarterly basis according to a predetermined schedule, and may be subject to certain performance criteria that are established by the compensation committee at the beginning of each fiscal year, as adjusted from time to time. The compensation committee does not take material nonpublic information into account when determining the timing and terms of such awards. We have not timed the disclosure of material nonpublic information to affect the value of executive compensation. During the year ended December 31, 2025, we did not award any stock options, stock-appreciation rights or similar option-like instruments to our executive officers. 78 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our capital stock for (i) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock or Series A Preferred Stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, the address of each executive officer and director is c/o reAlpha Tech Corp. at 6515 Longshore Loop, Suite 100, Dublin, OH 43017. Applicable percentage ownership is based on 131,852,546 shares of common stock and 250,000 shares of our Series A Preferred Stock outstanding at March 11, 2026. The number of shares of common stock beneficially owned by each stockholder is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of shares of our common stock includes (1) any shares as to which the person or entity has sole or shared voting power or investment power and (2) any shares as to which the person or entity has the right to acquire beneficial ownership within 60 days after the date hereof. Common Stock Series A Preferred Convertible Stock Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned (1) Approximate Percentage of Class Number of Shares Beneficially Owned (1) Approximate Percentage of Class Approximate Percentage of Outstanding Capital Stock Directors and Executive Officers Giri Devanur (2) 27,830,784 21.08 % — — 21.0 % Michael J. Logozzo (3) 2,359,648 1.79 % — — 1.8 % Thomas J. Kutzman Jr. 110,469 Dimitrios Angelis 64,283 * — — * % Balaji Swaminathan 64,283 * — — * % Prabhu Antony — * 0.0 % Piyush Phadke (4) — * — — 0.0 % All executive officers and directors as a group (5) 30,484,074 23.03 % — — 23.0 % 5% or More Stockholders Mercurius Media Capital LP (6) — — % 256,125 100.0 % * % * Less than one percent of outstanding shares. (1) With the exception of the securities beneficially owned by our current executive officers and directors and their affiliates, the ownership of the shares of common stock listed above were determined using public records. These amounts are based upon information available to us as of the date of this filing. (2) Includes (i) 24,952,188 shares of common stock held directly by Mr. Devanur, (ii) 2,700,000 shares of common stock held by Giri Devanur Holdings LLC and (iii) 178,596 shares of common stock underlying RSUs that are expected to vest on or prior to May 4, 2026. Mr. Devanur is the managing member of Giri Devanur Holdings LLC and he has sole voting and investment power with respect to those shares of common stock. (3) Includes (i) 2,199,938 shares held directly by Mr. Logozzo and (ii) 159,710 shares of common stock underlying RSUs that are expected to vest on or prior to May 4, 2026, and excludes 851,350 shares of common stock underlying RSUs that are not expected to vest on or prior to May 4, 2026. (4) On February 25, 2026, we terminated the employment of Mr. Phadke as our Chief Financial Officer, effective immediately. Beneficial ownership included in the table above is as of his last date of employment. (5) Excludes Piyush Phadke, our former Chief Financial Officer, and includes Thomas J. Kutzman Jr., our current Chief Financial Officer. (6) Consists of 256,125 shares of Series A Preferred Stock held by Mercurius Media Capital LP, a Delaware limited partnership (“MMC”). Mercurius Media Holdings LLC, a Delaware limited liability company, serves as the general partner of Mercurius Media Capital LP and exercises sole voting and dispositive power over such shares. The principal business address of MMC is 100 Marine Parkway, Suite 175, Redwood City, CA 94065. 79 Securities Authorized for Issuance under Equity Compensation Plans The following table provides information as of December 31, 2025, regarding the 2022 Plan, our only active equity compensation plan, which was adopted by our Board and stockholders prior to our common stock being listed on Nasdaq. See “Item 11. Executive Compensation - Equity Incentive Plan” and “Note 14 - Stockholders’ Equity” for more information on the 2022 Plan. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by stockholders (1) 4,841,602 (2) $ - 10,720,841 (3) Equity compensation plan not approved by stockholders - $ - - Total 4,841,602 (2) $ - 10,720,841 (1) The 2022 Plan provides that the number of shares of common stock issuable thereunder increases annually by an amount equal the lesser of: (A) ten percent (10%) of the total number of shares of common stock issued and outstanding on October 14 of such year or (B) 15,000,000 shares of common stock; provided, that the Board may decide by October 15 of such year to provide that there shall be no increase in the shares of common stock available for issuance under the 2022 Plan for such fiscal year or that the increase shall be a lesser number of shares of common stock than otherwise provided under the automatic annual increase provision. On October 15, 2025, the number of shares of common stock available for issuance under the 2022 Plan automatically increased by 11,957,189 shares of common stock pursuant to this provision. (2) Represents the number of shares of common stock underlying outstanding RSUs under the 2022 Plan. (3) Consists of shares of common stock available for issuance under the 2022 Plan. 80 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Related Party Transactions Except as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2024, in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent (1%) of the average of our total assets at the year-end for the last two completed fiscal years. Sea Easy Capital Pte. Ltd. Loans During the year ended December 31, 2024, AiChat, a subsidiary of the Company, utilized its invoice financing arrangement with Sea Easy Capital Ltd. (“SEA”), pursuant to which AiChat financed certain invoices (as defined below) through SEA’s online platform (the “SEA platform”). SEA is a Singapore-based entity that the spouse of Mr. Swaminathan, a member of our Board, controls by virtue of her ownership or control of a majority (51%) of the capital stock of SEA. Mr. Swaminathan also serves on the advisory board of SEA. These financings through the SEA platform were entered into on terms consistent with those offered to unrelated third-parties. The SEA platform allows AiChat to act as an account receivable invoice seller, under which AiChat is able to upload account receivable invoices (each, an “invoice”) from time to time to the SEA platform for approval by SEA, with each such invoice denoting a dollar amount to be payable by AiChat in accordance with the SEA platform’s terms and conditions (the “terms and conditions”), subject to limits, if any, imposed by SEA on the aggregate value of invoices AiChat may upload and offer for sale. Upon approval, these invoices can be purchased at a discount to its face value based on the payable amounts thereunder (the “invoice purchase price”), by SEA or an authorized third-party (collectively, the “purchasers”) through the SEA platform in accordance with the terms and conditions. After such purchase, the purchaser becomes obligated to fund such invoice purchase price to AiChat directly in the form of a loan (each, a “loan”), minus any fees or interests payable thereunder, and all rights, title and interest in such invoice are assigned to such purchaser at the time of the purchase. Once an invoice is purchased, AiChat provides notice to the customer to which the invoice relates to with the payment instructions to direct such customer to send funds to a designated payment account in order to repay for the loans. These loans bore a fixed interest rate of 16.5% per annum, and were each payable to the purchaser 89 to 120 days after the date of the respective loan. Additionally, in accordance with the terms and conditions of the loan, to the extent AiChat defaulted, or was deemed to have defaulted on the loans, on and at any time after the occurrence of such default, the purchaser would be entitled to: (i) request the immediate repurchase by AiChat of the applicable invoice and amounts thereunder, (ii) suspend SEA platform access, (iii) declare that any fees and all other amounts accrued or outstanding under the loans be immediately due and payable and/or (iv) take any other actions, including legal action, to recover such amounts due and payable. If AiChat failed to repurchase the applicable invoice upon written demand by the relevant purchaser, then AiChat would have been liable to such purchaser for an amount equal to the outstanding amounts under the invoice, minus any paid amounts by AiChat, plus a default interest rate of 10% and liquidated damages. Further, if AiChat failed to pay any amounts outstanding under the loans when due, and such failure to pay continued beyond any grace period provided by SEA, AiChat would be required to pay a default interest rate on such outstanding amounts from the expiration of the grace period provided, if any, of 10%, or any other default interest rate determined by the purchaser, until the date of full payment. AiChat and the purchaser were each permitted to terminate any loan documents by giving written notice of at least 30 days to the other; provided, that any and all outstanding amounts were fully paid prior to such termination. The terms and conditions further provided for representations and warranties for any user of the SEA platform, including a limitation of liability for SEA and its affiliates, indemnification of such parties by the user of the SEA platform, confidentiality provisions amongst other provisions. On October 21, 2025, the Company fully repaid the outstanding balance of loans to AiChat under SEA’s financing arrangement and as of such date, there are no loans outstanding between AiChat and SEA. The total amount repaid was approximately $126,946, which consisted of $121,693 in principal and $5,253 in accrued interest. Employment Relationship The Company currently employs Gerard Payton Cuddy Jr., the son-in-law of Mr. Swaminathan, a member of our Board, in a non-executive role in our marketing team. Mr. Cuddy entered into an employment agreement with the Company, effective as of March 9, 2026, that provides for an annual salary of $125,000 and as well as certain standard employee benefits, such as 401(k) matching by the Company. In accordance with our standard compensation practices, Mr. Cuddy is also eligible to receive (i) an annual bonus, subject to the compensation committee’s discretion, and (ii) equity awards under the 2022 Plan, subject to compensation committee approval. Mr. Cuddy’s compensation was established in accordance with compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions and without the involvement of Mr. Swaminathan. 81 Policy for Approval of Related Party Transactions Our Board has adopted a related-person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or each person whom we know to beneficially own more than 5% of our outstanding shares of common stock (a “5% stockholder”) (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest. To identify related party transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related-person transaction,” the related person must report the proposed related-person transaction to the Company. The policy calls for the proposed related-person transaction to be reviewed by and if deemed appropriate approved by, the audit committee of our Board after full disclosure of the related-person interest in the transaction. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review and, in its discretion, may ratify the related-person transaction. The policy also permits the chair of the audit committee to review, and if deemed appropriate approve, proposed related-person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually. A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider: ● the related person’s interest in the related-person transaction; ● the approximate dollar amount involved in the related-person transaction; ● the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; ● whether the transaction was undertaken in the ordinary course of our business; ● whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third-party; ● the purpose of, and the potential benefits to us of, the related-person transaction; and ● any other information regarding the related-person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The audit committee may impose any conditions on the related-person transaction that it deems appropriate. The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee of our Board in the manner specified in its charter. Director Independence Our common stock is listed on Nasdaq under the symbol “AIRE”. The listing rules of Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Our Board undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each non-employee director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that, except with respect to Mr. Devanur and Mr. Logozzo, none of our directors have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange Act. 82 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents aggregate fees for professional audit services rendered by GBQ Partners, LLC (“GBQ”) for the audit of our consolidated financial statements for the years ended December 31, 2025 and 2024, and fees billed for other services rendered by GBQ during those periods. Services Rendered Year ended December 31, 2025 December 31, 2024 Audit Fees (1) $ 242,596 $ 116,300 Tax Fees (2) 53,250 70,292 All Other Fees (3) 36,005 43,022 Total $ 331,851 $ 229,614 (1) These amounts represent fees for professional services rendered for the audits of our consolidated financial statements included in this report, reviews of the quarterly consolidated financial statements included in our quarterly reports on Form 10-Q, annual reports on Form 10-K, statutory audits, and other SEC filings and accounting consultations on matters related to the annual audits or interim reviews. (2) This amount represents fees for tax consulting and compliance services in our U.S. and non-U.S. locations. (3) This amount represents fees for professional services related to SEC registration statements and for the review of acquisition-related due diligence reports prepared by the Company. Audit Committee Pre-Approval Policy Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”) regarding auditor independence, the audit committee (i) appoints, retains and terminates; (ii) negotiates and sets the compensation of; and (iii) oversees the performance of the independent registered public accounting firm. In recognition of this responsibility, the audit committee has established a pre-approval policy for all audit and permitted non-audit services performed by our independent auditors to ensure that providing such services does not impair the auditors’ independence. The annual audit services engagement terms and fees will be subject to the specific pre-approval of the audit committee. In addition to the annual audit services engagement approved by the audit committee, the audit committee may grant general pre-approval to other audit services, which are those services that only the independent auditor reasonably can provide. These general pre-approved audit services include (a) audit services, such as statutory audits, services associated with SEC registration statements, periodic reports and other SEC filings; (b) audit-related services, such as due diligence pertaining to potential business acquisitions, financial statement audits of employee benefit plans and consultations; (c) tax-services; and (d) other services that are permissible and that would not impair the independence of our independent registered public accounting firm. Pre-approval for these general audit services last for 12 months from the pre-approval date, and must involve fees of less than $100,000. Any services that have not been generally pre-approved or that exceed the approved fee levels must be specifically pre-approved. Specific pre-approval must be obtained from the audit committee. The audit committee may also delegate the authority to the chairman of the audit committee, Mr. Swaminathan, to pre-approve audit and permitted non-audit services to be provided by our independent auditor so long as such services are subsequently reported to and approved by the full audit committee at its next scheduled meeting. The audit committee approved all services provided by, and all fees paid to, GBQ. The audit committee has considered the services provided by GBQ as described above and has determined that such services are compatible with maintaining GBQ’s independence. 83 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) (1) Consolidated Financial Statements The financial statements filed as part of this report are listed and indexed in the Index to Consolidated Financial Statements starting on page F-1 located in this Annual Report on Form 10-K. (a) (2) Financial Statement Schedules Financial statement schedules are omitted because they are not required, not applicable or because the required information is shown in the consolidated financial statements or notes thereto. (a) (3) Exhibits Required exhibits are incorporated by reference or are filed with this report. (b) The exhibits set forth in the following index of exhibits are filed or incorporated by reference as a part of this Annual Report on Form 10-K: Exhibit No. 20 Description of Exhibit 2.1** Membership Interest Purchase Agreement by and among reAlpha Tech Corp. and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.1 of Form 1-U filed with the SEC on May 23, 2023). 2.2** Membership Interest Purchase Agreement First Side Letter by and among reAlpha Tech Corp. and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.2 of Form 1-U filed with the SEC on May 23, 2023). 2.3** Membership Interest Purchase Agreement Second Side Letter by and among reAlpha Tech Corp. and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.3 of Form 1-U filed with the SEC on May 23, 2023). 2.4** Stock Purchase Agreement by and Among Roost Enterprises, Inc. dba Rhove, the Sellers and reAlpha Tech Corp., dated March 24, 2023 (previously filed as Exhibit 1.1 of Form 1-U filed with the SEC on March 27, 2023). 2.5** Restricted Stock Purchase Agreement by and between reAlpha Tech Corp. and Silicon Valley Bridge Bank, N.A., dated as of March 24, 2023 (previously filed as Exhibit 1.2 of Form 1-U filed with the SEC on March 27, 2023). 2.6** Certificate of Ownership and Merger, filed March 21, 2023 (previously filed as Exhibit 2.1 of Form 1-U filed with the SEC on March 24, 2023). 2.7**# Stock Purchase Agreement, dated as of December 3, 2023, among reAlpha Tech Corp., Naamche, Inc., the Sellers and the Sellers’ Representative (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on December 4, 2023). 2.8**# Amended and Restated Stock Purchase Agreement, dated as of February 2, 2024, among reAlpha Tech Corp., Naamche, Inc. Pvt. Ltd., the Sellers and the Sellers’ Representative (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC February 8, 2024). 20 Note to Draft: Exhibit #s to be updated once exhibit index is finalized. 84 2.9**# Business Acquisition and Financing Agreement, dated as of July 12, 2024, among reAlpha Tech Corp., AiChat Pte. Ltd., AiChat10X Pte. Ltd. and Kester Poh Kah Yong (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 15, 2024). 2.10**# Membership Interest Purchase Agreement, dated as of September 8, 2024, among reAlpha Tech Corp., Debt Does Deals, LLC (d/b/a Be My Neighbor), Christopher B. Griffith and Isabel Williams (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on September 9, 2024). 2.11**# Stock Purchase Agreement, dated as of February 20, 2025, among reAlpha Tech Corp., GTG Financial, Inc. and Glenn Groves (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on February 24, 2025). 2.12** Recission Certificate, dated September 8, 2025 (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on September 11, 2025). 2.13**# Agreement and Plan of Merger, dated as of November 21, 2025, among reAlpha Tech Corp., Prevu, Inc., reAlpha Merger Sub, Inc. and Thomas Kutzman, as stockholder representative (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on November 25, 2025). 2.14**# Agreement and Plan of Merger, dated as of December 19, 2025, among reAlpha Tech Corp., InstaMortgage Inc., reAlpha Merger Sub I, Inc. and the Stockholders (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on December 22, 2025). 3.1** Second Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 of Form S-11 filed with the SEC on August 8, 2023). 3.2** Second Amended and Restated Bylaws (previously filed as Exhibit 3.2 of Form S-11 filed with the SEC on August 8, 2023). 3.3** 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 of Form 8-K filed with the SEC on February 24, 2025). 4.1** Form of Warrant (previously filed as Exhibit 6.3 of Form 1-U filed with the SEC on December 5, 2022). 4.2** Form of Common Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on November 21, 2023). 4.3** Warrant Agency Agreement (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on November 21, 2023). 4.4** Secured Promissory Note, dated as of August 14, 2024 (previously filed as Exhibit 4.4 of Form 10-Q filed with the SEC on August 14, 2024). 4.5** Form of Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on April 7, 2025). 85 4.6** Form of Series A-1 Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on July 18, 2025). 4.7** Form of Series A-2 Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 18, 2025). 4.8** Form of Placement Agent Warrant (previously filed as Exhibit 4.3 of Form 8-K filed with the SEC on July 18, 2025). 4.9** Form of Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on July 22, 2025). 4.10** Form of Placement Agent Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 22, 2025). 4.11* Description of Securities of the Company. 10.1** Massachusetts Securities Division Consent Order (previously filed as Exhibit 6.5 of Form 1-U filed with the SEC on April 21, 2022). 10.2** Share Purchase by and among reAlpha Asset Management, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, dated as of December 1, 2022 (previously filed as Exhibit 6.1 of Form 1-U filed with the SEC on December 5, 2022). 10.3** Registration Rights Agreement by and among reAlpha Asset Management, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, dated as of December 1, 2022 (previously filed as Exhibit 6.2 of Form 1-U filed with the SEC on December 5, 2022). 10.4**+ Employment Agreement of Giri Devanur, dated April 11, 2023 (previously filed as Exhibit 10.11 of Form S-11 filed with the SEC on August 8, 2023). 10.5**+ Employment Agreement of Michael J. Logozzo, dated April 11, 2023 (previously filed as Exhibit 10.12 of Form S-11 filed with the SEC on August 8, 2023). 10.6**+ reAlpha Tech Corp. 2022 Equity Incentive Plan (previously filed as Exhibit 10.14 of Form S-11 filed with the SEC on August 8, 2023). 10.7**+ Form of 2022 Equity Incentive Plan Restricted Stock Award Agreement (previously filed as Exhibit 10.15 of Form S-11 filed with the SEC on August 8, 2023). 10.8**+ Form of 2022 Equity Incentive Plan Stock Option Award Agreement (previously filed as Exhibit 10.16 of Form S-11 filed with the SEC on August 28, 2023). 10.9**+ Amendment No. 1 to reAlpha Tech Corp.’s 2022 Equity Incentive Plan, adopted on April 12, 2023 (previously filed as Exhibit 4.6 of Form S-8 filed with the SEC on March 20, 2024). 10.10**+ Form of Director and Officer Indemnification Agreement (previously filed as Exhibit 10.17 of Form S-11 filed with the SEC on August 28, 2023). 10.11** Ohio Division of Securities Cease and Desist Order with Consent Agreement (previously filed as Exhibit 6.10 of Form 1-U filed with the SEC on August 31, 2023). 10.12**+ First Amendment to Employment Agreement of Giri Devanur, dated February 1, 2024 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on February 1, 2024). 10.13**+ First Amendment to Employment Agreement of Michael J. Logozzo, dated February 1, 2024 (previously filed as Exhibit 10.3 of Form 8-K filed with the SEC on February 1, 2024). 10.14** Note Purchase Agreement, dated as of August 14, 2024, by and between reAlpha Tech Corp. and Streeterville Capital, LLC (previously filed as Exhibit 10.1 of Form 10-Q filed with the SEC on August 14, 2024). 10.15**+ Piyush Phadke’s Offer Letter, effective as of January 30, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on January 30, 2025). 86 10.16**+ 2025 Short Term Incentive Plan (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on February 10, 2025). 10.17**# Advertising Agreement, dated March 7, 2025, between reAlpha Tech Corp. and Mercurius Media Capital LP (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 10, 2025). 10.18**# Investment Agreement, dated March 7, 2025, between reAlpha Tech Corp. and Mercurius Media Capital LP (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on March 10, 2025). 10.19** Mutual Settlement and Release Agreement, dated as of March 19, 2025, between reAlpha Tech Corp. and Unreal Estate Inc. (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 21, 2025). 10.20** Exchange Agreement, dated as of March 20, 2025, between reAlpha Tech Corp. and Streeterville Capital, LLC (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on March 21, 2025). 10.21** Engagement Letter dated March 24, 2025 between reAlpha Tech Corp. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.43 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-288571) filed July 15, 2025). 10.22**+ Severance Agreement by and between reAlpha Tech Corp. and Jorge Aldecoa, dated March 27, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 28, 2025). 10.23** Form of Inducement Letter (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on April 7, 2025). 10.24** Form of Voting Agreement (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on April 7, 2025). 10.25**+ Form of 2022 Equity Incentive Plan Restricted Stock Unit Award (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on April 30, 2025). 10.26**+ Second Amendment to Employment Agreement of Giri Devanur, dated June 3, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on June 4, 2025). 10.27**+ Second Amendment to Employment Agreement of Michael J. Logozzo, dated June 3, 2025 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on June 4, 2025) 10.28** Exchange Agreement, dated as of June 9, 2025, between reAlpha Tech Corp. and Streeterville Capital, LLC (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on June 10, 2025). 10.29** Form of Securities Purchase Agreement (previously filed as Exhibit 10.42 of Form S-1 filed with the SEC on July 8, 2025). 10.30** Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 22, 2025). 10.31** Consent, Release and Waiver, dated as of July 15, 2025, by and between reAlpha Tech Corp. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.44 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-288571) filed July 16, 2025). 10.32**# Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 18, 2025). 10.33** Form of Voting Agreement (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on July 18, 2025). 10.34**# Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 22, 2025). 10.35** Certificate of Full Repayment and Release of Obligations, dated July 23, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 23, 2025). 10.36** Amended and Restated Executive Employment Agreement of Michael J. Logozzo, dated September 25, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on September 29, 2025). 87 10.37** Amended and Restated Executive Employment Agreement of Piyush Phadke, dated September 25, 2025 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on September 29, 2025). 10.38**+ Amendment No. 2 to reAlpha Tech Corp.’s 2022 Equity Incentive Plan, adopted on October 8, 2025 (previously filed as Exhibit 4.8 of Form S-8 filed with the SEC on October 24, 2025). 14.1** Code of Conduct and Ethics (previously filed as Exhibit 14.1 of Form S-11 filed with the SEC on August 8, 2023). 19** Insider Trading Policy (previously filed as Exhibit 19 of Form 10-K filed with the SEC on April 2, 2025). 21.1* Subsidiaries of the Registrant. 23.1* Consent of GBQ Partners, LLC, independent registered public accounting firm. 24.1* Power of Attorney (included on the signature page of this report). 31.1* Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*** Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97** Clawback Policy (previously filed as Exhibit 97.1 of Form 10-KT filed with the SEC on March 12, 2024). 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). * Filed herewith. ** Previously filed. *** Furnished herewith. + Indicates management contract or compensatory plan or arrangement. # Schedules, exhibits and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. 88 REALPHA TECH CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm (GBQ Partners LLC) PCAOB ID No. 1808 F-2 Consolidated Balance Sheets as of December 31, 2025, and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and Board of Directors reAlpha Tech Corp. and Subsidiaries Dublin, Ohio Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of reAlpha Tech Corp. and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in mezzanine equity and stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Continuation as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the consolidated financial statements, the Company has experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in the notes. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GBQ Partners LLC We have served as the Company’s auditor since 2021 Columbus, Ohio March 12, 2026 F- 2 reAlpha Tech Corp. and Subsidiaries Consolidated Balance Sheet For the Years Ended December 31, 2025 and 2024 December 31, 2025 December 31, 2024 ASSETS Current Assets Cash $ 7,783,529 $ 3,123,530 Accounts receivable, net 68,148 182,425 Receivable from related parties - 12,873 Prepaid expenses 961,411 180,158 Current assets of discontinued operations - 56,931 Other current assets 362,293 487,181 Escrow deposit 600,000 - Total current assets $ 9,775,381 $ 4,043,098 Property and Equipment, at cost Property and equipment, net $ 64,626 $ 102,638 Other Assets Investments 111,646 215,000 Other long-term assets - 31,250 Intangible assets, net 4,306,553 3,285,406 Goodwill 7,459,125 4,211,166 Capitalized software development - work in progress - 105,900 TOTAL ASSETS $ 21,717,331 $ 11,994,458 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable $ 306,216 $ 655,765 Related party payables 5,654 9,287 Short term loans - related parties - current portion 86,585 261,986 Short term loans - unrelated parties - current portion 209,601 519,153 Accrued expenses 660,577 1,164,813 Deferred liabilities - current portion 1,960,850 1,255,525 Deferred revenue 396,227 278,908 Total current liabilities $ 3,625,710 $ 4,145,437 Long-Term Liabilities Preferred stock embedded derivative liability 4,574,980 - Other long-term loans - related parties - net of current portion - 45,052 Other long-term loans - unrelated parties - net of current portion 88,411 241,121 Note payable, net of discount - 4,909,376 Deferred consideration - net of current portion 561,740 - Contingent consideration 344,877 1,086,000 Total liabilities $ 9,195,718 $ 10,426,986 Mezzanine Equity Redeemable Series A Convertible 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; 250,000 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively. 1,020,377 - Stockholders’ Equity (Deficit) Common stock ($ 0.001 par value; 200,000,000 shares authorized, 131,740,675 shares outstanding as of December 31, 2025; 200,000,000 shares authorized, 45,864,503 shares outstanding as of December 31, 2024) 131,741 45,865 Additional paid-in capital 67,466,893 39,770,060 Accumulated deficit ( 55,980,534 ) ( 38,260,913 ) Accumulated other comprehensive (loss) income ( 127,889 ) 5,011 Total stockholders’ equity of reAlpha Tech Corp. 11,490,211 1,560,023 Non-controlling interests in consolidated entities 11,025 7,449 Total stockholders’ equity 11,501,236 1,567,472 TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY $ 21,717,331 $ 11,994,458 F- 3 reAlpha Tech Corp. and Subsidiaries Consolidated Statements of Operations and Comprehensive (Loss) Income For the Years Ended December 31, 2025 and 2024 For the Year Ended December 31, 2025 December 31, 2024 Revenues $ 4,518,498 $ 948,420 Cost of revenues 2,067,060 302,084 Gross Profit 2,451,438 646,336 Operating Expense Wages, benefits and payroll taxes 6,506,553 2,841,591 Marketing and advertising 5,946,514 793,004 Professional and legal fees 3,273,947 2,124,946 Depreciation and amortization 543,170 282,095 Impairment of capitalized software 220,016 202,968 Other operating expense 1,968,196 1,304,346 Total operating expense 18,458,396 7,548,950 Operating Loss ( 16,006,958 ) ( 6,902,614 ) Other Expense (income) Changes in fair value of contingent consideration ( 604,123 ) - Interest expense, net 814,727 333,759 Change in fair value of preferred stock embedded derivative liability 456,325 - Loss on debt extinguishment 438,834 - Amortization of commitment fee 406,250 500,000 Other expense, net 71,421 601 Total other expense 1,583,434 834,360 Net Loss from continuing operations before income taxes ( 17,590,392 ) ( 7,736,974 ) Income tax benefit - ( 54,260 ) Net Loss from continuing operations ( 17,590,392 ) ( 7,682,714 ) Discontinued operations (Roost and Rhove) Loss from operations of discontinued operations - ( 261,242 ) Impairment of goodwill and intangible assets of discontinued operations - ( 18,078,393 ) Loss on discontinued operations $ - $ ( 18,339,635 ) Net Loss $ ( 17,590,392 ) $ ( 26,022,349 ) Less: Net Income Attributable to Non-Controlling Interests 3,576 679 Net Loss Attributable to Controlling Interests $ ( 17,593,968 ) $ ( 26,023,028 ) Preferred stock dividends 122,877 - Net Loss Attributable to Common Stockholders $ ( 17,716,845 ) $ ( 26,023,028 ) Other comprehensive (loss) income Foreign currency translation adjustments ( 132,900 ) 5,011 Total other comprehensive (loss) income ( 132,900 ) 5,011 Comprehensive Loss Attributable to Controlling Interests $ ( 17,849,745 ) $ ( 26,018,017 ) Basic loss per share Continuing operations $ ( 0.23 ) $ ( 0.17 ) Discontinued operations $ - $ ( 0.41 ) Net Loss per share — basic $ ( 0.23 ) $ ( 0.58 ) Diluted loss per share Continuing operations $ ( 0.23 ) $ ( 0.17 ) Discontinued operations $ - $ ( 0.41 ) Net loss per share — diluted $ ( 0.23 ) $ ( 0.58 ) Weighted-average outstanding shares — basic 76,316,926 44,631,577 Weighted-average outstanding shares — diluted 76,316,926 44,631,577 F- 4 reAlpha Tech Corp. and Subsidiaries Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit) For the Years Ended December 31, 2025 and 2024 Mezzanine Equity Common Stock Additional Paid-in Common Stock Accumulated Accumulated Other Comprehensive ReAlpha Tech Corp. and Subsidiaries Non-Controlling Total Stockholders’ Shares Amount Total Shares Amount Capital to be issued Deficit Loss Equity Interests Equity Balance at December 31, 2023 - - - 44,122,091 $ 44,123 $ 36,899,497 $ - $ ( 12,237,885 ) $ - $ 24,705,735 $ 3,050 $ 24,708,785 Net loss - - - - - - - ( 26,023,028 ) ( 26,023,028 ) 679 ( 26,022,349 ) Other comprehensive gain - - - - - - - - 5,011 5,011 - 5,011 Shares issue - BMN acquisition - - - 1,146,837 1,147 1,512,853 - - - 1,514,000 - 1,514,000 Shares issue - AiChat10X Pte - - - 293,536 293 1,022,682 - - - 1,022,975 - 1,022,975 Shares issued for services - - - 83,000 83 108,647 - - - 108,730 - 108,730 Shares issued to employees & directors - - - 204,423 204 207,249 - - - 207,453 - 207,453 Share issued to AiChat employees - - - 14,616 15 19,132 - - - 19,147 - 19,147 Hyperfast - Non Controlling Interests - - - - - - - - - - 3,750 3,750 RTC India - Non Controlling Interest - - - - - - - - - - ( 30 ) ( 30 ) Balance at December 31, 2024 $ - $ - $ - $ 45,864,503 $ 45,865 $ 39,770,060 $ - $ ( 38,260,913 ) $ 5,011 $ 1,560,023 $ 7,449 $ 1,567,472 Net loss ( 17,593,968 ) ( 17,593,968 ) 3,576 ( 17,590,392 ) Other comprehensive (loss) - - - - - - - - ( 132,900 ) ( 132,900 ) - ( 132,900 ) Series A convertible preferred stock issuance 250,000 897,500 897,500 - - - - - - - - - Preferred stock dividend - 122,877 122,877 - - - - ( 122,877 ) - ( 122,877 ) - ( 122,877 ) Common stock issuance to AiChat10X Pte. - - - 445,630 445 180,080 - - - 180,525 - 180,525 Common stock issuance through ATM - - - 2,952,983 2,953 1,173,040 - - - 1,175,994 - 1,175,994 Common stock issuance - Warrants exercised - - - 4,218,751 4,219 2,930,691 - - - 2,934,911 - 2,934,911 Common stock issuance for GTG acquisition - - - 700,055 700 450,435 - - - 451,135 - 451,135 Common stock issuance to Non- Employee - - - 50,505 51 24,950 - - - 25,000 - 25,000 Common stock issuance to Streeterville Capital, LLC - - - 2,031,136 2,031 738,033 - - - 740,064 - 740,064 Common stock issuance - 2025 Public Offering - - - 13,333,334 13,333 1,730,716 - - - 1,744,050 - 1,744,050 Common stock issuance - RDO - - - 14,285,718 14,286 4,569,765 - - - 4,584,051 - 4,584,051 Common stock cancellation for GTG rescission - - - ( 700,055 ) ( 700 ) ( 450,435 ) - ( 2,776 ) - ( 453,911 ) - ( 453,911 ) Stock-based compensation - - - 757,071 - - - 757,071 - 757,071 Common stock issuance - July 2025 Warrants exercised - - - 24,051,394 24,051 3,583,659 - - - 3,607,710 - 3,607,710 Common stock issuance - Public offering Warrants exercised - - - 7,521,668 7,522 5,633,729 - - - 5,641,251 - 5,641,251 Common stock issuance - Placement Agent Warrants exercised - - - 354,167 354 66,052 - - - 66,406 - 66,406 Common stock issuance for Prevu acquisition - - - 2,678,621 2,679 1,347,321 - - - 1,349,999 - 1,349,999 Common stock issuance - Private Placement Warrants exercised - - - 13,133,812 13,134 4,583,701 - - - 4,596,834 - 4,596,834 Common stock issuance to employees - - - 193,453 193 105,213 - - - 105,406 - 105,406 Common stock issuance - RDO Placement Agent Warrants exercised - - - 625,000 625 272,812 - - - 273,437 - 273,437 Balance at December 31, 2025 250,000 1,020,377 1,020,377 131,740,675 131,741 67,466,893 - ( 55,980,534 ) ( 127,889 ) 11,490,211 11,025 11,501,236 F- 5 reAlpha Tech Corp. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 and 2024 For the Year Ended For the Year Ended December 31, 2025 December 31, 2024 Cash Flows from Operating Activities: Net loss $ ( 17,590,392 ) $ ( 26,022,349 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 543,170 466,691 Impairment of capitalized software 220,016 145,746 Impairment of goodwill and intangible assets - 18,280,947 Amortization of loan discounts 545,624 181,875 Common stock issued to non - employee 2,526 - Stock-based compensation - employees 859,950 207,453 Stock-based compensation - services - 108,730 Change in fair value of contingent consideration ( 604,123 ) - Loss on extinguishment of debt 438,834 - Change in fair value of preferred stock embedded derivative liability 456,325 - Non-cash commitment fee expenses 406,250 500,000 Non-cash marketing and advertising 4,406,571 - Non-cash compensation expense - GTG Financial 106,000 - Gain on previously held equity - ( 20,663 ) Loss (gain) on deconsolidation ( 94,071 ) - Loss (gain) on sale of fixed assets 52,858 301 Impairment of equity investments - measurement alternative 90,000 - Loss from equity method investment 13,354 - Interest accretion on deferred consideration - Prevu 20,404 - Changes in operating assets and liabilities Accounts receivable 114,277 ( 16,437 ) Receivable from related parties 12,873 ( 12,873 ) Prepaid expenses ( 187,824 ) ( 56,241 ) Other current assets ( 292,258 ) 62,637 Accounts payable ( 491,751 ) ( 19,773 ) Payable to related parties ( 3,633 ) 58,756 Accrued expenses ( 404,876 ) ( 185,118 ) Deferred revenue 117,319 278,080 Total adjustments 6,327,815 19,980,111 Net cash used in operating activities ( 11,262,577 ) ( 6,042,238 ) Cash Flows from Investing Activities: Additions to property and equipment ( 42,896 ) ( 12,533 ) Proceeds from sale of properties - 293,307 Cash paid for acquisitions, net of cash acquired ( 1,023,053 ) ( 1,268,630 ) Cash deposited into escrow in connection with acquisitions ( 500,000 ) - Cash paid for equity method investment - ( 50,000 ) Cash used for additions to capitalized software ( 176,143 ) ( 516,544 ) Net cash used in investing activities ( 1,742,092 ) ( 1,554,400 ) Cash Flows from Financing Activities: Proceeds from issuance of debt 155,481 6,155,539 Prepayment penalty ( 368,769 ) - Proceeds from issuance of common stock 25,566,385 - Payments of debt ( 5,623,196 ) ( 1,164,241 ) Contingent consideration paid-reAlpha Nepal ( 137,000 ) - Payment of commitment fee ( 1,000,000 ) - Deferred financing cost - ( 727,500 ) Equity issuance expenses ( 941,742 ) - Net cash provided by financing activities 17,651,159 4,263,798 Net increase in cash 4,646,490 ( 3,332,840 ) Effect of exchange rate changes on cash 13,509 - Cash - Beginning of Period 3,123,530 6,456,370 Cash - End of Period $ 7,783,529 $ 3,123,530 Supplemental disclosure of cash flow information Interest expense $ ( 468,726 ) $ ( 58,897 ) Noncash Investing and Financing Activities: Preferred stock issuance - MMC transaction 5,000,000 - Non-cash conversion of debt to equity - Streeterville Capital, LLC 740,064 - Issuance of common stock - Prevu 1,350,000 - Issuance of common stock - AiChat 180,525 - Issuance of warrants to placement agents in connection with equity offerings 299,768 - Deferred consideration - Prevu 2,327,187 - F- 6 reAlpha Tech Corp. Notes to Consolidated Financial Statements Note 1 - Organization and Description of Business reAlpha Tech Corp. was incorporated with the name reAlpha Asset Management, Inc. in the State of Delaware on April 22, 2021 , which was changed to reAlpha Tech Corp. as a result of the short-form merger with its former parent on March 21, 2023. reAlpha Tech Corp. and its subsidiaries are collectively referred to as “we,” “us,” “our” or the “Company.” Utilizing the power of artificial intelligence (“AI”) and an acquisition-led growth strategy, our goal is to offer a more affordable, streamlined experience for those on the journey to homeownership. The Company is a technology-driven, integrated services company, leveraging AI to enhance the homebuying experience and streamline real estate transactions. At the core of the Company’s strategy is the reAlpha platform, an AI-powered solution designed to simplify the homebuying process while generating revenue through realty services, mortgage brokering services, and digital title and escrow services. The Company operates through its subsidiaries Naamche, Inc. (“U.S. Naamche”), Realpha Nepal Pvt. Ltd. (f/k/a Naamche, Inc. Pvt. Ltd.) (“reAlpha Nepal Pvt Limited” and together with U.S. Naamche, “reAlpha Nepal”), and AiChat Pte. Ltd. (“AiChat”) to expand its software development expertise and AI-driven engagement tools, and the reAlpha Realty, LLC entities, Debt Does Deals, LLC (f/k/a Be My Neighbor and d/b/a reAlpha Mortgage) (“reAlpha Mortgage”), Hyperfast Title LLC (“Hyperfast”) and Prevu, Inc. and its subsidiaries (collectively, “Prevu”) to provide realty services, mortgage brokering and digital title and escrow services, which enable the Company to capture value across multiple stages of the transaction process. Although the Company had previously acquired GTG Financial, Inc. (“GTG” or “GTG Financial”), during the year ended December 31 2025, the Company’s acquisition of GTG was rescinded pursuant to the terms of the Stock Purchase Agreement, by and among GTG Financial, Glenn Groves (the “Seller”) and the Company, dated February 20, 2025 (the “SPA”). As a result of the rescission of the SPA, GTG was no longer a subsidiary of the Company as of August 21, 2025 (the “Rescission Date”) (see “Note 5–Business Combinations–Rescission of GTG Financial Acquisition” for more information). With its focus on AI technology and integrated real estate services, the Company is developing an end-to-end homebuying platform named the “reAlpha platform.” The Company’s goal is to offer through its AI-powered platform a more affordable, streamlined experience for those on the journey to homeownership. The reAlpha platform integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface, and certain services, including realty services, mortgage brokering services, and digital title and escrow services within the platform. The Company’s principal office is located at 6515 Longshore Loop, Suite 100, Dublin, OH 43017. Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying audited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These audited financial statements include the accounts of the Company and its wholly owned subsidiaries and entities that the Company holds a controlling financial interest of, and those in which it owns more than 50 % of the voting interest. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission applicable to annual reports on Form 10-K. These financial statements include all disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation have been included. The consolidated balance sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 2, 2025, as amended on May 13, 2025 (the “2024 Form 10-K”). F- 7 This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements. The financial statements include the operations, assets, and liabilities of the Company. In the opinion of the Company’s management, the accompanying audited financial statements contain all adjustments, consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements. These audited financial statements should be read in conjunction with the audited consolidated financial statements included in the Form 10-K. The results of operations for the fiscal year are not necessarily indicative of the results to be expected for any future periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Business Promotion and Advertising Costs The Company expenses advertising and marketing costs, including prepaid advertising arrangements, as they are incurred. Advertising and marketing expenses were $ 5,946,514 and $ 793,004 for the years ended December 31, 2025, and 2024, respectively, of which $ 4,406,571 and $0 were settled via issuance of Series A Preferred Stock, respectively. These costs are included in “Marketing and advertising” in the accompanying consolidated statements of operations and comprehensive loss. Related Party Transactions The Company accounts for related party transactions in accordance with Accounting Standards Codification (“ASC”) 850. A related party is generally defined as (i) any person that holds 10 % or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Concentration of Credit Risks Financial instruments that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of December 31, 2025 the Company’s cash was held by financial institutions that management believes have acceptable credit. The Federal Deposit Insurance Corporation insures balances up to $ 250,000 . At times, the Company may maintain balances in excess of the federally insured limits. Accounts receivables are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances. In accordance with ASC 326, Investments - Financial Instruments-Credit Losses the Company applies the Current Expected Credit Losses (“CECL”) model to estimate expected credit losses over the lifetime of financial assets measured at amortized cost. The Company has determined that accounts receivable is the only financial asset subject to CECL assessment, as it does not have any loan receivables, held-to-maturity debt securities, or other financial instruments requiring CECL evaluation. The Company’s CECL methodology incorporates historical loss experience and current economic conditions to assess credit risk and expected loss reserves. Stock Based Compensation The Company accounts for share-based payments in accordance with the provisions of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated interim statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. F- 8 The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. During the year ended December 31, 2025, the Company collected all previously outstanding receivables attributable to AiChat, its Singapore subsidiary. As a result, the previously recorded CECL reserve of 0.05 % was released. However, a new CECL provision for the year ended December 31, 2025 was recorded based on updated receivables and risk profiles as of December 31, 2025. The CECL reserve is netted against accounts receivable, net on the balance sheet. There were no changes in the Company’s credit risk exposure, CECL methodology, and/or reserve assumptions during the year ended December 31, 2025. The updated values are as follows: Amount Opening balance, January 1, 2025 62 Provision for expected credit losses 50 Release of allowance for expected credit losses ( 62 ) Ending balance, December 31, 2025 $ 50 There have been no material changes to the Company’s significant accounting policies during the year ended December 31, 2025. Equity Method Investment The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investment is initially recorded at cost and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. The equity method investment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. We recorded the Xmore AI investment of $ 125,000 under the equity method as per ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Management performed an impairment assessment of the equity method investment as of December 31, 2025, and concluded that no indicators of impairment were present; accordingly, no impairment loss was recognized. Equity Investment — Measurement Alternative (ASC 321) The Company holds a 25 % equity interest in Carthagos Inc., a privately held entity, which is accounted for under ASC 321 using the measurement alternative, as the investment does not have a readily determinable fair value. As of December 31, 2025, management evaluated the investment for impairment in accordance with ASC 321-10-35-2 through 35-4 and identified impairment indicators, including sustained operating challenges, liquidity constraints, and uncertainty regarding the recovery of invested capital. As a result, the Company recorded an impairment loss of $ 90,000 during the year ended December 31, 2025. F- 9 Foreign Currency Translation The Company’s consolidated financial statements are presented in U.S. dollars. The functional currency of each subsidiary is the local currency of its primary economic environment, which in certain cases differs from the reporting currency. Assets and liabilities of subsidiaries with non-U.S. dollar functional currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Equity transactions are translated at historical exchange rates, and revenues and expenses, are translated at weighted-average exchange rates for the period. Translation adjustments are recorded in other comprehensive income (loss) and accumulated in accumulated other comprehensive income (loss) within stockholders’ equity. The consolidated statements of cash flows are presented in U.S. dollars, with foreign subsidiary cash flows translated at weighted-average exchange rates for the period. Capitalized Software Development Costs The Company adheres to ASC 350-40 for the capitalization of software development costs. Under these standards, costs incurred during the application development stage—including coding, testing, and the development of software functionalities—are eligible for capitalization if they relate to significant improvements that substantially enhance the software’s functionality or extend its service capacity. These costs include direct labor, third-party services, and other expenses directly attributable to the software’s development. Conversely, expenditures for minor enhancements and routine software maintenance are expensed as incurred, consistent with specific US GAAP requirements. Amortization of capitalized software development costs begins when the software is ready for its intended use and placed in service. These costs are amortized over the software’s estimated useful life, which is assessed by considering factors such as the expected future benefits to the Company and the rate of technological change. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level at least annually, as of December 31, or more frequently when events occur and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Accounting requirements provide that a reporting entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed. The quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. However, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded on the reporting unit. The Company tests goodwill for impairment at least annually as of December 31, or more frequently if events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount, in accordance with ASC Topic 350, Intangibles—Goodwill and other (“ASC 350”). For the year ended December 31, 2025, the Company performed its annual goodwill impairment test and determined that the fair value of each reporting unit exceeded its respective carrying amount. Accordingly, no goodwill impairment was recognized (See Note 8 - Goodwill and Intangible Assets for further discussion of the Company’s goodwill impairment assessment). F- 10 Definite-lived Intangible Assets In accordance with ASC 350, definite-lived intangible assets include assets such as developed technology, customer contracts, and trademarks that are acquired in business combinations. The valuation and classification of these intangible assets and determination of useful lives involves judgments and significant estimates. These Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are amortized over their estimated useful lives in a manner that best reflects the economic benefits of the intangible asset using the straight-line method and estimated useful lives. We periodically review the estimated useful lives of our definite-lived intangible assets and identify events or changes in circumstances that may indicate revised estimated useful lives. During 2025, management reviewed the estimated useful life and recoverability of the developed technology intangible asset associated with GENA and concluded that the asset had become obsolete and should be impaired (See Note 8 – Goodwill and Intangible Assets for further information). Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) when control of services is transferred to the customer. On a standalone basis, the Company generates revenue by providing monthly support services. Revenue is recognized over time as the services are performed and the customer benefits from them. AiChat, a company specializing in AI conversational customer experience solutions, adheres to the revenue recognition standards outlined in ASC 606. The license fee for platform access and consulting services are recognized as distinct performance obligations, reflecting their ability to provide value independently within our customer contracts. For the “right to access” license fee, revenue is recognized over the duration of the subscription period, as control and benefits are provided continuously to the customer. Consulting services are recognized based on the nature of the engagement. Revenue for one-time services, such as project setups, is recognized at the point in time of delivery. For ongoing consulting services, revenue is recognized over time, reflecting the continuous benefit transferred to the customer throughout the service period. This approach ensures that revenue recognition accurately matches the ongoing provision of access and the timing of consulting services, as per the guidelines of ASC 606. reAlpha Mortgage, a mortgage brokerage company, complies with ASC 606 by recognizing revenue at the point of loan funding. This moment marks the transfer of control of the loan to the borrower, capturing the completion of reAlpha Mortgage’s primary service successfully securing a loan. All services, including loan origination, application processing, and credit assessment, contribute to this culminating event. Revenue is therefore recognized only when the loan is funded, ensuring that the exact revenue amount is determinable based on the loan amount and agreed commission, accurately reflecting the completion of all related performance obligations. GTG Financial, a mortgage brokerage company, complies with ASC 606 by recognizing revenue at the point of loan funding. This moment marks the transfer of control of the loan to the borrower, capturing the completion of GTG Financial’s primary service successfully securing a loan. All services, including loan origination, application processing, and credit assessment, contribute to this culminating event. Revenue is therefore recognized only when the loan is funded, ensuring that the exact revenue amount is determinable based on the loan amount and agreed commission, accurately reflecting the completion of all related performance obligations. Effective as of the Rescission Date, the Company’s acquisition of GTG Financial was rescinded. Accordingly, GTG Financial is no longer a subsidiary of the Company, and its results are not included in these audited financial statements for periods after that date (see “Note 5–Business Combinations–Rescission of GTG Financial Acquisition” for more information). reAlpha Nepal, a subsidiary of the Company that provides technology-related services, recognizes revenue in accordance with ASC 606 from its service-based contracts. reAlpha Nepal currently generates revenue exclusively from providing monthly technology support services to third parties. These arrangements include a single service-based performance obligation that is satisfied over time, as these third parties simultaneously receives and consumes the benefits of the services provided. Revenue is recognized over time in a manner that reflects the continuous transfer of services to the customer. Prevu is a digital real estate brokerage that provides licensed brokerage services to homebuyers and home sellers across multiple states through its online platform. Prevu’s revenue is primarily derived from brokerage commissions earned for services provided as both a buyer’s agent and a seller’s agent upon the successful completion of real estate transactions. In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when control of the brokerage services transfers to the customer, which occurs upon the closing of a transaction, at which point the Company has satisfied its performance obligations and is entitled to the commission. Prevu offers commission rebate programs, including its Smart Buyer™ rebate, under which a portion of the gross brokerage commission is rebated to the buyer at closing. The rebate amount is determined pursuant to contractual rebate agreements and is based on a defined calculation methodology that may vary by transaction, commission structure, service bundle, and market. As the rebate amount is determinable at the time of closing, revenue is recognized net of rebates when the related transaction closes. Such rebates are treated as variable consideration and recorded as a reduction of the transaction price in accordance with ASC 606. F- 11 Discontinued Operations A business is classified as discontinued when it meets the criteria in ASC 205-20, Presentation of Financial Statements - Discontinued Operations (“ASC 205”). Assets and liabilities of discontinued operations are presented separately in our consolidated balance sheets, and results are reported as a separate component of “consolidated net loss” in the consolidated statements of loss, for all periods presented. Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with the ASC 805, Business Combinations (“ASC 805”). The purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Fair value of the acquired assets and liabilities is measured in accordance with the guidance of ASC 820, Fair Value Measurements (“ASC 820”), using discounted cash flows and other applicable valuation techniques. To assist the Company in making these fair value determinations, the Company may engage third-party valuation specialists or internal specialists who generally assist the Company in the fair value determination of identifiable assets such as customer relationships, trademarks and any other significant asset or liabilities. Any acquisition-related costs incurred by the Company are expensed as incurred. Any excess purchase price over the fair value of the net identifiable assets acquired is recorded as goodwill if the definition of a business is met. Operating results of an acquired business are included in our results of operations from the date of acquisition. For software acquired in a business combination, capitalization occurs when its fair value is determined using the discounted cash flow (“DCF”) method, as per ASC 820. This fair value assessment involves significant inputs and assumptions, including projected cash flows, expected growth rates, discount rates, and other relevant market data. The Company exercises careful judgment in selecting these inputs, based on historical performance, market conditions, and the specific technological characteristics of the software, to ensure that the valuation accurately reflects its economic potential. Series A Convertible Preferred Stock Accounting for the Series A Convertible Preferred Stock requires an evaluation to determine if liability classification is required under ASC 480-10. Liability classification is required for freestanding financial instruments that are (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets, such as those that are mandatorily redeemable, (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities that do not meet the scoping criteria to be classified as a liability under ASC 480 are subject to redeemable equity guidance, which prescribes securities that may be subject to redemption upon an event not solely within the Company’s control to be classified as mezzanine equity. Securities classified in mezzanine equity are initially measured at the proceeds received, and excluding the fair value of bifurcated embedded derivatives, if any. Subsequent measurement of the carrying value of the Series A Convertible Preferred Stock is required as the instrument is probable of becoming redeemable. The Company accretes the Series A Convertible Preferred Stock to its redemption value. In certain circumstances, the redemption price may vary based on changes in stock price, in which case the Company will recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the then current maximum redemption value at the end of each reporting period. Derivative Liability The Company evaluates all of its financial instruments, including convertible notes and Series A convertible preferred stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company applies significant judgment to identify and evaluate complex terms and conditions in these contracts and agreements to determine whether embedded derivatives exist. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss at each reporting period end. Bifurcated embedded derivatives are classified as a separate asset or liability in the consolidated balance sheet. The Company’s derivative liability is related to the conversion features embedded in the Series A Convertible Preferred Stock. See Note 13 “Mezzanine Equity and Preferred Stock Embedded Derivative Liability ” for more information. F- 12 Fair Value Measurements The Company measures certain financial assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement. These inputs reflect management’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Financial instruments measured at fair value are classified within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The Company has certain liabilities that are measured at fair value on a recurring basis using Level 3 inputs, including the contingent consideration liability associated with business combinations and the derivative liability associated with the conversion features embedded in the Series A Convertible Preferred Stock. The derivative liability represents the embedded conversion feature in the Series A Convertible Preferred Stock and was initially measured at fair value upon issuance of the Series A Convertible Preferred Stock and is subsequently remeasured at each reporting period. These liabilities are remeasured at fair value at each reporting period, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. Significant changes in the unobservable inputs used in determining the fair value of these liabilities could result in significant changes to the fair value measurement. The valuation methodologies and significant assumptions used in determining the fair value of these Level 3 liabilities are described in Note 13 – Mezzanine Equity and Preferred Stock Embedded Derivative Liability and Note 15 – Contingent Consideration and Compensation. Except for the policies described above, there have been no significant changes to accounting policies during the three months ended March 31, 2024.Certain prior period amounts have been reclassified to conform to the current period presentation; such reclassifications had no impact on previously reported net loss. F- 13 Reclassification of prior period amounts Except for the policies described above, there have been no significant changes to accounting policies during the year ended December 31, 2025.Certain prior period amounts have been reclassified to conform to the current period presentation; such reclassifications had no impact on previously reported net loss. Recent Accounting Pronouncements Accounting Pronouncements Issued and Not yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation and depreciation. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures. In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASC 350-40, which amends the guidance related to the capitalization and disclosure of internal-use software development costs. The amendments modernize the guidance by removing references to software development “stages” and instead require entities to apply a judgment-based assessment focused on whether management has authorized and committed to funding the project and whether it is probable that the software will be completed and used as intended. The ASU also provides guidance for evaluating significant development uncertainty, aligns the accounting for website development costs with ASC 350-40, and requires capitalized software costs to be subject to the disclosure requirements in ASC 360. The guidance does not amend the accounting for software to be sold, leased, or marketed externally under ASC 985-20. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods, with early adoption permitted. Entities may apply the guidance prospectively, retrospectively, or using a modified prospective transition approach. The Company is currently evaluating the impact this update may have on its financial statements and related disclosures. The Company has not yet determined the impact of adoption, as it is not reasonably estimable at this time. Accounting Pronouncements Issued and Adopted In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company has adopted the disclosure requirements of this standard on its consolidated financial statements on a prospective basis. In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326) (“ASU 2025-05”), which introduces a practical expedient for all entities and an accounting policy election for certain entities related to estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The amendments, developed in coordination with the Private Company Council, address stakeholder concerns regarding the cost and complexity of applying the current expected credit loss model to such balances. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, including interim periods within those years, with early adoption permitted. The Company elected to early adopt ASU 2025-05 during the quarter ended September 30, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures. There have been no material changes to the Company’s significant accounting policies during the year ended December 31, 2025. F- 14 Note 3 - Going Concern During the year ended December 31, 2025, the Company incurred a net loss of approximately $ 17,590,392 and used cash in operating activities of approximately $ 11,262,577 . As of December 31, 2025, the Company had cash and cash equivalents of approximately $ 7,783,529 and has experienced recurring operating losses and negative operating cash flows. In accordance with ASC 205-40, Going Concern, management evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. The Company’s recurring losses, negative operating cash flows, limited cash resources relative to its projected cash requirements, and dependence on access to external financing raise substantial doubt about its ability to continue as a going concern. In addition, the Company has received a notice from The Nasdaq Stock Market LLC indicating non-compliance with the minimum bid-price requirement for continued listing on The Nasdaq Capital Market. Failure to regain compliance could result in the delisting of the Company’s common stock, which could adversely affect the liquidity of the Company’s securities and its ability to access capital markets. To address its liquidity needs, the Company intends to seek additional capital under its existing at-the-market equity offering agreement, through potential exercises of outstanding warrants, and through other debt or equity financing transactions. The Company also has stockholder authorization to effect a reverse stock split in order to support continued compliance with Nasdaq listing requirements and maintain access to capital markets. These plans are subject to market conditions, investor demand, and other factors outside the Company’s control, and there can be no assurance that such financing will be available on acceptable terms, in the amounts needed, or at all. As a result, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Note 4 - Income Taxes The Company generated a worldwide pre-tax loss of $ 17,590,392 and $ 26,076,609 and for the periods ended December 31, 2025 and December 31, 2024, respectively. Pre-Tax book income/(loss) has been recorded in the following jurisdictions: Tax Years Ended December 31, 2025 December 31, 2024 US $ ( 16,807,849 ) $ ( 6,891,977 ) Foreign ( 782,543 ) ( 844,997 ) From continuing operations ( 17,590,392 ) ( 7,736,974 ) From discontinued operations (US) - ( 18,339,635 ) Total pre-tax income/(loss) $ ( 17,590,392 ) $ ( 26,076,609 ) The Company recorded no federal, state, or foreign income tax expense for the period ended December 31, 2025. The Company recorded federal and state income tax expense for the period ended December 31, 2024 of ($ 29,699 ) and ($ 24,561 ), respectively. Tax Years Ended December 31, 2025 December 31, 2024 Current: Federal $ - $ ( 29,699 ) State - ( 24,561 ) Foreign - - - ( 54,260 ) Deferred: Federal - - State - - Foreign - - - - Income tax expense (benefit) for continuing operations - ( 54,260 ) Income tax expense (benefit) for discontinued operations - - Total $ - $ ( 54,260 ) F- 15 Effective January 1, 2025, the Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 740”), on a prospective basis in accordance with the standard’s transition guidance. As required under ASU 2023-09, the rate reconciliation for the current year is presented using the new prescribed categories and enhanced disaggregation to provide greater transparency into the factors affecting the Company’s effective tax rate for continuing operations. The following table presents the Company’s income tax rate reconciliation on continuing operations for the year ended December 31, 2025, prepared in accordance with the disclosure requirements of ASU 2023-09. Year Ended December 31, 2025 Amount Percent U.S. Federal Statutory Tax Rate $ ( 3,695,382 ) 21.00 % Foreign Tax Effects 163,363 - 0.93 % Changes in Valuation Allowances 2,879,844 - 16.37 % Nontaxable or Nondeductible Items Equity offering costs 605,895 - 3.44 % Other nontaxable or nondeductible items 37,924 - 0.22 % Other Adjustments 8,356 - 0.05 % Effective Tax Rate $ (0 ) 0.00 % As a result of the Company’s prospective adoption of ASU 740, the rate reconciliation table presented above for the year ended December 31, 2025 reflects the new prescribed categories and enhanced disaggregation required under the updated disclosure framework. In accordance with the transition guidance, the Company did not elect retrospective application; therefore, the comparative periods that follow are presented in the legacy ASC 740 format applicable to those historical periods. The Company continues to apply FASB ASC Topic 740, Income Taxes, in the computation and presentation of its income tax provision, and the enhanced ASU 740 disclosure requirements apply solely to the current year rate reconciliation. The following table presents the reconciliation of the income tax provision (benefit) for prior periods using the legacy ASC 740 disclosure format for continuing operations. Year Ended December 31, 2024 U.S. federal taxes at statutory rate ( 1,440,858 ) State tax ( 24,561 ) Regulation-A Costs 12,985 Stock registration expenses 257,066 Other permanent differences 5,280 Other ( 29,699 ) Change in valuation allowance 1,165,527 Total $ ( 54,260 ) F- 16 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: Tax Years Ended December 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss carryforwards $ 8,572,166 $ 5,309,474 Section 174 capitalization 343,947 430,891 Stock compensation 185,925 - Other deferred tax assets 2,365 - Gross deferred tax assets 9,104,403 5,740,365 Valuation allowance ( 8,132,421 ) ( 4,951,573 ) Net deferred tax assets $ 971,982 $ 788,792 Deferred tax liabilities Property and equipment ( 1,218 ) ( 1,468 ) Intangibles ( 970,764 ) ( 787,324 ) Gross deferred tax liabilities ( 971,982 ) ( 788,792 ) Net deferred tax liabilities ( 971,982 ) ( 788,792 ) Net deferred taxes $ - $ - Cash paid for incomes taxes (net of refunds) are as follows for the year ended December 31, 2025: Tax Year Ended December 31, 2025 U.S. Federal $ - U.S. State - Foreign India 10,248 Nepal 11,895 Total income taxes paid, net $ 22,143 The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The valuation allowance changed by $ 3.1 million, during the year ended December 31, 2025. F- 17 For the period ended December 31, 2025, reAlpha Tech Corp. has a total carryover of Federal Net Operating Losses (“NOLs”) of $ 36.2 million. The Company’s NOLs were generated after the rules of the Tax Cuts and Jobs Act (“TCJA”) became effective on January 1, 2018. The NOLs do not expire but are subject to the 80 % limitation. The Company has a State NOL carryover of $ 36.4 million. These NOLs are subject to various limitations and expiration dates. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and tax credits in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses and tax credits may be limited as prescribed under Internal Revenue Code Section 382 and 383 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses or tax credits that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50 % over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 rules and similar state provisions. In the event the Company has any changes in ownership, net operating losses and research and development credit carryovers could be limited and may expire unutilized. It is the Company’s policy to include penalties and interest expense in income tax expense. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2025. The Company’s major tax jurisdictions are the United States, India, Nepal and Singapore. All of the Company’s tax years will remain open for examination by the Federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development credit. The Company does not have any tax audits pending in the United States. The Inflation Reduction Act of 2022 was signed into law August 16, 2022, and includes significant legislation addressing taxes, inflation, climate change and renewable energy incentives, and healthcare. Key tax provisions include a 15 % corporate minimum tax, clean energy incentives, and a 1 % excise tax on stock buybacks. The Company does not expect the provisions of such legislation to have any impact on the effective tax rate of the Company but will continue to evaluate the tax effects should any provisions become applicable to the Company. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted as Public Law 119-21. The legislation implements several amendments to the Internal Revenue Code, including the permanent extension of 100 percent bonus depreciation for qualified property and research and development expenditures, as well as revisions to expensing rules applicable to certain structures. The Act also includes modifications affecting corporate tax administration, such as adjustments to the Employee Retention Credit (ERC), changes to Opportunity Zone related provisions, and the scheduled expiration or modification of certain business-related clean energy credits. The Company has evaluated the corporate income tax effects of the OBBBA in the period of enactment. In connection with the Act’s modifications to business expensing and R&D cost recovery, the Company has accelerated amortization for its domestic research and experimental expenditures pursuant to Section 174, consistent with the Act’s statutory framework governing the timing and characterization of such costs. The resulting adjustments have been reflected in the Company’s measurement of current and deferred income tax assets and liabilities. Based on its analysis, the Company determined that the enactment of the OBBBA did not have a material impact on its consolidated financial statements for the year ended December 31, 2025. The Company will continue to monitor regulatory and administrative guidance issued under the Act. F- 18 The Organization for Economic Co-operation and Development (the “OECD”) has issued various proposals that would change long-standing global tax principles. These proposals include a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a global minimum tax rate. On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15 %, to be effective as of January 2024. Other countries are also actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. The enactment of Pillar Two legislation is not anticipated to have a material adverse effect on the Company’s effective tax rate, financial position, results of operations, or cash flows. The Company will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate. The following table summarizes net operating loss carryforwards and the related valuation allowance as of December 31, 2025 and 2024. December 31, 2025 December 31, 2024 A. Valuation Allowance Increase 2,929,421 2,428,348 B. Federal NOL Carryforward 36,192,280 22,085,100 C. City of Dublin, OH NOL Carryforward, OH NOL Carryforward 21,913,264 14,232,690 D. State of Ohio NOL Carryforward - 18,753,731 E. City of Columbus, OH NOL Carryforward, OH NOL Carryforward 10,863,854 - F. Florida NOL Carryforward 3,672,507 - Note 5 - Business Combinations Acquisitions during the year ended December 31,2025 Acquisition of GTG Financial, Inc. On February 20, 2025, we entered into a Stock Purchase Agreement (the “GTG Purchase Agreement”) with GTG Financial and Glenn Groves, an individual (the “Seller”), pursuant to which the Company acquired from the Seller 100 % of the issued and outstanding shares of common stock of GTG (the “Acquired Shares”), a mortgage brokerage company, the closing of which transaction (the “Closing” and the date of the Closing, the “GTG Closing Date”) took place simultaneously with the execution of the GTG Purchase Agreement. Pursuant to and subject to the terms and conditions of the GTG Purchase Agreement, the Company agreed to pay to the Seller an aggregate purchase price of up to $ 4,200,000 for the Acquired Shares, subject to the adjustments described below, consisting of: (i) $ 281,250 (the “Preferred Consideration”) in 14,063 shares of Series A Preferred Stock (as defined below) (the “Preferred Shares”), each of which is convertible into shares of our common stock at a conversion price of $ 20 per share of Series A Preferred Stock (the “Conversion Shares”), in accordance with the terms and conditions of and subject to the adjustments set forth in the Certificate of Designation; (ii) $ 1,287,000 in 700,055 restricted shares of Common Stock (the “Company Shares”), at a price per share of $ 1.84 calculated based on the volume weighted average price of the Common Stock as reported on the Nasdaq Capital Market (the “VWAP”) for the 7 calendar days immediately prior to the GTG Closing Date and payable to the Seller within 90 days from the GTG Closing Date; (iii) $ 1,344,750 payable in cash (the “Cash Portion”) to the Seller as follows: (A) 30 % of the Cash Portion payable on the 120-day anniversary of the GTG Closing Date, (B) 30 % of the Cash Portion payable on the 150-day anniversary of the GTG Closing Date and (C) 40 % of the Cash Portion payable on the 180-day anniversary of the GTG Closing Date; and (iv) up to an aggregate of $ 1,287,000 in potential earn-out payments, payable in three tranches of up to $ 429,000 in cash or restricted shares of Common Stock (the “Earn-Out Shares”), at the Company’s sole discretion and subject to the adjustments described below, each of which is calculated based on a formula set forth in the GTG Purchase Agreement and subject to the achievement of certain financial metrics by GTG for three successive measurement periods of 12 months, with the first measurement period ending 12 months following the 1st of the month after the GTG Closing Date (collectively, the “GTG Earn-Out Payments,” and each, an “GTG Earn-Out Payment”). Specifically, each GTG Earn-Out Payment will be payable in full if GTG achieves certain revenue and EBITDA thresholds for each of the measurement periods, each of which is payable within 120 days after the end of a measurement period. If GTG does not meet the revenue and EBITDA threshold for a measurement period, a pro-rated amount of the GTG Earn-Out Payment for such measurement period will be paid to GTG based on the actual revenue and EBITDA achieved in accordance with the formula set forth in the GTG Purchase Agreement. Further, if GTG exceeds the revenue and EBITDA thresholds for any measurement period, the GTG Earn-Out Payment for such measurement period will not be capped and will be increased accordingly based on the formula set forth in the GTG Purchase Agreement. F- 19 The table below represents the preliminary purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date. Purchase price allocation Measurement Period Adjustment Purchase price allocation Cash $ 349,529 - $ 349,529 Intangible assets 716 - 716 Goodwill 2,799,523 ( 841,676 ) 1,957,847 Other current liabilities ( 233,096 ) - ( 233,096 ) Net assets acquired $ 2,916,672 ( 841,676 ) $ 2,074,996 As part of the acquisition completed on February 20, 2025, the Company recorded the deferred cash consideration of $ 1,344,750 at its present value in accordance with ASC 805, Business Combinations (“ASC 805”). The present value was calculated using the Company’s estimated cost of capital and is classified as a Level 3 liability within the fair value hierarchy. Rescission of GTG Financial Acquisition On the Rescission Date, GTG Financial exercised its right to rescind the Securities Purchase Agreement originally executed on February 20, 2025. As part of the rescission, the shares of the Company’s series A convertible preferred stock (the “Series A Preferred Stock”) and common stock previously issued were returned and cancelled, and all obligations, such as the deferred cash, and contingent consideration, were extinguished. In accordance with ASC 810 Consolidation (“ASC 810”), the Company recognized gain on deconsolidation of $ 94,071 in the unaudited condensed consolidated statement of operations and comprehensive loss. The gain represents the difference between the carrying amounts of GTG Financial’s net assets derecognized and the carrying amounts of the consideration cancelled. No market transaction occurred at the Rescission Date. Accordingly, amounts were measured at carrying value. In accordance with ASC 810, the rescission was accounted for as a deconsolidation, with GTG Financial’s assets, liabilities, equity balances, and results of operations removed from the Company’s unaudited financial statements as of the Rescission Date. No remeasurement was required, as the Company did not retain any equity interest or other investment in GTG Financial following the rescission. As the rescission involved the cancellation of shares and extinguishment of obligations without a market transaction, all amounts were measured at their carrying values. The transaction was not conducted with a related party, and GTG Financial is not considered a related party after the rescission. Acquisition of Prevu, Inc. On November 21, 2025 (the “Closing Date”), the Company completed the acquisition of Prevu, Inc. (“Prevu”), a Delaware corporation, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, reAlpha Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Prevu, and the stockholder representative. In accordance with the Merger Agreement, Merger Sub merged with and into Prevu, with Prevu surviving as a wholly owned subsidiary of the Company (the “Merger”). The transaction was accounted for as a business combination under ASC 805, with the Company identified as the accounting acquirer. F- 20 Pursuant to the terms of the Merger Agreement and related transition arrangements, the Company paid total purchase consideration of $ 4,500,000 . The consideration consisted of (i) $ 750,000 in cash paid at closing, net of applicable withholding taxes, (ii) approximately $ 1,250,000 in shares of the Company’s common stock issued at closing and valued based on the arithmetic average of the closing price of the Company’s common stock for the ten consecutive trading days ending on and including the trading day that is two trading days prior to the execution of the Merger Agreement which was $ 0.4998 , (iii) $ 2,500,000 in deferred payments payable in four equal tranches over an 18-month period following the Closing Date, payable, at the Company’s election, in cash or shares of the Company’s common stock based on the volume-weighted average price of the Company’s common stock at the time of issuance, and (iv) transition and severance consideration payable to a former executive of Prevu, consisting of cash and equity awards, which was accounted for as part of the purchase consideration in accordance with ASC 805. We estimated fair values on the acquisition date, for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the Prevu acquisition subject to measurement period adjustments. We obtained a purchase price allocation report from a consulting firm to assist in finalizing the fair value of assets acquired and liabilities assumed. The table below represents the preliminary purchase price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date. Preliminary Purchase Price Allocation Other assets $ 31,325 Intangible assets 1,474,241 Goodwill 3,250,864 Other current liabilities ( 29,243 ) Net assets acquired $ 4,727,187 The determination of the fair value for the acquired business employed the income approach, specifically the discounted cash flow (“DCF”) method. This method involves assessing the present value of anticipated future cash flows from the acquired business. These cash flows are discounted at the weighted average cost of capital (“WACC”), which represents the necessary return on the combined entity’s equity and debt. The WACC is weighted by the respective proportions of equity and debt in the overall capital structure. Purchase Price Allocation The acquisition was accounted for as a business combination in accordance with ASC 805. The purchase price allocation above was allocated to the tangible and intangible assets acquired and liabilities assumed based on management estimated fair values as of the acquisition date. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Trademarks and trade names fair value was determined using the relief from royalty method. For the fair valuation of developed technology, the relief from royalty method was applied. The estimation of the economic useful life of these assets took into account factors outlined in ASC 350. Assembled workforce is not recognized separately from goodwill, as it lacks separability and contractual nature. F- 21 The preliminary purchase price allocation includes $ 1,474,241 of acquired identifiable intangible assets, all of which have finite lives. The intangible assets are being amortized over their estimated useful lives on a straight-line basis. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the acquisition of Prevu. Estimated Useful Life (in years) Gross Value Amortization Net Book Value Definite Lived Intangible Assets: Developed technology 10 $ 842,423 $ 9,232 $ 833,191 Trademarks and trade names 10 631,818 6,924 624,894 Balance, December 31, 2025 $ 1,474,241 $ 16,156 $ 1,458,085 We estimate amortization expense for the next five years and beyond will be as follows: Years Ending December 31: Amount 2026 $ 147,424 2027 147,424 2028 147,424 2029 147,424 2030 147,424 Thereafter 720,965 Total $ 1,458,085 Pro-Forma Information (Unaudited) The unaudited pro forma information for the periods presented below gives effect to (i) the acquisitions of Prevu, reAlpha Mortgage, AiChat, and reAlpha Nepal as if such acquisitions had occurred on January 1, 2024, the beginning of the earliest period presented, and (ii) the acquisition of Prevu as if it had occurred on January 1, 2025. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had these acquisitions been consummated on those dates. The unaudited pro forma financial information does not reflect potential cost savings, operating synergies, or integration costs that may result from the acquisitions. Year ended December 31, 2025 2024 (unaudited) (unaudited) Revenue As reported $ 4,518,498 $ 948,420 Pro forma 5,955,849 5,879,751 Net Income As reported $ ( 17,590,392 ) $ ( 26,022,349 ) Pro forma ( 17,741,065 ) ( 26,998,808 ) Acquisitions during the year ended December 31,2024 Acquisition of Naamche Inc. and Naamche Inc. Pvt Ltd. In May 2024, the Company acquired all outstanding equity interests of Naamche Inc. and Naamche Inc. Pvt Ltd. (collectively, “Naamche”), entities engaged in the development of artificial intelligence technologies. The total purchase consideration was $ 0.12 million, of which $ 0.05 million was paid in cash. The Company recorded goodwill of approximately $ 0.09 million, primarily attributable to expected synergies and future growth opportunities. The Company also recorded intangible assets of approximately $ 0.02 million, consisting of trademarks and trade names with a useful life of five years and customer relationships with a useful life of six years . Acquisition of AiChat Pte. Ltd. In July 2024, the Company acquired AiChat Pte. Ltd. (“AiChat”), an AI-powered conversational customer experience solutions provider. The total purchase consideration was approximately $ 1.14 million, of which no cash consideration was paid. The Company recorded goodwill of approximately $ 1.70 million, primarily attributable to expected synergies and the assembled workforce. The Company also recorded intangible assets of approximately $ 1.13 million, consisting of developed technology with a useful life of five years , trademarks and trade names with a useful life of nine years , and customer relationships with a useful life of ten years . F- 22 Acquisition of Debt Does Deals, LLC (d/b/a Be My Neighbor) In September 2024, the Company acquired 100 % of the membership interests of Debt Does Deals, LLC, doing business as Be My Neighbor (“BMN”), a Texas-based mortgage brokerage company. The total purchase consideration was approximately $ 6.00 million, of which $ 1.5 million was paid in cash. The Company recorded goodwill of approximately $ 2.38 million, primarily attributable to expected synergies and expanded market opportunities. The Company also recorded intangible assets of approximately $ 1.43 million, consisting of trademarks and trade names with a useful life of fifteen years. Acquisition of Hyperfast Title, LLC In July 2024, the Company acquired 85 % of the membership interests of Hyperfast Title LLC (“Hyperfast”), a Florida-based title insurance provider. The total purchase consideration was $ 0.02 million, all of which was paid in cash. The Company recorded goodwill of approximately $ 0.02 million, primarily attributable to expected operational synergies and expanded market opportunities. No significant identifiable intangible assets were recognized as part of the acquisition. Note 6 - Property and equipment, net 1. Property and equipment, net consisted of the following as of December 31, 2025. Accumulated Cost Depreciation Book Value Computer $ 143,584 ( 98,018 ) $ 45,566 Furniture and fixtures 28,438 ( 9,378 ) 19,060 Total investment in property & equipment $ 172,022 $ ( 107,396 ) $ 64,626 2. Property and equipment, net consisted of the following as of December 31, 2024. Accumulated Book Cost Depreciation Value Computer $ 69,269 ( 50,648 ) $ 18,621 Furniture and fixtures 53,021 ( 24,380 ) 28,641 Vehicles 73,969 ( 18,593 ) 55,376 Total investment in property & equipment $ 196,259 $ ( 93,621 ) $ 102,638 The Company recorded depreciation expense of $ 28,050 for the year ended December 31, 2025, and $ 24,891 for the year ended 2024. Note 7 - Capitalized Software Development Costs, Work In Progress The Company adheres to ASC 350-40 for the capitalization of software development costs. During the year ended December 31, 2025, the Company impaired the carrying amount of capitalized software due to the discontinuation of further development and the software becoming obsolete. The Company recognized impairment of $ 105,900 and $ 202,968 for the years ended December 31, 2025, and 2024, respectively. Note 8 - Goodwill and Intangible Assets Goodwill and intangible assets are primarily the result of business acquisitions. Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level at least annually, as of December 31, or more frequently when events occur and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. F- 23 Changes in the carrying amount of goodwill during the year ended December 31, 2025, were as follows: Technology Services Homebuying Services Total Balance at January 1, 2025 $ 1,798,892 $ 2,412,274 $ 4,211,166 Goodwill impairment - - - Goodwill acquired - 6,050,387 6,050,387 Goodwill measurement period adjustment (1) - ( 838,771 ) ( 838,771 ) Goodwill derecognized due to rescission (2) - ( 1,963,657 ) ( 1,963,657 ) Balance at December 31, 2025 $ 1,798,892 $ 5,660,233 $ 7,459,125 (1) The goodwill measurement period adjustment includes (i) a reduction of $ 835,866 related to the GTG Financial acquisition primarily due to the finalizing of the equity issuance valuation, and (ii) a reduction of $ 2,905 related to the reAlpha Mortgage acquisition resulting from updated purchase price allocation estimates. (2) $ 1,963,657 goodwill initially recognized in connection with the acquisition of GTG Financial was fully cancelled on the Rescission Date. As a result, no goodwill related to GTG Financial remains on the Company’s audited consolidated balance sheet. ( See “Note 5 – Business Combinations” for further information.) The components of intangible assets as of December 31, 2025, all of which are finite lived, are as follows: December 31, 2025 December 31, 2024 Gross value Amortization Net value Gross value Amortization Net value Definite-life Intangibles: Developed technology $ 2,444,960 ( 371,457 ) $ 2,073,503 $ 2,131,129 ( 590,619 ) $ 1,540,510 Trademarks and trade names 2,301,100 ( 134,447 ) 2,166,653 1,748,501 ( 71,333 ) 1,677,168 Customer relationships 75,613 ( 9,216 ) 66,397 106,615 ( 38,887 ) 67,728 Total $ 4,821,673 $ ( 515,120 ) $ 4,306,553 $ 3,986,245 $ ( 700,839 ) $ 3,285,406 During the year ended December 31, 2025, the Company recorded an impairment loss of $ 114,116 related to its developed technology intangible asset associated with GENA, an artificial intelligence platform, which became obsolete based on management’s assessment of its recoverability. The impairment loss is included in “Impairment of capitalized software” in the consolidated statements of operations. The Company recorded amortization expenses of $ 515,120 and $ 441,800 for the year ended December 31, 2025, and year ended December 31, 2024, respectively The following table outlines the estimated future amortization expense related to intangible assets held as of December 31, 2025: Years Ending December 31: Amount 2026 631,302 2027 631,302 2028 631,706 2029 481,942 2030 280,545 Thereafter 1,649,756 Total $ 4,306,553 F- 24 In accordance with Accounting Standard Codification (“ASC”) 350, Intangibles—Goodwill and Other (“ASC 350”), the Company is required to evaluate goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that the fair value of a reporting unit may be less than its carrying amount. ASC 350 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that goodwill is impaired; however, an entity may elect to bypass the qualitative assessment and proceed directly to a quantitative impairment test. For the year ended December 31, 2025, the Company elected to forego the qualitative assessment and performed a quantitative goodwill impairment test in accordance with ASC 350-20. The quantitative impairment test was performed using an income approach to estimate the fair value of each reporting unit. Under this approach, fair value was derived based on projected operating performance, with the terminal value estimated using a perpetual growth rate. Discounting was performed using each reporting unit’s weighted average cost of capital, which reflects the relative weighting of equity and debt financing and the risks associated with the reporting unit’s operations. Key assumptions used in the impairment analysis included projected revenue growth, expected operating margins, terminal value assumptions derived using a perpetual growth rate, and discount rate inputs used in the determination of the weighted average cost of capital, including risk-free interest rates, equity risk premiums, beta, liquidity premiums, and credit risk considerations. Based on the results of the quantitative impairment analysis, the estimated fair values of the Company’s reporting units, including reAlpha Nepal, AiChat, and reAlpha Mortgage, exceeded their respective carrying amounts as of December 31, 2025. Accordingly, no goodwill impairment was recorded for the year ended December 31, 2025. Note 9 - Notes Payable On June 9, 2025, the Company received a redemption notice from Streeterville for a redemption payment in the amount of $ 300,000 . The Company and Streeterville agreed that the Company would satisfy the redemption in shares of its common stock in lieu of cash. Pursuant to an Exchange Agreement, the Company issued 747,607 shares of common stock at an effective price of $ 0.4013 per share in exchange for a partitioned secured promissory note in the original principal amount of $ 300,000 , and the outstanding balance of the original Note was reduced accordingly. On July 2, 2025, the Company received a redemption notice from Streeterville Capital, LLC (“Streeterville”) for $ 350,000 under the secured promissory note issued to Streeterville (the “Note”). The Company entered into an Exchange Agreement with Streeterville and satisfied the redemption by issuing 520,049 shares of common stock at an effective price of $ 0.2761 per share in lieu of cash. In connection therewith, the parties agreed to (i) partition a new secured promissory note in the principal amount of $ 350,000 (the “Partitioned Note”) and reduce the outstanding balance of the original Note by the same amount, and (ii) exchange the Partitioned Note for shares of common stock (the “Exchange”). On July 23, 2025, the Company fully repaid and extinguished the remaining balance of the Note, which had an initial principal amount of $ 5,455,000 . The total repayment was approximately $ 4,466,202 , including a 9 % prepayment penalty of $ 368,769 , and was funded using cash on hand and proceeds from the Company’s July 2025 equity offerings. In connection with the repayment, $ 402,432 of accrued interest was settled and the remaining unamortized debt issuance costs of $ 121,875 and original issue discount of $ 181,247 were fully amortized The Company recognized a loss on debt extinguishment of approximately $ 438,834 , which is included in other expense in the consolidated statements of operations. As of December 31, 2025, no amounts remained outstanding under the Note or the Note Purchase Agreement. Note 10 - Related Party Transactions a. Summary of Short-Term Loans - Related Parties During the year ended December 31, 2025, AiChat borrowed an aggregate of $ 155,481 under SEA’s financing arrangement. Average Interest Rate as of December 31, 2025 December 31, 2025 December 31, 2024 Term Loan Facility 12.07 % $ 96,997 $ 277,307 Less: Interest Reserve ( 10,412 ) ( 15,321 ) Total Debt $ 86,585 $ 261,986 F- 25 b. Summary of Other Long-Term Loans - Related Parties Maturity Year Average Interest Rate as of December 31, 2025 December 31, 2025 December 31, 2024 Term Loan Facility 2026 6.9 % $ - $ 54,881 Less: Interest Reserve - ( 9,829 ) $ - $ 45,052 Note 11 - Loans - Unrelated parties Short-term loans primarily consist of multiple term loan facilities obtained by AiChat, a subsidiary of the Company, carrying an average interest rate of approximately 8.9 % as of December 31, 2025. These facilities were entered into to support AiChat’s operating and working capital requirements. In addition, short-term loans previously included a separate facility utilized by the Company to finance premiums related to directors’ and officers’ insurance coverage. As of December 31, 2025, short-term loans to unrelated parties consisted of term loan facilities with an aggregate outstanding balance of $ 219,990 , net of an interest reserve of $ 10,389 , resulting in total short-term debt of $ 209,601 . As of December 31, 2024, short-term loans to unrelated parties totaled $ 519,153 , net of an interest reserve of $ 20,354 . a. Short-term loan balances as of December 31, 2025, and December 31, 2024, are summarized as follows Average Interest Rate as of December 31, 2025 December 31, 2025 December 31, 2024 Term Loan Facility 8.90 % $ 219,990 $ 388,819 D&O Insurance - 150,688 Less: Interest Reserve ( 10,389 ) ( 20,354 ) Total Debt $ 209,601 $ 519,153 b. Summary of Long-Term Loans - Unrelated Parties AiChat has obtained multiple long-term loans from external lenders to support general operating needs. As of December 31, 2025, these loans bore an average interest rate of approximately 6.5 % and had contractual maturities ranging from 2024 through 2028. F- 26 As of December 31, 2025, long-term loans to unrelated parties consisted of term loan facilities with an aggregate outstanding balance of $ 93,997 , net of an interest reserve of $ 5,586 , resulting in total long-term debt of $ 88,411 . As of December 31, 2024, long-term loans to unrelated parties totaled $ 241,121 , net of an interest reserve of $ 17,933 , and included a vehicle loan with a maturity date of 2029, which was repaid during 2025. Long-term loan balances as of December 31, 2025, and December 31, 2024, are summarized as follows Maturity Year Average Interest Rate as of December 31, 2025 December 31, 2025 December 31, 2024 Term Loan Facility 2024 - 2028 6.5 % $ 93,997 $ 210,866 Vehicle Loan 2029 11 % - 48,188 Less: Interest Reserve ( 5,586 ) ( 17,933 ) $ 88,411 $ 241,121 Note 12 - Deferred Liabilities Deferred liabilities primarily consist of deferred consideration arising from the Company’s business combinations Deferred consideration represents obligations payable in connection with the Company’s acquisitions. Deferred consideration related to the acquisition of GTG Financial was cancelled on the rescission date as part of the rescission of the GTG Financial acquisition (see Note 5–Business Combinations–Rescission of GTG Financial Acquisition for additional information). In connection with the acquisition of Prevu on November 21, 2025, a portion of the purchase consideration is payable on a deferred basis pursuant to the terms of the merger agreement. As of December 31, 2025, approximately $ 1,785,850 of the Company’s deferred liabilities represents current deferred consideration related to the Prevu acquisition, and approximately $ 561,740 represents the non-current portion of such deferred consideration, which is included within other long-term liabilities in the consolidated balance sheet. The deferred consideration represents fixed payments that are payable in cash and/or shares of the Company’s common stock at the Company’s election. The deferred consideration was recorded at fair value as of the acquisition date in accordance with ASC 805, and is not subject to subsequent remeasurement, as the payments are fixed and not contingent on future performance. Note 13 - Mezzanine Equity and Preferred Stock Embedded Derivative Liability On March 7, 2025, the Company entered into a media-for-equity transaction with Mercurius Media Capital LP (“MMC”) pursuant to which the Company issued 250,000 shares of its Series A Convertible Preferred Stock, $ 0.001 par value (the “Series A Preferred Stock”), at a stated value of $ 20 per share, for an aggregate stated value of $ 5,000,000 . In exchange, the Company received $ 5,000,000 of marketing credits, which were recorded as a prepaid media asset and are amortized to marketing expense as the credits are utilized. The Series A Preferred Stock carries a 3.0 % annual preferred dividend on its $ 20.00 stated value, accruing daily on a non-compounding basis. Dividends are payable annually and are due 60 calendar days after the close of each December 31 dividend period. At the Company’s sole discretion, dividends may be paid in cash or in additional shares of Series A Preferred Stock. The Series A Preferred Stock is convertible into shares of the Company’s common stock at the holder’s option and will automatically convert after three years from the date of issuance. The governing agreements also include a shortfall settlement provision pursuant to which, upon conversion, if the value of the shares of common stock issuable upon conversion is less than the stated value (plus accrued dividends), the Company may be required to settle such shortfall in cash or by issuing additional shares of common stock. Under the guidance in ASC 480, which provides guidance on the classification and measurement of redeemable equity instruments, equity instruments that are redeemable for cash or other assets upon the occurrence of events not solely within the control of the issuer are required to be classified outside of permanent equity as temporary equity (mezzanine equity). F- 27 The Company evaluated the terms of the Series A Preferred Stock and determined that while the instrument is not mandatorily redeemable at a fixed date or at the option of the holder, the governing agreements include provisions related to fundamental transactions, such as a change in control, merger, or sale of substantially all of the Company’s assets. Upon the occurrence of such events, the holders of the Series A Preferred Stock are entitled to receive the same form and amount of consideration as common shareholders upon conversion and benefit from a liquidation preference senior to common stock. Because these events are not solely within the control of the Company, the Series A Preferred Stock meets the criteria for classification as temporary equity in accordance with ASC 480. In accordance with ASC Topic 815, Derivatives and Hedging, the shortfall settlement provision was determined to be a freestanding derivative instrument and was accounted for separately as a derivative liability. At issuance, the Company allocated the $ 5,000,000 fair value of the instrument between the derivative liability and the mezzanine equity component based on their relative fair values. The fair value of the derivative liability was determined using an option pricing model that incorporated assumptions regarding the Company’s stock price, expected volatility, risk-free interest rate, expected term, and dividend yield. The derivative liability was initially recorded at $ 4,102,500 , and the residual amount of $ 897,500 was recorded as Series A Preferred Stock within mezzanine equity. The derivative liability is measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statement of operations and comprehensive loss. As of December 31, 2025, the fair value of the derivative liability was $ 4,574,980 . As of December 31, 2025, the carrying value of the Series A Preferred Stock classified in mezzanine equity was $ 1,020,377 , which includes the initial allocation and accrued dividends. During the year ended December 31, 2025, the Company accrued dividends of $ 122,877 , which increased the carrying value of the Series A Preferred Stock. During the year ended December 31, 2025, the Company recognized marketing expense of $ 4,406,571 related to the utilization of the prepaid marketing credits. As of December 31, 2025, the Company estimated the fair value of the derivative liability using the Black-Scholes option pricing model with the following key assumptions: Inputs MMC Common stock price as of December 31, 2025 $ 0.42 Risk-free interest rate 3.73 % Expected volatility 242 % Dividend yield 3 % Expected term (years) 2.18 During the year ended December 31, 2025, the Company recognized a net increase in the fair value of the derivative liability of approximately $ 456,325 . In connection with the rescission of the GTG Financial acquisition, the stock purchase agreement was rescinded and the related Series A Preferred Stock issued in connection with that transaction was terminated in accordance with applicable accounting guidance. For additional information, see Note 5 – Business Combinations. Note 14 - Stockholders’ Equity The total number of shares of capital stock that the Company has the 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; and (ii) 5,000,000 shares of preferred stock, having a par value of $ 0.001 per share, of which 1,000,000 shares have been designated as Series A Preferred Stock. As of December 31, 2025, there were 131,740,675 shares of common stock and 250,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2025. As of December 31, 2024, there were 45,864,503 shares of common stock and 0 shares of preferred stock issued and outstanding. Stock Based Compensation Equity Incentive Plan We maintain the reAlpha Tech Corp. 2022 Equity Incentive Plan (as amended and as may be further amended from time to time, the “2022 Plan”), under which we may grant awards to employees, officers, directors, and certain other service providers. The Compensation Committee of the Board administers the 2022 Plan. Pursuant to the evergreen provision of the 2022 Plan, the number of shares authorized for issuance under the 2022 Plan increases automatically on an annual basis. As a result of such increases, which commenced on October 15, 2025, the aggregate number of shares of common stock authorized for issuance under the 2022 Plan was 15,957,189 shares as of December 31, 2025. F- 28 In addition, during the year ended December 31, 2025, the Company issued 193,453 shares of common stock to employees, with an aggregate fair value of approximately $ 105,406 at the time of issuance. As of December 31, 2025, 4,791,602 restricted stock units (“RSUs”) were outstanding, 412,492 shares of common stock had been issued under the 2022 Plan, and 10,753,095 shares remained available for future issuance. Ending balances for the 2022 Plan as of December 31, 2025 and December 31, 2024, are as follows: Description Number of Shares Balance as of December 31, 2024 3,780,961 Increase in shares authorized under the 2022 Plan 11,957,189 Restricted stock units granted ( 4,791,602 ) Common stock issued ( 193,453 ) Balance as of December 31, 2025 10,753,095 Stock-based compensation expense for the year ended December 31, 2025 and December 31, 2024 was $ 859,950 and $ 207,453 , respectively. Short-Term Incentive Plan On February 4, 2025, the Compensation Committee approved the Company’s 2025 Short-Term Incentive Plan (“STIP”), providing for quarterly awards of performance-based RSUs under the 2022 Plan. The STIP is designed to reward executive officers and key employees based on the achievement of quarterly performance targets tied to organic revenue, brokerage transactions, and the quality of acquisitions completed during such quarter. Restricted Stock Units The Company measures compensation cost for all stock-based awards granted to employees, directors, and certain other service providers based on the grant-date fair value of the awards in accordance with ASC Topic 718, Compensation—Stock Compensation. The fair value of the RSUS granted is based on the closing market price of the Company’s common stock on the date of grant. The Company recognizes stock-based compensation expense for awards with graded vesting features on a straight-line basis over the requisite service period for each separately vesting portion of the award, treating each vesting tranche as a separate award, which results in a front-loaded expense recognition pattern consistent with the vesting terms. During the year ended December 31, 2025, the Company granted an aggregate of 4,941,602 RSUs under the 2022 Equity Incentive Plan to executive officers and certain employees. During the year, 150,000 RSUs were forfeited in connection with employee terminations. The RSUs are subject to time-based vesting, with one hundred percent vesting over periods ranging from two to four years from the respective grant dates, subject to continued service and other customary terms and conditions. Summary of RSU activity for the year ended December 31, 2025, follows: Number of RSUs Weighted Average Grant Price Balance as on December 31, 2024 - - RSUs granted 4,941,602 0.65 RSUs forfeited ( 150,000 ) 0.65 Balance as on December 31, 2025 4,791,602 0.65 F- 29 As of December 31, 2025, a total of 4,791,602 RSUs remained outstanding, and none of the RSUs had vested. The RSUs were excluded from diluted earnings per share for the year ended December 31, 2025, as their inclusion would have been anti-dilutive under ASC 260. Subsequently on January 30, 2026, the Company granted an aggregate of 3,006,233 RSUs and issued 86,871 shares of common stock to certain employees and executives pursuant to the 2022 Plan for the fiscal quarter ended December 31, 2025. The RSUs are subject to the terms and conditions of the 2022 Plan and the applicable award agreements, including vesting provisions. Warrants During the years ended December 31, 2025, and 2024, the Company issued warrants to purchase shares of its common stock in connection with financing transactions, warrant inducement transactions, public offerings, registered direct offerings, and private placements. The warrants generally have fixed exercise prices, are exercisable upon issuance or following stockholder approval, as applicable, and have contractual terms ranging from two to five years from their respective issuance dates. The warrants issued to GEM Yield Bahamas Limited (“GYBL”) in October 2023 (the “GEM Warrants”) in connection with that certain Share Purchase Agreement, dated as of December 1, 2022 (the “GEM Agreement”), by and among us, GYBL, and GEM Global Yield LLC SCS (“GEM Yield”, and together with GYBL, “GEM”), remain classified as equity instruments. The Company is currently involved in litigation regarding the enforceability and adjustment provisions of the GEM Warrants. As of December 31, 2025, no reclassification or adjustment to the exercise price of the GEM Warrants has been made. On April 6, 2025, in connection with the Company’s warrant inducement transaction, the Company entered into inducement letter agreements with certain holders of its existing warrants dated November 21, 2023 (the “Follow-On Warrants”), under which those holders agreed to exercise their warrants for cash at a reduced exercise price of $ 0.75 per share. In exchange, the Company agreed to issue warrants (the “New Warrants”) to purchase 8,437,502 shares of common stock (the “New Warrant Shares”). The issuance of the New Warrant Shares was subject to stockholder approval thereof, and such stockholder approval was obtained. The warrant inducement transaction closed on April 8, 2025 and resulted in the issuance of 4,218,751 shares of common stock and gross proceeds of approximately $ 3.1 million. In addition, the Company reduced the exercise price of Follow-On Warrants held by non-participating holders from $ 1.44 to $ 0.75 for the remainder of such warrants’ term. The Company accounted for the warrant inducement transaction in accordance with ASC 815. Under this guidance, the warrant inducement transaction was treated as a modification of equity-classified instruments, and the excess fair value of the New Warrants issued, amounting to $ 515,307 , was charged to additional paid-in capital as an equity issuance cost. 4,218,751 Follow-On Warrants and 7,521,668 New Warrants issued were exercised during the year ended December 31, 2025, resulting in net proceeds to us of $ 2,934,911 and $ 5,641,251 , respectively. As of December 31, 2025, 4,114,582 Follow-On Warrants and 915,834 New Warrants remained outstanding. On July 18, 2025, the Company completed a best efforts public offering (the “2025 Public Offering”) of an aggregate of (i) 13,333,334 shares of our common stock (the “July 2025 Shares”), (ii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase up to an aggregate of 13,333,334 shares of common stock (the “Series A-1 Warrant Shares”) and (iii) Series A-2 warrants (the “Series A-2 Warrants,” and together with the Series A-1 Warrants, the “July 2025 Warrants”) to purchase up to an aggregate of 13,333,334 shares of common stock (the “Series A-2 Warrant Shares,” and together with the Series A-1 Warrant Shares, the “July 2025 Warrant Shares”). Each of the July 2025 Shares was sold together with one Series A-1 Warrant to purchase one share of common stock and one Series A-2 Warrant to purchase one share of common stock. The July 2025 Warrants became exercisable on October 8, 2025 and the Series A-1 Warrants and Series A-2 Warrants expire on October 8, 2030 and October 8, 2027, respectively. F- 30 The combined public offering price for each of the July 2025 Shares and accompanying July 2025 Warrants was $ 0.15 and each July 2025 Warrant has an exercise price of $ 0.15 per share. The offering generated gross proceeds of approximately $ 2.0 million and net proceeds of approximately $ 1.56 million, after deducting placement agent fees and other offering-related expenses. During the year ended December 31, 2025, holders exercised 11,220,141 Series A-1 Warrants and 12,831,253 Series A-2 Warrants, generating net proceeds of $ 3,607,710 . Following these exercises, 2,113,193 Series A-1 Warrants and 502,081 Series A-2 Warrants remained outstanding as of December 31, 2025. In connection with the 2025 Public Offering, the Company also issued warrants (the “Placement Agent Warrants”) to the placement agent, Wainwright, or its designees, to purchase up to 666,667 shares of common stock, representing 5.0 % of the shares sold in the offering. The Placement Agent Warrants have an exercise price of $ 0.1875 per share and became exercisable on the Stockholder Approval Date for the issuance of the shares underlying the Placement Agent Warrants was received and became effective. The Placement Agent Warrants will expire five years from the commencement of sales in such offering. During the year ended December 31, 2025, holders exercised 354,167 of the Placement Agent Warrants, generating net proceeds of $ 66,406 . As of December 31, 2025, 312,500 Placement Agent Warrants remained outstanding. On July 22, 2025, the Company completed a registered direct offering (the “Registered Offering”) of 14,285,718 shares of its common stock (the “RDO Shares”) and a concurrent private placement (the “Private Placement”) of unregistered common stock warrants (the “Private Placement Warrants”) exercisable into an equal number of shares of common stock with an exercise price of $ 0.35 per share. The Private Placement Warrants are immediately exercisable upon issuance and expire on September 12, 2030. The Registered Offering and concurrent Private Placement raised gross proceeds of approximately $ 5.0 million and net proceeds of approximately $ 4.5 million, after deducting placement agent fees and offering-related expenses. During the year ended December 31, 2025, holders exercised 13,133,812 of the Private Placement Warrants, generating net proceeds of $ 4,596,834 . As of December 31, 2025, 1,151,906 Private Placement Warrants remained outstanding. In connection with the concurrent Registered Offering and Private Placement, the Company also issued warrants to Wainwright, or its designees, to purchase up to 714,286 shares of common stock, representing 5.0 % of the shares of common stock sold in the Registered Offering (the “RDO Placement Agent Warrants”). The RDO Placement Agent Warrants have an exercise price of $ 0.4375 per share, are immediately exercisable upon issuance and will expire on September 12, 2030. During the year ended December 31, 2025, 625,000 RDO Placement Agent Warrants were exercised, resulting in net proceeds of $ 273,437 . As of December 31, 2025, 89,286 RDO Placement Agent Warrants remained outstanding. All warrants issued by the Company are classified as equity instruments and were recorded in additional paid-in capital at issuance. As of December 31, 2025, the Company had 10,900,266 warrants outstanding, with a weighted-average exercise price of approximately $ 58.46 per share and a weighted-average remaining contractual life of approximately 3.37 years. The outstanding warrants have expiration dates ranging from October 8, 2027, to October 8, 2030, depending on the warrant series. The outstanding warrants were excluded from diluted earnings per share for the year ended December 31, 2025, as their inclusion would have been anti-dilutive in accordance with ASC 260. F- 31 Warrant activity, for the year ended December 31, 2025, was as follows: Expiration date Contractual life (years) Warrants Outstanding Warrants Exercised Warrants Outstanding Weighted Average Exercise Price Average Remaining Contractual Life (Years) GEM Warrants issued on October 23, 2023 10/23/2028 5 1,700,884 - 1,700,884 371.90 (1) 2.81 Follow-On Warrants issued on November 21, 2023 11/24/2028 5 8,333,333 ( 4,218,751 ) 4,114,582 0.75 2.90 New Warrants issued on April 6, 2025 11/24/2028 3.7 8,437,502 ( 7,521,668 ) 915,834 0.75 3.90 Series A-1 Warrants issued on July 18, 2025 10/8/2030 5 13,333,334 ( 11,220,141 ) 2,113,193 0.15 4.7755 Series A-2 Warrants issued on July 18, 2025 10/8/2027 2 13,333,334 ( 12,831,253 ) 502,081 0.15 1.77 Placement Agent Warrants issued on July 18, 2025 10/8/2027 5 666,667 ( 354,167 ) 312,500 0.19 1.77 Private Placement Warrants issued on July 22, 2025 9/12/2030 5 14,285,718 ( 13,133,812 ) 1,151,906 0.35 4.70 RDO Placement Agent Warrants issued on July 22, 2025 9/12/2030 5 714,286 ( 625,000 ) 89,286 0.44 4.70 Warrants outstanding on December 31, 2025 60,805,058 ( 49,904,792 ) 10,900,266 58.46 3.37 (1) The exercise price of the GEM Warrants has not been adjusted as a result of the ongoing litigation. See “Note 15––Commitments and Contingencies––Legal Matters––GEM Yield Bahamas Limited Litigation” herein for more information. Rights As previously disclosed, the rights granted in connection with the acquisition of Roost Enterprises, Inc. (“Rhove”) expired unexercised on March 24, 2025, and are no longer outstanding as of December 31, 2025. Shelf Registration on Form S-3 On November 26, 2024, the Company’s shelf registration statement on Form S-3 (File No. 333-283284) (the “Form S-3”) was declared effective by the SEC. This registration statement permits the Company to offer and sell, from time to time, common stock, preferred stock, warrants, subscription rights, and units in one or more offerings, subject to market conditions and applicable regulatory requirements. On December 19, 2024, the Company entered into an At the Market (“ATM”) Sales Agreement with A.G.P./Alliance Global Partners (“A.G.P.”) (the “AGP Sales Agreement”), allowing it to offer and sell common stock with an aggregate offering price of up to $ 14,275,000 . The AGP Sales Agreement was terminated effective March 29, 2025. During the year ended December 31, 2025, the Company issued 160,879 shares under this program at a weighted-average price of $ 1.44 per share, for gross proceeds of approximately $ 231,235 . After deducting sales commissions and offering expenses of $ 6,937 , net proceeds totaled approximately $ 224,298 , which were used to fund working capital and general corporate purposes. There were no issuances under the AGP Sales Agreement during the fiscal year ended December 31, 2024. Following the termination of the ATM program with A.G.P. and the related A.G.P. Sales Agreement, which termination was effective as of March 29, 2025, the Company entered into an At-The-Market Offering Agreement (the “HCW Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), on April 2, 2025, under which the Company is able to offer and sell shares of its common stock having an aggregate offering price of up to $ 7,650,000 . The ATM program with Wainwright was suspended on July 16, 2025 in connection with the Company’s 2025 Public Offering. During the quarter ended December 31, 2025, on December 23, 2025, the Company filed a prospectus supplement to its Form S-3 to increase the aggregate offering price of shares of common stock available for issuance under the HCW Sales Agreement to up to $ 20,000,000 . During the year ended December 31, 2025, the Company issued an aggregate of 2,952,983 shares of common stock pursuant to its at-the-market (“ATM”) programs, generating net proceeds of approximately $ 1,175,994 after deducting commissions and offering-related expenses. F- 32 Note 15 - Commitments and Contingencies GEM Agreement Pursuant to the terms of the GEM Agreement, we are required to indemnify GEM for any losses it incurs as a result of a breach by us of our representations and warranties and covenants under the GEM Agreement or for any misstatement or omission of a material fact in a registration statement registering those shares pursuant to the GEM Agreement. Also, GEM is entitled to be reimbursed for legal or other costs or expenses reasonably incurred in investigating, preparing, or defending against any such loss. To date, we have not raised any capital pursuant to the GEM Agreement and we may not raise any capital pursuant to the GEM Agreement prior to its expiration. Restrictions arising under the terms of our future financings may also affect our ability to raise capital pursuant to the GEM Agreement. The Company cannot reasonably estimate the potential losses, if any, with respect to the GEM Agreement or the related litigation. Indemnification Agreements The Company maintains indemnification agreements with its directors and officers that may require the Company to indemnify these individuals against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by law. Contingent Consideration and Compensation The Company is party to acquisition-related agreements with the former owners of reAlpha Nepal and reAlpha Mortgage that include contingent consideration arrangements based on the achievement of specified revenue and EBITDA targets over a three-year measurement period from October 1, 2024 through September 30, 2027. The first measurement period ended on September 30, 2025, and no earnout payment was made as the applicable revenue and EBITDA targets were not achieved. The contingent consideration liabilities are measured at fair value each reporting period, with changes recognized in earnings. During the year ended December 31, 2025, the Company recorded a $ 604,123 gain related to a decrease in the fair value of the contingent consideration. reAlpha Nepal During the year ended December 31, 2025, in connection with the departure of the reAlpha Nepal co-founders from the Company, contingent consideration of $ 137,000 that had been initially recognized at the time of the acquisition was settled in accordance with the terms of the separation agreements between the Company and each reAlpha Nepal co-founder. GTG Financial On February 20, 2025, the Company completed the acquisition of GTG Financial, a mortgage brokerage, for total consideration of up to $ 4.2 million, which included equity, deferred cash payments, and performance-based earn-out payments in accordance with the terms of the SPA. On the Rescission Date, GTG Financial rescinded the SPA. As a result, the Company has derecognized the contingent consideration liability and has no further obligations related to this acquisition. GTG Financial is no longer a subsidiary of the Company, effective as of the Rescission Date (see “Note 5 – Business Combinations” for more information). reAlpha Mortgage As of December 31, 2025, the fair value of the Company’s contingent consideration liability relating to reAlpha Mortgage was approximately $ 344,877 , all of which is classified as Level 3 within the fair-value hierarchy. The fair value of the contingent consideration liability was estimated using an income-based valuation approach. The valuation considers both observable market inputs and significant unobservable inputs, including projected revenue and EBITDA, the probability of achieving earnout targets, the timing of expected payments, and a discount rate that reflects the risk associated with the underlying performance metrics. F- 33 Observable inputs include market-based interest rates, while unobservable inputs are based on management’s assumptions regarding future operating performance. Due to the significance of these unobservable inputs, the contingent consideration liability is classified as a Level 3 fair value measurement. Balance as on December 31, 2024 Changes in Fair Value Balance as on December 31, 2025 Level 3: Contingent consideration, non-current - BMN 949,000 ( 604,123 ) $ 344,877 Total contingent consideration $ 949,000 $ ( 604,123 ) $ 344,877 Inputs ReAlpha Mortgage Required metric risk premium 8 % Cost of debt 5.83 % Risk-free interest rate 4.79 % Legal Matters GEM Yield Bahamas Limited Litigation On November 1, 2024, we filed a lawsuit against GYBL in the United States District Court for the Southern District of New York (the “Court”), under which we asserted two causes of action: (i) rescission of the GEM Warrants issued to GYBL under the GEM Agreement, by and among us, GYBL and GEM Global Yield LLC SCS, under Section 29(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), due to GYBL’s underlying violation of Section 15(a) of the Exchange Act for effecting the GEM Warrants as an unregistered dealer, and (ii) in the alternative, a declaratory judgment that the exercise price adjustment calculation of the GEM Warrants is governed by the terms provided in the GEM Warrants, rather than the terms of the GEM Agreement. Following a motion to dismiss filed by GYBL on January 17, 2025, the Court granted such motion to dismiss on March 14, 2025. On April 15, 2025, we filed an appeal of the Court’s decision dismissing our case to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). The parties filed a stipulation to withdraw the appeal pending in the Second Circuit on March 11, 2026. Additionally, following the Court’s grant of GYBL’s motion to dismiss our lawsuit, GYBL filed a separate lawsuit against us, in which GYBL is asserting two causes of action against us: (1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity and enforceability of the GEM Warrants. In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined at trial, specific performance of the GEM Warrants and attorneys’ fees and litigation costs. On June 9, 2025, we filed a motion to dismiss this lawsuit from GYBL. GYBL responded to our motion to dismiss on June 23, 2025, asserting that our motion to dismiss should be denied, or, in the alternative, GYBL should be given leave to further amend its complaint. On June 30, 2025, the Company filed a reply in support of its motion to dismiss. On August 21, 2025, the Court granted, in part, our motion to dismiss the amended complaint with respect to GYBL’s claim for declaratory relief concerning the validity and enforceability of the GEM Warrants. The Court denied our motion to dismiss in all other respects. Following the Court’s partial grant and partial dismissal of our motion to dismiss, we filed an answer to GYBL’s amended complaint on September 4, 2025. F- 34 Note 16 - Segment Reporting The Company determined its reportable segments based on the nature of its products and services and how management organizes and evaluates the business. The Company’s operations are structured around two primary revenue-generating activities: (i) homebuying services and (ii) technology services. These activities have distinct service offerings, operational structures, and performance metrics, and are managed separately for purposes of resource allocation and performance assessment by the Company’s chief operating decision maker (CODM). The Homebuying Services segment includes the Company’s integrated real estate brokerage, mortgage brokerage, and digital title and escrow services provided primarily through the reAlpha platform. The Technology Services segment includes software development services provided to third parties and the AI-powered conversational customer experience platform offered by AiChat. Management reviews financial information for these two segments separately in making operating decisions, evaluating performance, and allocating capital and personnel. Accordingly, the Company has concluded that it has two reportable segments: Homebuying Services and Technology Services. Segment Information Technology Services The Technology Services segment includes AiChat’s AI conversational customer experience solutions platform, which provides subscription-based platform access and related consulting and implementation services. This segment also includes reAlpha Nepal’s technology development and monthly support services for third parties, as well as corporate-level technology activities of the Company. Homebuying Services The Homebuying Services segment consists of the Company’s residential real estate brokerage, mortgage brokerage, and related settlement services operations. This includes Prevu and reAlpha Realty, which provide residential real estate brokerage services to buyers and sellers; reAlpha Mortgage and GTG Financial, which provide residential mortgage brokerage services, including loan origination support and facilitation of loan closings; and Hyperfast, which offers title and related real estate settlement services. FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the CODM in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer , who is its CODM, reviews segment revenue and Segment Adjusted Operating Income on a segment basis for purposes of making operating decisions and assessing financial performance. For each segment, the CODM uses segment revenue and Segment Adjusted Operating Income in the annual budget and forecasting process and considers budget-to-actual variances when making decisions about allocating capital and personnel . F- 35 The following table present information about the Company’s reportable segments for the years ended December 31, 2025 and 2024 along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements. Prior period segment information is presented on a comparable basis to the basis on which current period segment information is presented and reviewed by the CODM. For the Years Ended December 31, 2025 2024 Revenue by segment Technology Services $ 1,018,549 $ 337,540 Homebuying Services 3,499,949 610,880 Consolidated revenue 4,518,498 948,420 Segment cost of revenues Technology Services 153,048 174,486 Homebuying Services 1,914,012 127,598 Consolidated segment cost of revenues 2,067,060 302,084 Segment operating expenses Wages, benefits and payroll taxes Technology Services 798,127 273,516 Homebuying Services 1,224,440 294,450 Marketing and advertising Technology Services 27,176 23,661 Homebuying Services 285,614 208,294 Professional and legal fees Technology Services 63,379 34,736 Homebuying Services 133,454 89,842 Other operating expense Technology Services 109,060 78,071 Homebuying Services 593,085 176,323 Consolidated segment operating expenses 3,234,335 1,178,893 Segment earnings Technology Services ( 132,241 ) ( 246,930 ) Homebuying Services ( 650,656 ) ( 264,692 ) Total consolidated segment operating loss ( 782,897 ) ( 511,622 ) Intangible amortization expense 515,120 441,801 M&A-related expenses 137,770 517,251 Corporate expense 14,571,171 5,431,939 Non-operating other expense (income), net 1,583,434 834,360 Net Loss from continuing operations before income taxes ( 17,590,392 ) ( 7,736,974 ) Income tax benefit - ( 54,260 ) Net Loss from continuing operations $ ( 17,590,392 ) $ ( 7,682,714 ) (1) Segment operating expenses consist primarily of wages and employee benefits, payroll taxes, marketing and advertising costs, professional and legal fees, and other direct operating expenses attributable to each reportable segment. (2) Intangible amortization expense primarily represents the amortization of definite-lived intangible assets recognized in connection with business combinations. (3) Acquisition related costs consist of acquisition-related costs, including transaction, advisory, legal, and other professional fees incurred in connection with business combinations. (4) Corporate expense includes costs that are managed at the corporate level and are not allocated to the reportable segments. These expenses consist primarily of executive and functional compensation, deal-related costs, and administrative expenses associated with the corporate headquarters. Unallocated corporate expenses also include finance, human resources, legal, and other management-related costs that are not considered by the CODM in evaluating segment performance. F- 36 The following table presents information about the company’s reportable segment assets for the years ended December 31, 2025 and 2024: For the Years Ended December 31, 2025 2024 Total Assets by Segment Technology Services $ 389,911 $ 301,432 Homebuying Services 256,213 336,758 Corporate 21,071,207 11,356,268 $ 21,717,331 $ 11,994,458 Note 17 - Discontinued Operations During the year ended December 31, 2024, the Company made a strategic decision to fully discontinue the operations conducted through its previously acquired subsidiary, Rhove;, which had operated under the rental business segment. The decision was made due to the lack of future revenue potential and the absence of funding to further develop the platform. As of December 31, 2025, the operations formerly conducted by Rhove continue to be classified as a discontinued operation under ASC 205, Presentation of Financial Statements - Discontinued Operations. The following table provides details of the discontinued operations as of December 31, 2025, and December 31, 2024: Rhove Related Assets December 31, 2025 December 31, 2024 (transferred to the Company) Current Assets Cash $ - $ 3,455 Other current assets - 53,476 $ - $ 56,931 Current Liabilities Accounts payable and other accrued liabilities - - Other Current Liabilities - - Total liabilities - Rhove $ - $ - The following table represents the statement of operations for discontinued operations as of each reporting period: For the Year Ended For the Year Ended December 31, 2025 December 31, 2024 Revenues $ - $ - Cost of revenues - - Gross Profit - - Discontinued Operating Expense Other operating expense - ( 18,339,635 ) Total operating expense - ( 18,339,635 ) Discontinued Operating Loss - ( 18,339,635 ) Net Loss from discontinued operations before income taxes - ( 18,339,635 ) F- 37 Note 18 - Revenue Revenue is disaggregated by reportable segment, consistent with how the Company manages its operations and evaluates performance. See Note 16 – Segment Information for additional information regarding the Company’s two reportable segments, Homebuying Services and Technology Services. Disaggregation of Revenue Revenue from Contracts with Customers and Performance Obligations The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, by identifying the contract with a customer, determining the distinct performance obligations within the contract, allocating the transaction price to those performance obligations, and recognizing revenue when (or as) control of the promised goods or services transfers to the customer. AiChat generates revenue from its AI conversational customer experience solutions platform, which includes subscription-based platform access and related consulting services. Platform access represents a stand-ready performance obligation satisfied over time, and revenue is recognized ratably over the subscription term as customers simultaneously receive and consume the benefits of access to the platform. Consulting and implementation services are evaluated to determine whether they are distinct performance obligations. One-time services, such as project setup, are recognized at a point in time upon delivery, while ongoing consulting services are recognized over time as the services are performed. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the standalone selling price for separate performance obligations or a cost-plus margin approach when one is not available. reAlpha Mortgage generates revenue from mortgage brokerage commissions earned upon the successful funding of residential mortgage loans. Contracts generally contain a single performance obligation to arrange and facilitate a mortgage loan. Revenue is recognized at a point in time upon loan funding, which represents the completion of the brokerage services and satisfaction of the performance obligation. GTG Financial generated revenue from mortgage brokerage activities by earning commissions upon the successful funding of residential mortgage loans. Its services included loan origination support, borrower application processing, coordination with lenders, and facilitating the closing process. Revenue was recognized at a point in time upon loan funding, which represents the completion of the brokerage services and the point at which the commission became fixed and determinable. Effective as of the Rescission Date, the Company’s acquisition of GTG Financial was rescinded, and its results are not included in the consolidated financial statements for periods thereafter (see Note 5 – Business Combinations – Rescission of GTG Financial Acquisition). reAlpha Nepal generates revenue primarily from technology development and related service contracts. The Company generates revenue by providing tech support services. These arrangements generally include service-based performance obligations that are satisfied over time, as customers simultaneously receive and consume the benefits of the services provided. Revenue is recognized over time in a manner that reflects the continuous transfer of services to the customer. Prevu generates revenue from brokerage commissions earned upon the successful completion of residential real estate transactions. Contracts generally contain a single performance obligation to provide brokerage services in connection with the purchase or sale of residential properties. Revenue is recognized at a point in time upon closing, when the Company has satisfied its performance obligation and is entitled to the commission. Prevu offers commission rebate programs under which a portion of the gross commission is rebated to the buyer at closing. The rebate amount is determinable at closing based on contractual terms and is recorded as a reduction of the transaction price, with revenue recognized net of rebates at the time of closing. F- 38 The following table presents our revenue disaggregated by revenue type: For the year ended December 31, 2025 For the year ended December 31, 2024 Technology Services $ 1,018,549 $ 337,540 Homebuying Services 3,499,949 610,880 Total $ 4,518,498 $ 948,420 For the year ended December 31, 2025 For the year ended December 31, 2024 Services transferred at a Point in time Services transferred Over time Services transferred at a Point in time Services transferred Over time Technology Services $ 261,145 $ 757,404 $ 131,034 $ 206,506 Homebuying Services 3,499,949 - 610,880 - Total $ 3,761,094 $ 757,404 $ 741,914 $ 206,506 Transaction Price Allocated to the Remaining Performance Obligations At December 31, 2025, we estimated that $ 396,227 of revenue related to the Technology Services segment is expected to be recognized in future periods for performance obligations that were unsatisfied (or partially unsatisfied) as of the end of the reporting period. We expect to recognize substantially all of these remaining Technology Services performance obligations as revenue during 2026. Contract liabilities Contract assets related to the Company’s Technology Services segment primarily represent the Company’s right to consideration for subscription-based platform access, consulting, and software development services performed but not yet billed as of the reporting date and are reclassified to accounts receivable when the right to consideration becomes unconditional; the Company did not have any such contract assets as of the reporting date. Contract liabilities related to the Technology Services segment consist primarily of advance consideration received or advance billings for subscription and service arrangements for which revenue has not yet been recognized, are recorded in deferred liabilities in the consolidated balance sheets, and are recognized as revenue as the related performance obligations are satisfied. The following table provides information about contract assets and contract liabilities from contracts with customers: December 31, 2025 December 31, 2024 Deferred revenue $ 396,227 $ 278,908 The revenue recognized during 2025 and 2024 that was included in the contract liabilities at the beginning of the respective periods amounted to $ 278,908 and $ 0 , respectively. Note 19 - Subsequent Events None. F- 39 ITEM 16. FORM 10-K SUMMARY None. 89 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REALPHA TECH CORP. Date: March 12, 2026 By: /s/ Michael J. Logozzo Michael J. Logozzo Chief Executive Officer Date: March 12, 2026 By: /s/ Thomas J. Kutzman Jr. Thomas J. Kutzman Jr. Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Logozzo and Thomas J. Kutzman Jr. as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10- K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: March 12, 2026 /s/ Michael J. Logozzo Michael J. Logozzo Chief Executive Officer and Director (Principal Executive Officer) Date: March 12, 2026 /s/ Thomas J. Kutzman Jr. Thomas J. Kutzman Jr. Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 12, 2026 /s/ Giri Devanur Giri Devanur, Executive Chairman and Director Date: March 12, 2026 /s/ Dimitrios Angelis Dimitrios Angelis, Director Date: March 12, 2026 /s/ Prabhu Antony Prabhu Antony, Director Date: March 12, 2026 /s/ Balaji Swaminathan Balaji Swaminathan, Director 90