OTHER INFORMATION
−Removed: None of the Company’s
−Removed: directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during
−Removed: the Company’s fiscal quarter ended September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K.
−Removed: Rescission Certificate, dated September 8, 2025 (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on September 11, 2025).
+Added: of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading
+Added: arrangement during the Company’s fiscal quarter ended March 31, 2026, as such terms are defined under Item 408(a) of Regulation
+Added: Agreement and Plan of Merger, dated as of November 21, 2025, among reAlpha Tech Corp., Prevu, Inc., reAlpha Merger Sub, Inc.
+Added: and Thomas Kutzman, as stockholder representative (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on November 25, 2025).
+Added: Agreement and Plan of Merger, dated as of December 19, 2025, among reAlpha Tech Corp., InstaMortgage Inc., reAlpha Merger Sub I, Inc.
+Added: and the Stockholders (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on December 22, 2025).
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).
11 unchanged sentences
Form of Placement Agent Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 22, 2025).
−Removed: Exchange Agreement, dated as of July 3, 2025, between reAlpha Tech Corp.
−Removed: and Streeterville Capital, LLC (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 8, 2025).
−Removed: Consent, Release and Waiver, dated as of July 15, 2025, by and between reAlpha Tech Corp.
−Removed: and Streeterville Capital, LLC ( previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 16, 2025).
−Removed: Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 18, 2025).
−Removed: Form of Voting Agreement previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on July 18, 2025).
−Removed: Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 22, 2025).
−Removed: 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).
−Removed: Amended and Restated Executive Employment Agreement of Michael J.
−Removed: Logozzo, dated September 25, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on September 29, 2025).
−Removed: 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).
+Added: Employment Agreement by and between reAlpha Tech Corp.
+Added: and Thomas J.
+Added: Kutzman Jr., dated February 24, 2026 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on February 27, 2026).
+Added: Severance Agreement by and between reAlpha Tech Corp.
+Added: and Piyush Phadke, dated March 16, 2026 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 20, 2026).
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
10 unchanged sentences
Furnished herewith.
+Added: Certain schedules, exhibits and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
Indicates management contract or compensatory plan or arrangement.
3 unchanged sentences
REALPHA TECH CORP.
−Removed: November 12, 2025
−Removed: /s/ Michael J.
+Added: April 28, 2026
Chief Executive Officer
(Principal Executive Officer)
−Removed: November 12, 2025
−Removed: /s/ Piyush Phadke
−Removed: Piyush Phadke
+Added: April 28, 2026
Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
+Added: (Principal Financial and Accounting
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.