reAlpha Tech Corp.

Named Executive Officers

Our named executive officers and their respective positions for the year ended December 31, 2025, were as follows:

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.

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.

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.

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.

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 thanniversary 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.

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:

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.

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.

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.