reAlpha Tech Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Stockholder:

You are invited to attend the 2026 annual meeting of stockholders (the “annual meeting”) of reAlpha Tech Corp. (the “Company,” “we,” “us” or “our”) on November 5, 2026, at 9:00 a.m. Eastern Time. The annual meeting will be completely virtual conducted live via the Internet. You will be able to attend the annual meeting online by visiting the link provided via e-mail after you properly register through https://web.viewproxy.com/AIRE/2026 and submit your questions for the annual meeting while registering for the annual meeting, or during the annual meeting in the questions and chat tab of the virtual meeting platform.

At this year’s meeting, you will be asked to vote on:

(1) the election of five members to our board of directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified (“Proposal 1”);

(2) the ratification of the appointment of GBQ Partners, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”);

(3) an amendment to our second amended and restated certificate of incorporation (as amended, the “certificate of incorporation”), in the form attached to the proxy statement as Annex A, to, at the discretion of our board of directors, effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.001 per share (the “common stock”), at any time prior to the one-year anniversary date of the approval by the stockholders of such proposal, at a ratio, ranging from one-for-two (1:2) to one-for-fifty (1:50), with the exact ratio to be set within that range at the discretion of the board of directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal” or “Proposal 3”);

(4) for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of common stock in excess of 19.99% of our issued and outstanding common stock immediately prior to the execution of the Prevu Merger Agreement in connection with the Prevu Merger (each as defined below) (the “Prevu Nasdaq 20% Issuance Proposal” or “Proposal 4”);

(5) for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of common stock in excess of 19.99% of our issued and outstanding common stock immediately prior to the execution of the A&R Merger Agreement in connection with the InstaMortgage Merger (each as defined below) (the “InstaMortgage Nasdaq 20% Issuance Proposal” or “Proposal 5,” and together with the Prevu Nasdaq 20% Issuance Proposal, the “Nasdaq 20% Issuance Proposals”);

(6) the proposal to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal and/or the Nasdaq 20% Issuance Proposals or in the absence of a quorum (the “Adjournment Proposal” or “Proposal 6”); and

Our board of directors has fixed the close of business on September 11, 2026, as the record date for determining the stockholders entitled to notice of and to vote at the annual meeting and any adjournment and postponements thereof (the “record date”).

Please use this opportunity to take part in the affairs of the Company by voting on the business to come before this annual meeting. If you are a record holder of the Company’s common stock or the Company’s series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), on the record date, you are eligible to vote with respect to these matters either electronically, at the meeting, or by proxy. It is important that your shares be voted, whether or not you plan to attend the meeting, to ensure the presence of a quorum. We urge you to authorize your proxy in advance by following the instructions printed on it. Returning the proxy does not deprive you of your right to attend the annual meeting and vote your shares.

Sincerely,

/s/ Michael J. Logozzo

Michael J. Logozzo,

Chief Executive Officer

Dublin, Ohio

September 25, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 5, 2026: THIS PROXY STATEMENT AND THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025, ARE AVAILABLE ATHTTPS://WEB.VIEWPROXY.COM/AIRE/2026

Notice of 2026 Annual Meeting of Stockholders to be Held on November 5, 2026

To the Stockholders of reAlpha Tech Corp.:

The 2026 annual meeting of stockholders (the “annual meeting”) will be held at 9:00 a.m. Eastern Time on November 5, 2026. The annual meeting will be a virtual meeting of stockholders conducted live via the Internet. You will be able to attend the annual meeting online by visiting the link provided via e-mail after you properly register through https://web.viewproxy.com/AIRE/2026. During the annual meeting, stockholders will be asked to vote either directly or by proxy on the following matters discussed herein:

(1) the election of five members to our board of directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified (“Proposal 1”);

(2) the ratification of the appointment of GBQ Partners, LLC as our independent registered public accounting firm for the year ending December 31, 2026 (“Proposal 2”);

(3) an amendment to our second amended and restated certificate of incorporation (as amended, the “certificate of incorporation”), in the form attached to the proxy statement as Annex A, to, at the discretion of our board of directors, effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.001 per share (the “common stock”), at any time prior to the one-year anniversary date of the approval by the stockholders of such proposal, at a ratio, ranging from one-for-two (1:2) to one-for-fifty (1:50), with the exact ratio to be set within that range at the discretion of the board of directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal” or “Proposal 3”);

(4) for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of common stock in excess of 19.99% of our issued and outstanding common stock immediately prior to the execution of the Prevu Merger Agreement in connection with the Prevu Merger (each as defined below) (the “Prevu Nasdaq 20% Issuance Proposal” or “Proposal 4”);

(5) for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of common stock in excess of 19.99% of our issued and outstanding common stock immediately prior to the execution of the A&R Merger Agreement in connection with the InstaMortgage Merger (each as defined below) (the “InstaMortgage Nasdaq 20% Issuance Proposal” or “Proposal 5,” and together with the Prevu Nasdaq 20% Issuance Proposal, the “Nasdaq 20% Issuance Proposals”);

(6) the proposal to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal and/or the Nasdaq 20% Issuance Proposals or in the absence of a quorum (the “Adjournment Proposal” or “Proposal 6”); and

If you are a stockholder of record as of September 11, 2026, you may vote at the annual meeting as further described in the accompanying proxy statement. The Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), proxy statement and form of proxy are being distributed and made available on the Internet on or around September 25, 2026.

Dated: September 25, 2026

By Order of the Board of Directors

/s/ Michael J. Logozzo

Michael J. Logozzo

Chief Executive Officer and Secretary

Whether or not you expect to attend the annual meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability or the proxy card you received in the mail.