reAlpha Tech Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

reAlpha Tech Corp. signed a big deal and sold some stock on Dec 19th. Check the 8-K for details.

AI Summary

On December 19, 2025, reAlpha Tech Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. Additional details regarding other events and financial statements/exhibits are included in the filing.

Why It Matters

This 8-K filing indicates significant corporate activity for reAlpha Tech Corp., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• reAlpha Tech Corp. (company) — Registrant
• December 19, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41839 (identifier) — Commission File Number
• 86-3425507 (identifier) — I.R.S. Employer Identification Number
• 6515 Longshore Loop, Suite 100, Dublin, OH 43017 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AIRE The Nasdaq Stock Mar
• $0.01 — f InstaMortgage common stock, par value $0.01 per share, issued and outstanding immed
• $8,500,000 — the Stockholders an aggregate amount of $8,500,000, subject to certain closing adjustments
• $500,000 — ger Consideration"), consisting of: (i) $500,000 in cash to be paid on the Closing Date
• $1,500,000 — the terms of the Merger Agreement; (ii) $1,500,000 in shares of the Company's common stock
• $6,500,000 — ng Payment Purchaser Stock"); and (iii) $6,500,000 payable in bi-annual payments over thre

Filing Documents

• ea0270277-8k_realpha.htm (8-K) — 51KB
• ea027027701ex2-1_realpha.htm (EX-2.1) — 346KB
• ea027027701ex99-1_realpha.htm (EX-99.1) — 20KB
• ea027027701ex99-2_realpha.htm (EX-99.2) — 18KB
• ex99-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-25-124602.txt ( ) — 707KB
• aire-20251219.xsd (EX-101.SCH) — 3KB
• aire-20251219_lab.xml (EX-101.LAB) — 33KB
• aire-20251219_pre.xml (EX-101.PRE) — 22KB
• ea0270277-8k_realpha_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 19, 2025, reAlpha Tech Corp. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with InstaMortgage Inc., a California corporation ("InstaMortgage"), reAlpha Merger Sub I, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of the Company (the "Merger Sub") and Shashank Shekhar ("Shekhar") and Ankur Dhingra ("Dhingra" and together with Shekhar, the "Stockholders" and each a "Stockholder"). The Merger Agreement provides that, among other things and on the terms and subject to the satisfaction or waiver of the closing conditions and other conditions set forth therein, Merger Sub will merge with and into InstaMortgage (the "Merger") at the effective time of the Merger (the "Effective Time"), with InstaMortgage surviving the Merger as a wholly-owned subsidiary of the Company. Further, at the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the Stockholders, all shares of InstaMortgage common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, shall be cancelled and extinguished and convert automatically into the right to receive a portion of the Aggregate Merger Consideration (as defined below) at the Effective Time. Merger Consideration Pursuant to the terms and conditions of the Merger Agreement, the Company agreed to pay the Stockholders an aggregate amount of $8,500,000, subject to certain closing adjustments (the "Aggregate Merger Consideration"), consisting of: (i) $500,000 in cash to be paid on the Closing Date (as defined in the Merger Agreement) less any applicable withholding tax payable by the Stockholders in accordance with the terms of the Merger Agreement; (ii) $1,500,000 in shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), to be issued on the Closing D

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in

01 of this Form 8-K is incorporated by reference into this Item 3.02 to the extent required

Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02 to the extent required. The Purchaser Payment Stock issuable pursuant to the Merger Agreement, when and if issued, will be issued pursuant to an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), because such issuances will not involve a public offering, each of the recipients will take the Purchaser Payment Shares for investment and not resale, the Company will take appropriate measures to restrict transfer of the Purchaser Payment Stock, and each recipient is a sophisticated investor. The Purchaser Payment Stock will be subject to transfer restrictions, and the book-entry records evidencing the Purchaser Payment Stock will contain an appropriate legend stating that such securities will not be registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 22, 2025, the Company issued a press release announcing the entry into the Merger Agreement. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K. The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. Item8.01 Other Events. The Company is also supplementing the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as amended, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, as amended, and September 30, 2025, and other filings made with the SEC, with the risk factors relating to the Merger Agreement, and the transactions described therein, filed as Exhibit 99.2 hereto and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1*+ 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. 99.1* Press Release, dated December 22 , 2025. 99.2* Risk Factors Relating to the Proposed Merger with InstaMortgage 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. + Certain schedules and exhibits 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. 3

Forward-Looking Statements

Forward-Looking Statements This Form 8-K, including Exhibits 99.1 and 99.2, contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "believe," "expect," "anticipate," "intend," "project," "estimate," "potential," "plan," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could." These forward-looking statements include, but are not limited to, statements related to the expected benefits of the proposed transaction; the expected timeline; and the ability to satisfy all closing conditions. Forward-looking these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, it is based on current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, the Company cannot give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk factors that may cause such a difference include, but are not limited to: the Company and InstaMortgage's ability to consummate the proposed transaction on the expected timeline or at all; InstaMortgage's ability to obtain the necessary Regulatory Approval in a timely manner and the risk that such approvals are not obtained or is obtained subject to conditions that are not anticipated; the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed tr

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