reAlpha Tech (AIRE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 8, 2025, and will be held virtually, allowing shareholders to participate online and submit questions in advance or during the meeting.

• Shareholders of record as of August 11, 2025, are eligible to vote on six key proposals, including director elections, auditor ratification, a reverse stock split, warrant share issuance, equity plan amendment, and potential adjournment.

• The board of directors recommends voting in favor of all proposals and has provided detailed instructions for voting by internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors to serve until the next annual meeting.

• Proposal 2: Ratification of GBQ Partners, LLC as the independent registered public accounting firm for 2025.

• Proposal 3: Amendment to the certificate of incorporation to effect a reverse stock split at a ratio between 1-for-7 and 1-for-25, at the board's discretion, to help maintain Nasdaq listing.

• Proposal 4: Approval for the issuance of shares upon exercise of Series A-1, Series A-2, and placement agent warrants, in compliance with Nasdaq Listing Rule 5635(d).

• Proposal 5: Amendment to the 2022 Equity Incentive Plan to adopt an automatic annual increase in shares available for issuance (evergreen provision).

• Proposal 6: Authorization to adjourn the meeting if more time is needed to solicit votes for Proposals 3 and 4.

Board of directors and corporate governance

• The board consists of five members, with four deemed independent under Nasdaq rules; Giri Devanur is not independent.

• Three standing committees: audit, compensation, and governance, all composed of independent directors.

• Directors bring diverse backgrounds in technology, finance, real estate, and law.

• Director compensation was changed from cash to equity awards in August 2025 to better align interests with shareholders.

• The company maintains a code of conduct, insider trading policy, and a clawback policy for executive compensation.