reAlpha Tech (AIRE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on November 5, 2026, with stockholders voting on six key proposals, including board elections, auditor ratification, a reverse stock split, share issuances related to mergers, and potential adjournment.

• The board recommends voting in favor of all proposals, emphasizing the importance of maintaining Nasdaq listing and flexibility for future corporate actions.

• Proxy materials and voting instructions are available online, with multiple voting methods offered to stockholders.

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 independent auditor for 2026.

• Proposal 3: Amendment to authorize a reverse stock split at a ratio between 1:2 and 1:50, at the board's discretion within one year.

• Proposal 4: Approval to issue shares exceeding 19.99% of outstanding stock for the Prevu Merger, as required by Nasdaq rules.

• Proposal 5: Approval to issue shares exceeding 19.99% of outstanding stock for the InstaMortgage Merger, as required by Nasdaq rules.

• Proposal 6: Approval to adjourn the meeting if necessary to solicit additional proxies or achieve a quorum.

• Stockholders may submit proposals for the 2027 meeting by following advance notification requirements.

Board of directors and corporate governance

• The board consists of five members, with three standing committees: audit, compensation, and governance, all composed of independent directors.

• Directors bring diverse backgrounds in technology, finance, and real estate, and all attended at least 75% of meetings in 2025.

• Policies include a code of conduct, insider trading policy, and a clawback policy for executive compensation.

• No family relationships exist among executive officers or directors.