reAlpha Tech (AIRE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 5, 2026, and will be held virtually, with stockholders able to vote online, by phone, mail, or during the meeting.

• Stockholders will vote on six key proposals, including director elections, auditor ratification, a reverse stock split, share issuances related to mergers, and potential adjournment.

• The board recommends voting in favor of all proposals and outlines procedures for proxy voting and revocation.

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 allow 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 more votes or achieve quorum.

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 are in place for director nominations, independence, code of conduct, and insider trading.