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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 12, 2026

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-41839 |  | 86-3425507
(State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (I.R.S. Employer Identification Number)

6515 Longshore Loop, Suite 100

Dublin, OH 43017

(Address of principal executive offices and zip code)

(707) 732-5742

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.001 per share |  | AIRE |  | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 12, 2026, reAlpha Tech Corp. (the “Company”) issued a press release and a shareholder letter discussing its business highlights, operational updates and financial results for the fourth quarter and year ended December 31, 2025. The Company also made available an investor presentation containing information related to the Company’s strategic focus, business development and financial results. Representatives of the Company intend to present some or all of this presentation to investors at various conferences and meetings beginning on the date hereof. A copy of the press release is furnished as Exhibit 99.1, the shareholder letter as Exhibit 99.2, and the investor presentation as Exhibit 99.3 to this Current Report on Form 8-K (this “Form 8-K”).

The Company is making reference to non-GAAP financial information in the press release, shareholder letter and investor presentation. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibits 99.1, 99.2 and 99.3.

The information furnished pursuant to Item 2.02, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “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 it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02, including Exhibits 99.1, 99.2 and 99.3, to this Form 8-K is incorporated herein by reference into this Item 7.01.

The information furnished with this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number |  | Description
99.1 |  | Press Release, dated March 12, 2026.
99.2 |  | Shareholder Letter issued by reAlpha Tech Corp. on March 12, 2026.
99.3 |  | Investor Presentation, dated March 12, 2026.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 12, 2026 | reAlpha Tech Corp.
| By: | /s/ Michael J. Logozzo
|  | Michael J. Logozzo
|  | Chief Executive Officer

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