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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On August 19, 2026 (the “Closing Date”), reAlpha Tech Corp. (the “Company” or “reAlpha”) completed the acquisition (the “Acquisition”) of InstaMortgage Inc. (“InstaMortgage”) pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of August 17, 2026, which amended and restated the Agreement and Plan of Merger, dated as of December 19, 2025, in its entirety. The following unaudited pro forma condensed combined statements of operations (the “pro forma statements of operations”) and condensed combined balance sheet (the “pro forma balance sheet”) give effect to the Acquisition, as described in Note 1, and were prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined financial information has been prepared from the historical consolidated financial statements of the Company, as previously filed with the Securities and Exchange Commission (the “SEC”), and InstaMortgage, adjusted to give effect to the Acquisition. The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of the Company and InstaMortgage as of June 30, 2026, giving effect to the Acquisition as if it had been completed on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, give effect to the Acquisition as if it had been completed on January 1, 2025. This information should be read together with (i) the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026, (ii) the Company’s unaudited condensed consolidated financial statements and related notes included in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 14, 2026, and (iii) InstaMortgage’s audited financial statements and related notes as of and for the year ended December 31, 2025 and unaudited interim financial statements as of and for the six months ended June 30, 2026, filed as and 99.2, respectively, to this Current Report on Form 8-K/A. The pro forma financial information does not reflect any revenue or operating synergies or cost savings that may result from the Acquisition.

The unaudited pro forma condensed combined financial information has been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The pro forma financial information (i) was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer, and (ii) is based on the historical consolidated financial statements of the Company and InstaMortgage, as adjusted to reflect the pro forma impact of the Acquisition.

In accordance with ASC 805, the Company used estimates and assumptions to assign fair value to the tangible assets acquired and liabilities assumed, identifiable intangible assets, deferred consideration, and related income tax impacts as of the Acquisition date. The excess of the purchase price over the fair value of net assets acquired has been allocated to goodwill. The estimated fair values of the assets acquired, and liabilities assumed are preliminary and based on information available as of the Acquisition date. Management believes the pro forma financial information includes all material adjustments necessary to present the transaction in accordance with Article 11 of Regulation S-X. The Company intends to finalize the acquisition accounting within the required measurement period, not to exceed one year from the Closing Date. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved had the Acquisition occurred on the dates indicated, nor is it indicative of future results.

The unaudited pro forma condensed combined financial information as of June 30, 2026, for the year ended December 31, 2025, and for the six months ended June 30, 2026, is derived from:

The Company has performed a preliminary review of the accounting policies of InstaMortgage to assess alignment with the Company’s accounting policies and U.S. GAAP. Based on this preliminary review, no material differences in accounting policies were identified that would require adjustment to conform to the Company’s accounting policies for purposes of the accompanying unaudited pro forma condensed combined financial information. The Company will continue to evaluate the accounting policies as additional information becomes available, and adjustments may be identified in future periods. All terms defined in this section of the report are used solely for the purposes of this section and do not apply to any other section of this Current Report on Form 8-K/A.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2026

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2026

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2025,

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Description of the Transaction

On August 17, 2026, reAlpha Tech Corp. (the “Company” or “reAlpha”) entered into an Amended and Restated Agreement and Plan of Merger (as amended and restated, the “Merger Agreement”) with InstaMortgage Inc., a California corporation (“InstaMortgage”), reAlpha Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and the stockholders of InstaMortgage (the “Stockholders”). On August 19, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into InstaMortgage (the “Merger”), with InstaMortgage surviving the Merger as a wholly owned subsidiary of the Company.

At the effective time of the Merger (the “Effective Time”), each share of InstaMortgage common stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a portion of the aggregate merger consideration described below.

On August 19, 2026, the transaction closed and the Company acquired all outstanding shares of InstaMortgage for aggregate consideration of approximately $8.9 million (the “Aggregate Merger Consideration”), subject to the Closing Adjustment Amount (as defined in the Merger Agreement), consisting of: (i) cash consideration equal to $0.5 million, plus the Closing Adjustment Amount, paid at closing; (ii) shares of the Company’s common stock issued at closing with an aggregate value of $1.5 million, determined using the Closing Reference Price, which the Merger Agreement defines as $0.5004 per share, as adjusted for the Company’s 1-for-25 reverse stock split, resulting in an adjusted price of $12.51 per share; and (iii) aggregate deferred consideration of $6.5 million, payable in six equal semi-annual installments over a three-year period following the Closing Date, of which at least $1.5 million must be paid in cash, with the remaining $5.0 million payable in cash, shares of the Company’s common stock, or a combination thereof, at the Company’s election. The Closing Adjustment Amount is calculated as cash and cash equivalents, including accrued revenues for mortgage loans that have closed as of the Reference Time (as defined in the Merger Agreement) but have not yet been paid, less Closing Indebtedness (as defined in the Merger Agreement) and Unpaid Selling Expenses (as defined in the Merger Agreement). The deferred consideration was recognized at its acquisition-date fair value, reflecting the present value of the required future payments discounted at 7.4%, and will subsequently be measured at amortized cost using the effective interest method, with the resulting accretion recognized as interest expense. The Aggregate Merger Consideration of approximately $8.9 million represents the contractual consideration payable under the Merger Agreement; for purposes of the acquisition method of accounting, the acquisition-date fair value of the total consideration transferred was approximately $6.8 million, reflecting the measurement of the closing stock consideration at its acquisition-date fair value of $172,662 and the deferred consideration at its present value, as described in Note 3.

The shares of common stock issuable pursuant to the Merger Agreement are subject to certain transfer restrictions and Nasdaq listing rule limitations, with any amounts payable more than such limitations to be settled in cash in accordance with the terms of the Merger Agreement.

At the Closing Date, the Company issued 119,904 shares of its common stock to the Stockholders, determined by dividing the $1,500,000 of contractual stock consideration by the Closing Reference Price of $12.51 per share, as adjusted for the reverse stock split. The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder, and bear a restrictive legend which the Company is required to instruct its transfer agent to remove at any time following the six-month anniversary of the Closing Date, subject to applicable securities laws. The number of shares issued did not exceed the Cap Amount (as defined in the Merger Agreement) under the Merger Agreement, which limits aggregate issuances to 19.99% of the Company’s outstanding common stock and individual Stockholder ownership to 4.99% of outstanding common stock, and accordingly no portion of the closing stock consideration was settled in cash. For purposes of the acquisition method of accounting, the shares issued were measured at their acquisition-date fair value of $1.44 per share, the closing price of the Company’s common stock on August 19, 2026, resulting in an aggregate fair value of stock consideration of $172,662. The stock consideration accordingly rolls forward as follows: contractual stock consideration of $1,500,000, divided by the Closing Reference Price of $12.51 per share, resulted in 119,904 shares issued at closing; those 119,904 shares were then measured at the $1.44 acquisition-date closing price, resulting in an aggregate fair value of $172,662, reflected in the unaudited pro forma condensed combined balance sheet as an increase to common stock of $120 (119,904 shares at $0.001 par value) and an increase to additional paid-in capital of $172,542. The $(880) pro forma adjustment to common stock represents dollars of par value — the elimination of InstaMortgage’s historical common stock par value of $1,000, net of the $120 aggregate par value of the shares issued — and does not represent a number of shares.

2. Basis of Presentation

The unaudited pro forma condensed combined financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X and present the historical financial information of reAlpha and InstaMortgage, the pro forma effects of the Acquisition and certain acquisition accounting adjustments described herein, and they should be read in conjunction with the historical financial statements and notes of the Company and of InstaMortgage referred to in the introduction to this unaudited pro forma condensed combined financial information.

InstaMortgage historically had a fiscal year ending July 31 and subsequently changed its fiscal year end to December 31. Accordingly, reAlpha and InstaMortgage each have a fiscal year ending December 31, and the historical interim periods presented for both entities are the six months ended June 30, 2026. As a result, no conforming of periods was required under Rule 11-02(c)(3) of Regulation S-X.

The pro forma balance sheet gives effect to the Acquisition as if it had occurred on June 30, 2026, and the pro forma statements of operations give effect to the Acquisition as if it had occurred on January 1, 2025. The preliminary purchase price allocation presented in Note 3 has been determined as of the actual Closing Date of August 19, 2026. As a result, goodwill reflected in the pro forma balance sheet differs from the preliminary goodwill presented in Note 3.

The business combination of InstaMortgage has been accounted for using the acquisition method of accounting as per the provisions of ASC 805, using the fair value concepts defined in ASC Topic 820 – Fair Value Measurement and based on the historical consolidated financial statements of reAlpha and the historical financial statements of InstaMortgage. Under ASC 805, all assets acquired and liabilities assumed in a business combination are generally recognized and measured at their assumed acquisition date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of preliminary purchase price over the fair value of assets acquired and liabilities assumed, has been recorded in goodwill. The pro forma adjustments represent management’s best estimates and are based upon information currently available and certain assumptions that the management of reAlpha believes are reasonable under the circumstances.

The unaudited pro forma financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of the companies would have been had the Acquisition occurred on the dates indicated, nor are they necessarily indicative of future consolidated results of operations of the Company. The pro forma statements of operations neither reflect the costs of any integration activities, nor the synergies and benefits that may result from realization of any anticipated revenue growth or operational efficiencies expected to result from the Acquisition.

At the Closing Date, two state regulatory approvals relating to the Acquisition remained outstanding, and reAlpha and InstaMortgage mutually agreed to waive the related closing condition. These two states accounted for approximately 0.82% and 20.49%, respectively, of InstaMortgage’s loan origination volume for the six months ended June 30, 2026, and approximately 1.93% and 22.59%, respectively, for the year ended December 31, 2025. InstaMortgage may cease conducting business in one or both states while the applicable regulatory approvals remain pending. The potential effects of the pending regulatory approvals do not represent Transaction Accounting Adjustments required under Rule 11-02(a)(6) of Regulation S-X. Because the timing and financial effects of the pending approvals cannot be reasonably estimated, the Company has not presented any related optional Management’s Adjustments pursuant to Rule 11-02(a)(7) of Regulation S-X. The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of the results that would have been achieved had the Acquisition occurred on the dates indicated or of future results.

On April 30, 2026, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. All share and per-share amounts presented in the unaudited pro forma condensed combined financial statements have been retroactively restated to reflect the reverse stock split. There were no material intercompany transactions between reAlpha and InstaMortgage to eliminate for theperiods presented in the unaudited pro forma condensed combined financial statements.

3. Preliminary Purchase Price Accounting and Allocation

The Acquisition of InstaMortgage has been accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805. Under this method, the total consideration transferred is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the Closing Date, with any excess recorded as goodwill.

Preliminary purchase price

The preliminary purchase price consideration consists of the cash paid, the fair value of common stock issued, and the present value of deferred consideration at the Closing Date as follows:

Preliminary purchase price allocation

The Company’s purchase price allocation for the Acquisition is preliminary and subject to revision as additional information regarding the fair values of the assets acquired and liabilities assumed becomes available. The Company currently expects to finalize the purchase price allocation prior to filing its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026. In any event, the measurement period will not exceed one year from the acquisition date. The principal valuation assumptions used in the preliminary purchase price accounting are as follows: (i) the 119,904 shares of common stock issued at closing were measured at their acquisition-date fair value of $1.44 per share, the closing price of the Company’s common stock on August 19, 2026; (ii) the deferred consideration was measured at its present value using a discount rate of 7.4%,  representing management’s preliminary estimate of reAlpha’s incremental borrowing rate at the acquisition date, which remains subject to validation by the Company’s third-party valuation specialist; (iii) loans held for sale were measured at fair value at 3.5% of unpaid principal balance, consistent with the fair value methodology applied in InstaMortgage’s audited financial statements, which methodology has been validated by the Company’s third-party valuation specialist; and (iv) the carrying amounts of the remaining tangible assets acquired and liabilities assumed were determined to approximate their respective fair values due to their short-term nature.

The Company has engaged a third-party valuation specialist to assist in the valuation of identifiable intangible assets acquired. The preliminary valuation is based on financial information available as of the Closing Date, consideration of comparable transactions, and currently available, but limited, forecasted financial information. The unaudited pro forma condensed combined financial statements may differ from the Company’s final purchase price accounting for a number of reasons, including that the estimates of fair values of assets acquired and liabilities assumed as of the Closing Date are preliminary and subject to change within the measurement period (not to exceed one year from the Closing Date), during which the valuation analysis and other analyses will be finalized.

The preliminary purchase price allocation includes an identifiable intangible asset apart from goodwill. Based on the preliminary analysis performed with the assistance of the Company’s third-party valuation specialist, the Company identified and recognized a trade name/trademark intangible asset with a preliminary estimated fair value of $517,500, which is being amortized on a straight-line basis over an estimated useful life of 10 years. The identification and measurement of intangible assets, including the trade name/trademark asset described above, remain subject to completion of the valuation analysis within the measurement period, and any changes to the estimated fair value or the recognition of additional intangible assets upon finalization would adjust preliminary goodwill and could result in changes to amortization expense in future periods. The following table sets forth a preliminary allocation of the estimated purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed as of August 19, 2026, with the excess recorded as goodwill:

Warehouse Line of Credit.

InstaMortgage maintains a warehouse line of credit with First Bank, structured as a program under which First Bank purchases a 100% participation interest in qualifying one- to four-family residential mortgage loans held for sale, used to fund mortgage loans originated and held for sale. The facility has a committed amount of $10.0 million, with bulge capacity of up to $12.5 million available for up to 135 days in any 12-month period, subject to InstaMortgage’s compliance and performance and First Bank’s approval. Pricing is based on one-month CME Term SOFR plus a margin of 2.25%, subject to a minimum floor rate of 4.50%. The facility’s stated termination date is March 1, 2027, which may be extended by First Bank, in its sole discretion, for up to 45 days upon written notice to InstaMortgage. Borrowings under the facility are generally collateralized by the related mortgage loans and, to the extent any transaction under the facility is characterized as a loan rather than a sale, by a first priority security interest in the related mortgage notes, servicing rights, and associated collateral, as well as by a pledged deposit account maintained with First Bank of no less than $25,000 and InstaMortgage’s other deposits with First Bank, and are repaid upon the sale or other disposition of the underlying loans. The unpaid principal balance (“UPB”) represents the outstanding principal amount of borrowings under the warehouse line of credit as of the applicable measurement date. As of the acquisition date, approximately $4.5 million of borrowings under the warehouse line of credit were assumed in connection with the Acquisition.

4. Transaction Accounting Adjustments

The pro forma adjustments presented below consist solely of Transaction Accounting Adjustments and are based on preliminary estimates and assumptions that are subject to change. No Autonomous Entity Adjustments or Management’s Adjustments have been presented. The following adjustments are included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026, and give effect to the Acquisition as if it had occurred on that date:

The Closing Adjustment Amount was calculated pursuant to the Merger Agreement using amounts determined as of the morning of August 17, 2026. The calculation consisted of InstaMortgage’s cash and cash equivalents of $595,385, plus accrued revenues on mortgage loans closed as of the Reference Time (as defined in the Merger Agreement) but not yet paid of $147,504, less closing indebtedness of $253,183 and unpaid selling expenses of $108,535, resulting in a Closing Adjustment Amount of $381,171. Total cash consideration of $881,171 comprises the $500,000 Purchaser Cash Consideration (as defined in the Merger Agreement), released from escrow at closing, plus the Closing Adjustment Amount of $381,171.

The deferred consideration is payable in six equal installments on the six-, twelve-, eighteen-, twenty-four-, thirty- and thirty-six-month anniversaries of the Closing Date. For purposes of the unaudited pro forma condensed combined balance sheet as of June 30, 2026, the Acquisition is assumed to have been consummated on June 30, 2026. Accordingly, solely for purposes of classifying the deferred consideration liability as current or non-current, the contractual semiannual payment intervals were applied from June 30, 2026, resulting in the first two installments being classified as current and the remaining four installments being classified as non-current. At the Company’s sole discretion, each installment may be settled in cash, shares of the Company’s common stock or a combination thereof, provided that at least $1.5 million is paid in cash. Any shares issued in settlement of the deferred consideration will be valued using the volume-weighted average price (“VWAP”) of the Company’s common stock for the ten consecutive trading-day period ending on the trading day immediately preceding the applicable payment due date.

The deferred consideration is classified as a liability rather than equity because it represents a fixed monetary obligation of $6.5 million, at least $1.5 million of which must be settled in cash, and any portion settled in shares would be satisfied through the issuance of a variable number of shares determined using the applicable VWAP. The deferred consideration was recognized at its acquisition-date fair value, reflecting the present value of the required future payments, and will subsequently be measured at amortized cost using the effective interest method, with the resulting accretion recognized as interest expense. The number of shares issuable in settlement of the deferred consideration is variable and will depend on the VWAP of the Company’s common stock for the ten consecutive trading days ending on the trading day immediately preceding the applicable payment due date.

The unaudited pro forma condensed combined statements of operations reflect the income tax effects of the Acquisition on a hypothetical combined basis, as if reAlpha and InstaMortgage had filed a consolidated tax return for all periods presented. Under this approach, reAlpha’s historical pre-tax losses are combined with InstaMortgage’s historical pre-tax income, resulting in a combined pre-tax loss for all periods presented. Accordingly, no combined income tax provision has been reflected in the pro forma statements of operations. Because the combined entity’s net deferred tax assets are subject to a full valuation allowance, no income tax benefit has been recognized on the combined pre-tax loss.

The components of the combined income tax provision are as follows:

The combined entity’s net deferred tax assets are subject to a full valuation allowance. Accordingly, no income tax benefit or expense has been reflected in the pro forma statements of operations for the transaction accounting adjustments presented above. The following table presents the combined income tax rate reconciliation for the period December 31 2025, presented:

The significant components of the combined entity’s deferred tax assets and liabilities are as follows:

A comparable deferred tax asset and liability schedule and rate reconciliation have not been presented as of June 30, 2026; the Company’s interim income tax provision for the six months ended June 30, 2026, and 2025 is discussed below.

The provision for income taxes is based on the current estimate of the annual effective tax rate applied to the Company’s year to date income and is adjusted for discrete items recorded in the period. For the six months ended June 30, 2026, and 2025, the Company’s effective tax rate was 0% for both periods.

On a hypothetical combined basis, the Company would have recorded income tax expense of $0 for the six months ended June 30, 2026, and 2025.

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and tax credits in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses and tax credits may be limited as prescribed under Internal Revenue Code Section 382 and 383 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses or tax credits that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The Acquisition constitutes an ownership change under IRC Section 382 with respect to InstaMortgage’s Pre-Acquisition net operating loss carryforwards. The annual limitation on InstaMortgage’s ability to utilize these carryforwards is being determined and is not yet finalized. Because the combined entity’s net deferred tax assets, including InstaMortgage’s net operating loss carryforwards, are subject to a full valuation allowance, any limitation resulting from this analysis would not affect the pro forma income tax provision presented above.