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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): October 1, 2026
RELIANCE
GLOBAL GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Florida |
|
001-40020 |
|
46-3390293 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
300
Blvd. of the Americas, Suite 105
Lakewood, New Jersey |
|
08701 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(732)
380-4600
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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 $0.086 per share |
|
EZRA |
|
The
NASDAQ Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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
7.01. Regulation FD Disclosure.
On
October 1, 2026, the Company issued a press release announcing the completion of the sale of Altruis Benefit Consulting. A copy of the
press release is furnished as Exhibit 99.1 hereto.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and 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 filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Reliance Global Group, Inc., dated October 1, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
| |
Reliance
Global Group, Inc. |
| |
|
| Dated:
October 5, 2026 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra
Beyman |
| |
|
Chief
Executive Officer |
Exhibit
99.1

Reliance
Global Group Completes Sale of Altruis Benefit Consulting for $8 Million in Cash Plus Up to $1 Million Earnout
Second
Non-Core Agency Sale Completed in September Under the Company’s Portfolio Monetization Strategy
$3.1
Million Secured Promissory Note Paid in Full on September 30, 2026.
LAKEWOOD,
N.J., October 1, 2026 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance,” “EZRA”
or the “Company”), an InsurTech company leveraging artificial intelligence, cloud computing and advanced technologies
to transform the insurance agency/brokerage industry, today announced that it has completed the sale of substantially all of the assets
of its Altruis Benefit Consulting (“Altruis”) subsidiary, a Michigan-based health insurance agency and benefits consulting
business, for a cash purchase price of $8 million, plus an earnout of up to $1 million that may be earned over the three years following
the closing. The $3.1 million secured promissory note delivered by the buyer at closing as part of the purchase price was paid in full
on September 30, 2026.
Key
Terms
| ● | Cash
purchase price plus earnout. Of the $8 million cash purchase price, the Company has received
approximately $7.5 million in cash, including payment in full of the buyer’s $3.1 million
seller note, with the balance of $461,729 held by the buyer as customary indemnity and working
capital holdbacks. In addition, the Company may earn up to $1 million in earnout payments
over the three years following the closing, based on annual revenue growth of the acquired
business. |
| | | |
| ● | Continued
execution of the strategy. The Altruis sale follows the Company’s sale of Southwestern
Montana Insurance Center, which closed on September 11, 2026, and represents continued execution
of the portfolio monetization strategy of non-core agencies. |
| | | |
| ● | Transaction
completed. The sale of Altruis closed on September 23, 2026. |
Strategic
Rationale
Reliance
is engaged in the ongoing evaluation and selective monetization of non-core insurance agency assets to unlock value while accelerating
its evolution into a technology-driven InsurTech company. By selectively monetizing established insurance operations, the Company is
strengthening its balance sheet, improving its financial flexibility and redeploying capital into its proprietary AI platform, RELI Exchange
and other strategic growth initiatives that management believes offer greater long-term growth opportunities. The Altruis sale provides
the Company with an $8 million cash purchase price without the issuance of any shares of Reliance common stock.
“Completing
the Altruis sale, following the Southwestern Montana transaction earlier this month, reflects the steady execution of our portfolio monetization
strategy,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “With the buyer’s seller
note now paid in full, the proceeds strengthen our balance sheet and give us more capacity to invest in our AI platform and the RELI
Exchange network.”
“We
will continue to evaluate opportunities across our agency portfolio,” Mr. Beyman continued. “Our focus is on allocating capital
to the areas we believe offer the greatest long-term value for our shareholders.”
About
Reliance Global Group, Inc.
Reliance
Global Group, Inc. (Nasdaq: EZRA) is an InsurTech company leveraging artificial intelligence, cloud computing and advanced technologies
to transform the insurance agency/brokerage industry. Through its growing portfolio of proprietary AI solutions and insurance operations,
the Company is focused on enhancing operational efficiency, improving customer experiences and creating long-term shareholder value.
Further information about the Company can be found at https://www.relianceglobalgroup.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements other than statements of historical fact and may be identified by the use of words or expressions such as “may,”
“should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,”
“plan,” “believe,” “estimate,” “continue,” “target,” “project,”
“potential,” or similar expressions, or by discussions of strategy, plans or intentions. Forward-looking statements in this
press release include, without limitation, statements regarding: the amount, timing and payment of the earnout consideration, if any;
the release of the indemnity and working capital holdbacks; any post-closing purchase price or working capital adjustments; the anticipated
benefits of the completed sale of Altruis; the Company’s use of proceeds and the anticipated effects of the transaction on the
Company’s cash position, capital structure and financial flexibility; the Company’s portfolio monetization strategy, including
the monetization of mature insurance distribution assets and the redeployment of capital; and the continued development, deployment and
potential commercialization of the Company’s proprietary artificial intelligence platform and its RELI Exchange InsurTech platform.
These
statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other factors,
many of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize, or should any underlying
assumptions prove incorrect, actual results may differ materially from those expressed or implied by these forward-looking statements.
Such
risks and uncertainties include, without limitation: the risk that the earnout consideration is not earned or paid, in whole or in part;
the risk of post-closing purchase price or working capital adjustments or indemnification claims, including against the holdback amounts;
the loss of the revenue and operating cash flow historically contributed by Altruis and the resulting impact on the Company’s consolidated
results of operations; the risk that net proceeds available to the Company are less than anticipated after transaction expenses and income
taxes, including any limitation on the Company’s ability to utilize net operating loss carryforwards; the risk that the Company
is unable to redeploy capital into initiatives that generate the anticipated returns; the Company’s ability to maintain compliance
with the continued listing standards of The Nasdaq Capital Market; the Company’s ability to access additional capital on acceptable
terms, or at all; the development, deployment, market acceptance and potential commercialization of the Company’s proprietary artificial
intelligence technologies; competition, regulatory developments and other risks affecting the insurance brokerage and InsurTech industries;
and general business, economic, market and geopolitical conditions. Additional information regarding these and other factors that may
cause actual results to differ materially is included under the heading “Risk Factors” in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2025, as amended, and in the Company’s subsequent Quarterly Reports on Form 10-Q and
other filings with the Securities and Exchange Commission, copies of which are available free of charge at www.sec.gov.
Readers
are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements in this press release speak only
as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Investor
Relations Contact:
Crescendo
Communications, LLC
Tel:
+1 (212) 671-1020
Email:
EZRA@crescendo-ir.com
###