false
0001812727
0001812727
2026-06-18
2026-06-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 18, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
June 18, 2026, the Board of Directors (the “Board”) of Reliance Global Group, Inc. (the “Company”) appointed
Judah Korman as Chief Operating Officer of the Company and Zack Wilder as Chief Technology Officer of the Company, and promoted Mordy
Beyman to Vice President of the Company, in each case effective June 18, 2026.
Judah
Korman — Chief Operating Officer
Mr.
Judah Korman, age 34, was appointed to serve as the Company’s Chief Operating Officer. Mr. Korman has more than a decade of experience
founding, building and scaling consumer technology, marketplace and platform businesses, and in capital raising and investment activities
across the consumer technology, logistics, life sciences and real estate sectors. Since 2024, Mr. Korman has served as Founder and Chief
Executive Officer of Chatcast, a consumer media application. Since 2023, Mr. Korman has led capital-raising activities for Innervate
Radiopharmaceuticals, a venture-backed biotechnology company. From 2018 to 2023, he served as Founder and Chief Investment Officer of
JMK Capital, a real estate investment and development firm. From 2020 to 2023, he served as Founder and Chief Executive Officer of Famclub,
a creator mini-series platform. From 2013 until its acquisition in 2020, he served as Founder of Cinch Delivery Co., a mobile logistics
and delivery marketplace. Earlier in his career, from 2016 to 2018, he served as a private equity analyst at Nashone Inc.
Mr.
Judah Korman is the son of Scott Korman, a member of the Company’s Board of Directors. Other than as described below under “Related
Party Transaction,” there are no other family relationships between Mr. Judah Korman and any director or executive officer of the
Company required to be disclosed under Item 401(d) of Regulation S-K.
Related
Party Transaction. In connection with his appointment, the Company has agreed to provide compensatory arrangements to Mr. Judah Korman
as described below under “Compensatory Arrangements.” Because Mr. Judah Korman is an immediate family member of Scott Korman,
a director of the Company, his employment and the related compensation constitute a related party transaction for purposes of Item 404(a)
of Regulation S-K. The aggregate value of Mr. Korman’s annual compensation arrangement, consisting of a base salary of $300,000
and an annual equity award having a grant-date value of $300,000, exceeds $120,000. The terms of Mr. Korman’s appointment and compensation
were reviewed and approved by the disinterested members of the Board, with Scott Korman recusing himself from the deliberation and approval
of the matter. In addition, Mr. Judah Korman serves as a manager of LifeSci Global Group LLC (“LifeSci Global”), a subsidiary
of the Company’s EZRA International Group platform, in which the Company holds an investment and which is led by Scott Korman,
a director of the Company. Mr. Judah Korman holds no equity, membership or other financial interest in LifeSci Global, receives no compensation
for serving as a manager thereof, and disclaims beneficial ownership of, and any pecuniary interest in, the equity, assets and investments
of LifeSci Global, including its investment in Innervate Radiopharmaceuticals.
Compensatory
Arrangements. In connection with his appointment as Chief Operating Officer, the Company agreed to provide Mr. Korman with an annual
base salary of $300,000 and an annual equity award having a grant-date value of $300,000, with the number of underlying shares to be
determined based on the grant-date value of the Company’s common stock and the awards to be granted under, and subject to the terms
of, the Company’s 2025 Equity Incentive Plan, as amended (the “2025 Plan”). As an initial tranche of such annual equity
award, on June 24, 2026 the Compensation Committee of the Board granted Mr. Korman 21,941 shares of restricted Common Stock under the
2025 Plan, vesting in substantially equal installments on July 1, July 15, August 4, August 18, September 1 and September 15, 2026. As
of the date of this Current Report, the Company and Mr. Korman have not entered into a written employment agreement with respect to the
foregoing arrangement. If the Company and Mr. Korman enter into a written agreement in the future, the Company will file or incorporate
such agreement as required and disclose its material terms.
There
are no arrangements or understandings between Mr. Judah Korman and any other persons pursuant to which he was selected as an officer,
other than as described above. Except as described above, there are no transactions involving Mr. Judah Korman that would require disclosure
under Item 404(a) of Regulation S-K.
Zack
Wilder — Chief Technology Officer
Mr.
Zack Wilder, age 39, was appointed to serve as the Company’s Chief Technology Officer. Mr. Wilder is a software engineer with experience
building and leading the development of consumer-facing and developer-facing software platforms in the financial technology sector. From
September 2025 to June 2026, Mr. Wilder served as a Frontend Tech Lead at Capital One, a diversified financial services company, where
he led the architecture and implementation of card-based authentication products and related developer tools. From April 2021 to April
2024, Mr. Wilder served as a Software Engineer at Coinbase, a cryptocurrency exchange and developer platform, where he designed and implemented
frontend infrastructure for the Coinbase Developer Platform, including automated testing and metrics frameworks. From April 2024 to September
2025, Mr. Wilder was not employed on a full-time basis and devoted his time to independent software development projects. Earlier in
his career, Mr. Wilder served as a Software Engineer at Blink Health, a healthcare technology company, from December 2018 to March 2020,
and at Simplifeye, a healthcare software company, from April 2018 to November 2018. Mr. Wilder does not currently serve, and has not
during the past five years served, as a director of any company with a class of securities registered under the Securities Exchange Act
of 1934, as amended, or subject to the requirements of Section 15(d) thereof, or of any registered investment company.
Family
Relationships. There are no family relationships between Mr. Wilder and any director or executive officer of the Company required
to be disclosed under Item 401(d) of Regulation S-K.
Related
Party Transactions. There are no transactions involving Mr. Wilder that would require disclosure under Item 404(a) of Regulation
S-K.
Compensatory
Arrangements. In connection with his appointment as Chief Technology Officer, the Company agreed to provide Mr. Wilder with an annual
base salary of $300,000 and an annual equity award in the form of restricted Common Stock having a grant-date value of $300,000, with
the number of underlying shares to be determined based on the grant-date value of the Company’s common stock and the awards to
be granted under, and subject to the terms of, the 2025 Plan. No shares were granted to Mr. Wilder in the Compensation Committee’s
June 24, 2026 grant described below, and the number of shares underlying, and the vesting schedule for, Mr. Wilder’s equity award
remain to be determined. As of the date of this Current Report, the Company and Mr. Wilder have not entered into a written employment
agreement with respect to the foregoing arrangement. If the Company and Mr. Wilder enter into a written agreement in the future, the
Company will file or incorporate such agreement as required and disclose its material terms.
There
are no arrangements or understandings between Mr. Wilder and any other persons pursuant to which he was selected as an officer.
Mordy
Beyman — Vice President
Mr.
Mordy Beyman, age 29, was promoted to serve as a Vice President of the Company. Mr. Beyman has served with the Company since September
2024, most recently as its Director of Business Development in which capacity he has focused on business development and strategic initiatives
for the Company. Prior to joining the Company, Mr. Beyman devoted himself to full-time religious and academic study, attending the Mir
Yeshiva in Jerusalem, Israel, and Beth Medrash Govoah in Lakewood, New Jersey, from 2019 through 2024. Mr. Beyman does not currently
serve, and has not during the past five years served, as a director of any company with a class of securities registered under the Securities
Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) thereof, or of any registered investment company.
Family
Relationship. Mr. Mordy Beyman is the son of Ezra Beyman, the Chairman of the Board and Chief Executive Officer of the Company. Other
than as described below under “Related Party Transaction,” there are no other family relationships between Mr. Mordy Beyman
and any director or executive officer of the Company required to be disclosed under Item 401(d) of Regulation S-K.
Related
Party Transaction. In connection with his promotion, the Company has agreed to provide compensatory arrangements to Mr. Mordy Beyman
as described below under “Compensatory Arrangements.” Because Mr. Mordy Beyman is an immediate family member of Ezra Beyman,
the Chairman of the Board and Chief Executive Officer of the Company, his employment and the related compensation constitute a related
party transaction for purposes of Item 404(a) of Regulation S-K. The aggregate value of Mr. Mordy Beyman’s annual compensation
arrangement, consisting of a base salary of $150,000 and an annual equity award having a grant-date value of $150,000, exceeds $120,000.
The terms of Mr. Mordy Beyman’s promotion and compensation were reviewed and approved by the disinterested members of the Board,
with Ezra Beyman recusing himself from the deliberation and approval of the matter.
Compensatory
Arrangements. In connection with his promotion to Vice President, the Company agreed to provide Mr. Mordy Beyman with an annual base
salary of $150,000 and an annual equity award in the form of restricted Common Stock having a grant-date value of $150,000, with the
number of underlying shares to be determined based on the grant-date value of the Company’s common stock and the awards to be granted
under, and subject to the terms of, the 2025 Plan. As an initial tranche of such annual equity award, on June 24, 2026 the Compensation
Committee of the Board granted Mr. Mordy Beyman 7,314 shares of restricted Common Stock under the 2025 Plan, vesting in substantially
equal installments on July 1, July 15, August 4, August 18, September 1 and September 15, 2026. As of the date of this Current Report,
the Company and Mr. Mordy Beyman have not entered into a written employment agreement with respect to the foregoing arrangement. If the
Company and Mr. Mordy Beyman enter into a written agreement in the future, the Company will file or incorporate such agreement as required
and disclose its material terms.
There
are no arrangements or understandings between Mr. Mordy Beyman and any other persons pursuant to which he was selected as an officer,
other than as described above. Except as described above, there are no transactions involving Mr. Mordy Beyman that would require disclosure
under Item 404(a) of Regulation S-K.
Compensation
of Chief Executive Officer
On
June 25, 2026, the Compensation Committee of the Board, comprised solely of independent directors, approved the compensation of Ezra
Beyman, the Company’s Chairman and Chief Executive Officer, effective July 1, 2026. As approved, Mr. Beyman’s annual compensation
consists of: (i) an annual base salary of $513,000; (ii) a target annual cash bonus of $593,000, payable in monthly installments and
determined by the Compensation Committee in its discretion based on its evaluation of the performance of the Company and its business
lines; (iii) a fully vested stock award having an aggregate grant-date value of $1,058,000, to be issued under the 2025 Plan, with the
number of shares to be determined by reference to the closing price of the Company’s common stock on the applicable grant date;
and (iv) payment by the Company of the annual premium, in the amount of $45,000, on a $1,000,000 life insurance policy on Mr. Beyman’s
life, payable in monthly installments. The components of Mr. Beyman’s compensation are unchanged from those in effect during the
prior year, other than the addition of the life insurance premium described in clause (iv).
The 151,575
shares of restricted Common Stock granted to Mr. Beyman on June 24, 2026, described under “Equity Grants to Directors and
Officers” below, were granted as a component of, and are reflected in, the overall compensation approved by the Compensation
Committee on June 25, 2026 as described above. The net remaining fully vested stock award described in clause (iii) above had
not been granted as of the date of this Current Report. In approving Mr. Beyman’s compensation, the Compensation
Committee reviewed and relied upon the written analysis and market benchmarking data of Meridian Compensation Partners, LLC, an
independent compensation consultant engaged by the Compensation Committee, which concluded that the compensation is reasonable and
within market norms. As Mr. Beyman’s compensation relates to the Company’s principal executive officer, who is also a
director, it was approved by the Compensation Committee without the participation of any interested director.
Equity
Grants to Directors and Officers
On
June 24, 2026, the Compensation Committee of the Board approved, and the Company granted, awards of restricted shares of Common Stock
under the 2025 Plan to certain of the Company’s directors, officers and employees, in consideration of services rendered to the
Company, at a grant-date closing price of $3.455 per share. Each such award vests in installments on July 1, July 15, August 4, August
18, September 1 and September 15, 2026, except as otherwise noted below. The number of shares granted to, and the approximate grant-date
value of the award received by, each of the Company’s directors and executive officers is set forth in the following table:
| Name | |
Position | |
Shares
Granted | | |
Approximate Grant-Date Value | |
| Ezra Beyman | |
Chairman and Chief Executive Officer | |
| 151,575 | | |
$ | 523,691 | |
| Joel Markovits | |
Chief Financial Officer | |
| 23,039 | | |
$ | 79,600 | |
| Yaakov Beyman | |
Executive Vice President, Insurance Division | |
| 20,113 | | |
$ | 69,490 | |
| Judah Korman | |
Chief Operating Officer | |
| 21,941 | | |
$ | 75,806 | |
| Mordy Beyman | |
Vice President | |
| 7,314 | | |
$ | 25,270 | |
| Scott Korman | |
Director | |
| 7,168 | | |
$ | 24,765 | |
| Ben Fruchtzweig | |
Director | |
| 7,168 | | |
$ | 24,765 | |
| Sheldon Brickman | |
Director | |
| 7,168 | | |
$ | 24,765 | |
| Alex Blumenfrucht | |
Director | |
| 7,168 | | |
$ | 24,765 | |
The
shares granted to Mr. Scott Korman vested in full on July 1, 2026. The grants to Mr. Judah Korman and Mr. Mordy Beyman represent the
initial tranches of the annual equity awards described above under their respective biographies. The Compensation Committee, which is
composed solely of independent directors (Messrs. Fruchtzweig, Brickman and Blumenfrucht), approved the foregoing grants. Because each
of Ezra Beyman, Yaakov Beyman, Mordy Beyman and Judah Korman is an executive officer who is an immediate family member of the Chairman
and Chief Executive Officer or of a director, and because Scott Korman is a director, the equity awards to such persons constitute related
party transactions for purposes of Item 404(a) of Regulation S-K. The Company also granted restricted shares of Common Stock under the
2025 Plan on June 24, 2026 to certain non-executive employees, which grants are not required to be, and are not, separately disclosed
herein.
Item
7.01 Regulation FD Disclosure.
On
June 22, 2026, the Company issued a press release announcing the leadership appointments described in Item 5.02 above. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information set forth under 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 of the Company under the Securities
Act of 1933, as amended, 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
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Reliance Global Group, Inc., dated June 22, 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. |
| |
|
|
| Date:
June 25, 2026 |
|
|
| |
|
|
| |
By: |
/s/
Ezra Beyman |
| |
Name:
|
Ezra
Beyman |
| |
Title:
|
Chief
Executive Officer |
Exhibit
99.1

RELIANCE
GLOBAL GROUP NAMES CTO FROM COINBASE AND CAPITAL ONE TO LEAD AI-POWERED INSURANCE PRODUCT DEVELOPMENT AND AGENCY ROLL-UP STRATEGY
Appointments
of Zack Wilder as CTO, Judah Korman as COO, and Mordy Beyman as Executive Vice President to advance dual strategy: In-house development
of planned AI-native insurance products and AI-powered agency acquisition roll-up
LAKEWOOD,
NJ — June 22, 2026 — Reliance Global Group, Inc. (NASDAQ: EZRA), an Insurtech company that acquires independent
insurance agencies, consolidates them into a unified network, and supports them with a technology platform, today announced the appointments
of Judah Korman as Chief Operating Officer, Zack Wilder as Chief Technology Officer, and Mordy Beyman as Executive Vice President, alongside
two additional engineers who join Wilder in forming the company’s newly established AI product development team. As previously
announced, Moshe Fishman, Senior Vice President of Insurtech, completes the team, bringing fluency in emerging Insurtech infrastructure
that is transforming traditional insurance operations.
The
appointments mark a next step in Reliance’s strategic direction: the development of AI-native insurance products intended for mass-market
distribution and an AI-powered insurance agency acquisition roll-up. The appointments build on several years of execution, during which
Reliance has acquired a network of independent agencies and developed the technology platform that it intends to serve as the foundation
for its AI expansion.
“Reliance
was founded on the belief that insurance, one of the largest and most entrenched industries in the world, was overdue for a fundamental
rethinking. We started by embedding technology into the agency model, and the results validated that thesis. Now we are going further:
running our acquisition roll-up through an AI backbone, and investing in insurance products that we believe AI has made possible for
the first time. Judah, Zack, Mordy, Moshe and the engineering team they are building are the right people to lead that chapter,”
said Ezra Beyman, Chief Executive Officer of Reliance Global Group.
Reliance
is entering its next phase of growth with a dual mandate, with artificial intelligence as the strategic framework connecting both pillars.
The first is an AI-powered insurance agency acquisition roll-up — building upon Reliance’s existing business of acquiring
independent agencies and integrating them onto a centralized operating platform designed to automate workflows, enhance underwriting,
and extract compounding value from each agency’s data and operations. The second is the development of AI-native insurance products
built for digital-first distribution at scale. The Company believes AI is not a feature layer added to either strategy; it is the architecture
both are designed around.
The
Company believes the roll-up model is meaningfully differentiated when powered by AI. Traditional insurance consolidators often face
diminishing returns as acquired agencies require heavy operational integration and manual management. Reliance’s approach is designed
to use automation and data intelligence to streamline back-office operations, improve coverage routing, and generate performance intelligence
across the agency network, with the goal of compressing integration timelines and improving acquisition economics relative to conventional
roll-up strategies.
The
AI-native product is the company’s second approach: insurance products intended to be conceived entirely around artificial intelligence,
not adapted from legacy models. This approach is expected to use AI for risk selection and pricing, to deploy conversational AI to replace
traditional quoting and binding workflows, and to build data infrastructure that improves with every policy written. These are not incremental
improvements to existing products; they are intended to be new products that the Company believes recent advances in AI have made possible.
The
two pillars are designed to reinforce each other. Acquired agencies contribute carrier relationships, books of business, and proprietary
data. The platform and in-house products, in turn, are intended to make each acquired agency more efficient and competitive. Reliance
believes this positions the Company distinctly from both traditional consolidators and pure-play Insurtech companies operating without
established distribution scale.
Leadership
Appointments
Judah
Korman — Chief Operating Officer
Korman
joins as Chief Operating Officer with responsibility for scaling Reliance’s operating model across its growing network of AI-powered
agencies and platforms. He brings a decade of experience building and exiting technology companies, with a track record that spans founding
and scaling a mobile logistics marketplace to a successful acquisition, building and growing numerous consumer apps, and serving as a
private equity analyst on leveraged buyout transactions. He brings deep expertise in the operational complexity of scaling multi-sided
platforms. In this role, Korman will focus on translating Reliance’s AI strategy into operating discipline across agency integration,
workflow centralization, performance management and scalable execution.
Zack
Wilder — Chief Technology Officer
Wilder
joins as Chief Technology Officer with extensive fintech experience, having led major engineering initiatives at Coinbase and Capital
One in support of core financial and authentication infrastructure at two security-intensive platforms in financial services. At Reliance,
Wilder’s mandate is to turn the Company’s AI strategy into product architecture, engineering execution and scalable technology
infrastructure — encompassing the AI platform powering the acquisition roll-up and the build-out of AI-native insurance products.
His background building regulated, high-stakes financial infrastructure positions him to move with speed and precision in an industry
where compliance and security are non-negotiable.
Wilder
is joined by two additional engineers who form the founding members of Reliance’s AI product development team. The team’s
initial focus is building the core AI infrastructure that will power both the agency roll-up platform and the Company’s first AI-native
insurance products.
Mordy
Beyman — Executive Vice President
Beyman
advances to Executive Vice President of Reliance Global Group, formalizing a role he has held in practice for some time. He has been
closely involved in shaping Reliance’s long-term strategic vision, including its positioning in technology and the investments
that underpin its current AI initiative. Beyman’s involvement in the architecture of this new chapter — from identifying
the AI opportunity to guiding the leadership build-out — makes his formal appointment a natural extension of the work already underway.
In his role as Executive Vice President, Beyman will focus on coordinating strategic execution across the leadership team, technology
roadmap and broader AI initiative.
Together,
the appointments are designed to give Reliance the ability to execute across product development, agency integration, technology infrastructure
and AI-enabled operating efficiency.
“Insurance
distribution has been resistant to the kind of operational transformation that technology has brought to other areas of financial services.
What Reliance has built is a genuine foundation for the agency network, the carrier relationships, and now the AI platform to centralize
and amplify it all. An AI-powered roll-up is designed to be a meaningfully different proposition from a traditional consolidation play.
The economics are designed to compound differently, the integration timelines are designed to compress, and the data advantage widens
with every acquisition. “ said Korman.
“I
spent years at Capital One building infrastructure for an industry most people thought was too complex and too regulated to change quickly.
Insurance is in a similar position today, and AI is now mature enough to do more than automate workflows. It can reimagine what an insurance
product looks like, how it is priced, and how it reaches a customer. That is what we are building at Reliance, starting with a solid
foundation and a head start on the rest of the industry,” said Wilder.
“I
have been part of building this vision for some time, and what excites me most is that the timing is right. The AI tools available today
are genuinely capable of transforming how insurance is distributed and how products are built. Reliance has the carrier relationships,
the agency network that is licensed across the United States, and now the team to execute on that. My focus is making sure this initiative
scales with the ambition behind it,” said Beyman.
About
Reliance Global Group
Reliance
Global Group, Inc. (NASDAQ: EZRA) is an Insurtech company that acquires independent insurance agencies, consolidates them into a unified
network, and supports them with a technology platform. The company is pursuing an AI-powered acquisition roll-up strategy intended to
bring independent agency distribution onto a centralized AI platform, while simultaneously seeking to develop AI-native insurance products
for mass-market distribution. For more information, visit www.relianceglobalgroup.com.
Media
Contact
Michael
Goldberg - michael@mmstratcomms.com
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,”
“believe,” “expect,” “estimate,” “plan,” “intend,” “will,” “designed
to,” “intended to,” “seeking to,” “positions,” and similar expressions, and include all statements
that are not statements of historical fact. These forward-looking statements include, but are not limited to, statements regarding: the
Company’s dual strategy of an AI-powered insurance agency acquisition roll-up and the planned development of AI-native insurance
products; the anticipated benefits of integrating acquired agencies onto a centralized AI-driven operating platform, including automation
of workflows, enhanced underwriting, and the extraction of value from agency data and operations; the Company’s belief that its
AI-powered roll-up approach is meaningfully differentiated from conventional roll-up strategies and may compress integration timelines
and improve acquisition economics; the expectation that the Company’s two strategic pillars will reinforce one another; the development,
capabilities, pricing, distribution, and market acceptance of the Company’s contemplated AI-native insurance products; the Company’s
ability to scale acquisitions and execute on its growth strategy; and the anticipated contributions of the newly appointed members of
the leadership team and engineering personnel.
Forward-looking
statements are based on the Company’s current expectations and assumptions and are subject to known and unknown risks, uncertainties,
and other factors that could cause actual results, performance, or achievements to differ materially from those expressed or implied
by such statements. Such risks and uncertainties include, among others: the Company’s ability to develop, deploy, and commercialize
AI-based platforms and products on the timelines or with the capabilities currently anticipated, or at all; the risk that the anticipated
economic, operational, and integration benefits of an AI-powered roll-up are not realized; the Company’s ability to identify, finance,
complete, and integrate agency acquisitions; the Company’s need for, and ability to obtain, additional capital to fund its strategy;
the evolving regulatory environment applicable to insurance, artificial intelligence, and data use; competition from both traditional
consolidators and Insurtech companies; the Company’s ability to attract and retain qualified personnel, including the newly appointed
officers; and the risk factors discussed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”).
For
a more detailed discussion of these and other risks and uncertainties, investors should review the disclosures contained under the heading
“Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in the
Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the SEC and available at
www.sec.gov.
The
forward-looking statements in this press release speak only as of the date hereof. Except as required by law, the Company undertakes
no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Readers are cautioned not to place undue reliance on these forward-looking statements.