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  4. [8-K] Reliance Global Group, Inc. Reports Material Event

Reliance Global Group (NASDAQ: EZRA) expands equity plan to 16M shares and clears share issuance cap

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Reliance Global Group, Inc. reported results from its 2026 Annual Meeting of Stockholders, held via live webcast. As of March 5, 2026, there were 21,253,013 common shares outstanding and entitled to vote, and 9,591,634 shares were represented, about 45.13% of those eligible.

Stockholders elected five directors to serve until the 2027 annual meeting and ratified Urish Popeck & Co., LLC as independent auditor for the year ending December 31, 2026. Each director nominee received over 3.27 million votes for, with substantial broker non-votes.

Investors also approved an amendment to the 2025 Equity Incentive Plan, increasing shares available for issuance by 14,000,000, from 2,000,000 to 16,000,000. In a separate proposal, stockholders approved issuing common shares in excess of the Nasdaq Exchange Cap under a Common Stock Purchase Agreement dated August 26, 2025, as amended.

Positive

  • None.

Negative

  • Large increase in equity plan shares: The 2025 Equity Incentive Plan share reserve was expanded by 14,000,000 shares, from 2,000,000 to 16,000,000, creating substantial potential dilution relative to 21,253,013 shares outstanding as of March 5, 2026.
  • Approval of share issuance above Nasdaq Exchange Cap: Stockholders authorized issuing common shares in excess of the Exchange Cap under a Common Stock Purchase Agreement dated August 26, 2025, as amended, adding further potential dilution through future stock issuances.

Insights

Shareholders approved significant potential equity dilution through plan expansion and a purchase agreement.

Reliance Global Group secured stockholder approval for two major equity actions. The 2025 Equity Incentive Plan share pool rises by 14,000,000 shares, from 2,000,000 to 16,000,000, while total shares outstanding were 21,253,013 as of March 5, 2026.

Separately, investors approved issuing common stock above the Nasdaq Exchange Cap under an existing Common Stock Purchase Agreement dated August 26, 2025, as amended. These approvals give the company flexibility to issue a large number of additional shares through compensation and capital-raising structures.

Only 9,591,634 shares, about 45.13% of those entitled, were present or represented, so a relatively limited portion of the shareholder base determined these outcomes. Future disclosures will be needed to see how quickly and to what extent the company uses these expanded issuance capacities.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 21,253,013 shares Common stock outstanding and entitled to vote as of March 5, 2026
Shares represented at meeting 9,591,634 shares Present in person or by proxy, about 45.13% of entitled shares
Equity plan increase 14,000,000 shares Increase in 2025 Equity Incentive Plan pool from 2,000,000 to 16,000,000 shares
Equity plan new total 16,000,000 shares Total shares available under 2025 Equity Incentive Plan after amendment
Auditor ratification for votes 9,156,532 votes Votes for ratifying Urish Popeck & Co., LLC for fiscal 2026
Nasdaq Rule 5635(d) approval votes 2,865,554 votes Votes for approving share issuance above Exchange Cap under the purchase agreement
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
Equity Incentive Plan financial
"The amendment to the Company’s 2025 Equity Incentive Plan, to increase the number of shares"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Nasdaq Listing Rule 5635(d) regulatory
"Approval of Share Issuance under Nasdaq Listing Rule 5635(d)"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
Exchange Cap regulatory
"in excess of the Exchange Cap for purposes of Nasdaq Listing Rule 5635(d)"
Broker Non-Votes financial
"Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Inspector of Elections regulatory
"the final voting results, as certified by the Inspector of Elections, are set forth below"
An inspector of elections is an independent person or firm appointed to oversee and verify shareholder voting at corporate meetings, ensuring ballots and proxies are collected, validated and accurately counted. Like a neutral referee or scoreboard operator, they protect the integrity of votes that decide board members, mergers or other major actions, so investors can trust that outcomes reflect the true will of shareholders.
Understanding 8-K Material Events →
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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): May 6, 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On May 6, 2026, Reliance Global Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) via live webcast. As of March 5, 2026, the record date for the Annual Meeting, there were 21,253,013 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 9,591,634 shares were present in person or represented by proxy, constituting approximately 45.13% of the shares entitled to vote and a quorum for the transaction of business.

 

The following matters were voted upon at the Annual Meeting, and the final voting results, as certified by the Inspector of Elections, are set forth below.

 

Proposal 1 — Election of Directors

 

The following five director nominees were elected to serve until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

 

Nominee  Votes For  Votes Against  Votes Abstained  Broker Non-Votes
Ezra Beyman  3,409,300  0  279,979  5,902,355
Alex Blumenfrucht  3,296,777  0  392,502  5,902,355
Scott Korman  3,300,626  0  388,653  5,902,355
Ben Fruchtzweig  3,275,234  0  414,045  5,902,355
Sheldon Brickman  3,332,419  0  356,860  5,902,355

 

Proposal 2 — Ratification of Independent Registered Public Accounting Firm

 

The appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
9,156,532   105,481   329,621   0

 

Proposal 3 — Approval of Amendment to 2025 Equity Incentive Plan

 

The amendment to the Company’s 2025 Equity Incentive Plan, to increase the number of shares of common stock available for issuance thereunder by 14,000,000 shares, from 2,000,000 shares to 16,000,000 shares, was approved:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
2,780,312   789,931   119,036   5,902,355

 

Proposal 4 — Approval of Share Issuance under Nasdaq Listing Rule 5635(d)

 

The issuance of shares of the Company’s common stock in excess of the Exchange Cap for purposes of Nasdaq Listing Rule 5635(d), pursuant to that certain Common Stock Purchase Agreement dated as of August 26, 2025, as amended, was approved:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
2,865,554   717,894   105,831   5,902,355

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

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: May 7, 2026  
     
By: /s/ Ezra Beyman  
Name: Ezra Beyman  
Title: Chief Executive Officer  

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Reliance Global Group (EZRA) approve at the 2026 Annual Meeting?

Stockholders elected five directors, ratified Urish Popeck & Co., LLC as auditor, expanded the 2025 Equity Incentive Plan to 16,000,000 shares, and approved issuing common stock above the Nasdaq Exchange Cap under a Common Stock Purchase Agreement dated August 26, 2025, as amended.

How many Reliance Global Group (EZRA) shares were eligible and represented at the meeting?

As of March 5, 2026, 21,253,013 common shares were outstanding and entitled to vote. At the meeting, 9,591,634 shares were present in person or by proxy, representing approximately 45.13% of the shares entitled to vote, which constituted a quorum for business.

How much did Reliance Global Group (EZRA) increase its 2025 Equity Incentive Plan?

Stockholders approved increasing the 2025 Equity Incentive Plan share pool by 14,000,000 shares, taking it from 2,000,000 to 16,000,000 shares. This significantly expands the number of common shares available for future equity awards to directors, officers, employees, or other eligible participants.

What auditor did Reliance Global Group (EZRA) shareholders ratify for 2026?

Stockholders ratified Urish Popeck & Co., LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received 9,156,532 votes for, 105,481 votes against, and 329,621 abstentions, with no broker non-votes reported on this proposal.

What is the Nasdaq Listing Rule 5635(d) share issuance approved for EZRA?

Stockholders approved issuing common shares in excess of the Nasdaq Exchange Cap for Nasdaq Listing Rule 5635(d) purposes under a Common Stock Purchase Agreement dated August 26, 2025, as amended. The proposal received 2,865,554 votes for, 717,894 against, 105,831 abstentions, and 5,902,355 broker non-votes.

Who was elected to the Reliance Global Group (EZRA) board at the 2026 meeting?

Ezra Beyman, Alex Blumenfrucht, Scott Korman, Ben Fruchtzweig, and Sheldon Brickman were elected as directors to serve until the 2027 Annual Meeting or until successors are elected. Each nominee received over 3.27 million votes for, with several million broker non-votes listed on each director proposal.

Filing Exhibits & Attachments

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