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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): July 18, 2025
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
$0.86 per share |
|
RELI |
|
The NASDAQ Capital Market |
| Series A Warrants to purchase
shares of Common Stock, par value $0.86 per share |
|
RELIW |
|
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.
Director
Compensation Adjustments
On
July 18, 2025, the Compensation Committee of the Board of Directors of Reliance Global Group, Inc. (the “Company”), upon
recommendation of the Compensation Committee, approved an increase in annual cash compensation for the Company’s non-employee directors.
Effective immediately, each outside director will receive a base annual cash retainer of $52,000. Directors who serve as committee chairs
will receive additional annual fees, resulting in the following total annual cash compensation:
| Name | |
Committee Chair | |
New Total Cash Compensation | | |
Prior Total Cash Compensation | |
| Scott Korman | |
Audit Committee | |
$ | 66,000 | | |
$ | 51,000 | |
| Ben Fried | |
Compensation Committee | |
$ | 63,000 | | |
$ | 49,000 | |
| Sheldon Brickman | |
Nominating Committee | |
$ | 60,000 | | |
$ | 47,000 | |
| Alex Blumenfrucht | |
None | |
$ | 52,000 | | |
$ | 45,000 | |
Each
of the four non-employee directors also received a grant of restricted stock units (“RSUs”) under the Company’s 2025
Equity Incentive Plan, with a grant date value of $98,000, representing 66,486 RSUs based on the Nasdaq Minimum Price of the Company’s
common stock on the grant date. The RSUs vested in full on July 23, 2025.
Executive
Officer Equity Awards
On
July 18, 2025, the Compensation Committee of the Board of Directors of Reliance Global Group, Inc. approved equity awards under the Company’s
2025 Equity Incentive Plan to the Company’s named executive officers. Each award consisted of restricted stock units (“RSUs”)
that represent the right to receive one share of the Company’s common stock per unit, subject to time-based vesting. Except as
otherwise previously disclosed, no bonuses, salary adjustments, or other new compensatory arrangements were approved in connection with
these grants.
The
following grants were made to the Company’s named executive officers:
| Name | |
Title | |
Grant Date
Value ($) | | |
RSUs
Granted | | |
Vesting Schedule |
| Ezra Beyman | |
Chief Executive Officer | |
$ | 1,058,000 | | |
| 717,775 | | |
Eight equal bi-monthly installments from October 15, 2025 through January 31, 2026 |
| Joel Markovits | |
Chief Financial Officer | |
$ | 315,000 | | |
| 213,704 | | |
Same as above |
| Yaakov Beyman | |
VP, Insurance Operations | |
$ | 275,000 | | |
| 186,567 | | |
Same as above |
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: July
24, 2025 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra Beyman |
| |
|
Chief Executive Officer |
