[8-K] Reliance Global Group, Inc. Series A Warrants Reports Material Event

Rhea-AI Filing Summary

Sysco Corporation (SYY) – Form 4, filed 24 Jul 2025: EVP & CHRO Ronald L. Phillips exercised three tranches of employee stock options on 23 Jul 2025—30,358 shares at $76.94, 962 shares at $69.95, and 6,286 shares at $74.85 (total 37,606 shares). He simultaneously sold the same number of shares at a fixed price of $81.00 under a pre-arranged Rule 10b5-1 plan.

• Gross sale proceeds: ≈ $3.04 million.
• Exercise cost: ≈ $2.87 million.
• Estimated pre-tax spread: ≈ $0.17 million.
• Post-transaction common shares owned: 30,234.963 (down ≈ 55%).
• Remaining vested options: 1,922 at $69.95 (exp. 9 Sep 2033) and 12,571 at $74.85 (exp. 9 Aug 2033); the $76.94 grant is fully exercised.

The filing signals a sizable reduction in the insider’s direct equity stake, though sales were executed via a 10b5-1 plan, mitigating concerns about timing. No new option grants or company-level financial data are disclosed.

Positive

• None.

Negative

• Insider reduced direct ownership by ~37,600 shares, a ~55 % drop, which could be interpreted as weakening alignment with shareholders.

Insights

Securities Analyst

TL;DR – Neutral: routine 10b5-1 option exercise coupled with ~$3 m sale; insider stake halved.

Phillips monetised 37.6 k shares, pocketing a modest spread while trimming his direct ownership to ~30 k shares. Because transactions were pre-scheduled under Rule 10b5-1, market-timing risk is low. However, a ~55 % reduction in holdings can still be viewed as a mild negative sentiment indicator. The dollar amount (≈ $3 m) is immaterial relative to Sysco’s $38 bn market cap, so the event should not affect valuation.

Corporate Governance Expert

TL;DR – Planned sale limits governance concern; watch pace of future disposals.

Use of an established 10b5-1 plan aligns with best-practice insider-trading controls. The large share sale narrows alignment between the executive and shareholders but still leaves a meaningful residual stake. No red flags on option pricing or grant terms. Overall governance impact is limited.

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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

FAQ

How many Sysco (SYY) shares did EVP Ronald L. Phillips sell on 23 Jul 2025?

He sold 37,606 common shares at $81.00 each.

Were the Sysco insider sales pre-planned?

Yes, all exercises and sales were executed under a Rule 10b5-1 trading plan.

What is Ronald L. Phillips’ remaining Sysco shareholding after the transactions?

He now holds 30,234.963 common shares directly.

How much cash did the insider realize from the sale?

Gross proceeds were approximately $3.04 million.

Does the Form 4 disclose any new option grants?

No; it only reports the exercise and sale of previously granted options.