Reliance Global Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 10, 2026
EZRA$2.11+2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-07.
0001493152-25-009445
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-10.
0001493152-26-009536
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 75 previous paragraphs and 58 current paragraphs.
33 unchanged; 6 reworded; 19 added; 35 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Reliance Global Group, Inc. operates as a holding company that acquires, owns, and actively manages insurance distribution and technology-oriented businesses. Historically, the Company’s primary operations have consisted of the ownership and operation of wholesale and retail insurance agencies and related InsurTech platforms, including RELI Exchange and 5MinuteInsure.com.
Current report
During 2025, the Company undertook a series of portfolio and capital structure initiatives, including the sale of certain insurance brokerage assets, repayment of a significant portion of its outstanding indebtedness, and access to additional equity capital through committed facilities and public offerings. These actions were intended to streamline operations, strengthen the balance sheet, and support future growth initiatives.
Current report
In January 2026, the Company launched EZRA International Group and introduced its Scale51 structured acquisition model, under which the Company may pursue majority ownership positions in technology-driven businesses. The Company intends to continue operating its insurance platform as its foundational cash flow base while selectively evaluating expansion opportunities consistent with its holding company framework.
Current report
The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this Annual Report.
Current report
Strategic Investment Initiatives
Current report
In January 2026, the Company launched EZRA International Group and introduced its Scale51 operating model, under which the Company intends to pursue majority ownership positions in technology-driven businesses while continuing to operate its insurance brokerage and InsurTech platforms as its operational base.
Current report
On February 23, 2026, the Company completed the initial closing of its investment in Enquantum Ltd., a cybersecurity company developing post-quantum encryption and next-generation data protection technologies, acquiring approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis. The Share Purchase Agreement provides for additional milestone-based tranche investments that, if completed, would increase the Company’s ownership to 51%. Future funding of these milestone tranches will require additional capital deployment by the Company. The timing and magnitude of such future investments remain subject to milestone achievement or waiver and the Company’s capital allocation decisions. The Company continues to evaluate additional potential investments consistent with its holding company strategy; however, there can be no assurance that any additional transactions will be completed.
Current report
Digital Asset Treasury Strategy
Current report
In September 2025, the Company adopted a digital asset treasury strategy pursuant to which it may allocate a portion of its treasury assets to cryptocurrencies and related blockchain initiatives. As of December 31, 2025, the Company held digital assets reflected on its consolidated balance sheet. Digital asset holdings are subject to market price volatility, which may impact future results of operations. The Company evaluates digital asset allocations alongside other capital deployment opportunities, including operating investments and strategic acquisitions.
Current report
Portfolio Realignment and Debt Reduction
Current report
During 2025, the Company completed the sale of certain insurance brokerage assets, including the Fortman Insurance Services business and the Employee Benefits Solutions (“EBS”) and US Benefits Alliance (“USBA”) businesses. Aggregate proceeds from these transactions were used in part to reduce outstanding indebtedness. In July 2025, the Company repaid approximately $5.0 million of its Oak Street long-term debt and subsequently made an additional repayment following the EBS and USBA asset sale. These actions reduced the Company’s leverage and ongoing interest expense entering 2026.
Current report
Termination of Spetner Acquisition
Current report
In July 2025, the previously announced Stock Exchange Agreement relating to the proposed acquisition of Spetner Associates, Inc. was terminated. In connection with the termination, the Company expensed previously issued non-refundable equity prepayments associated with the contemplated transaction. The Company has no ongoing obligations under the terminated agreement.
Current report
Capital Markets Activity
Current report
In August 2025, the Company entered into an At-the-Market (“ATM”) Sales Agreement under which it may offer and sell shares of its common stock from time to time pursuant to an effective shelf registration statement, subject to regulatory limitations and market conditions. During the year ended December 31, 2025, the Company generated approximately $2.2 million in net proceeds from sales under the ATM program.
Current report
Also in August 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital, LLC providing access to up to $10.0 million of capital through an equity line of credit facility, subject to specified limitations and conditions. As of December 31, 2025, capacity remained available under the facility.
Current report
Subsequent to year-end, on January 29, 2026, the Company completed a public offering generating gross proceeds of approximately $2.0 million before offering expenses. The Company intends to use the net proceeds for working capital, strategic initiatives, and general corporate purposes.
Current report
Nasdaq Minimum Bid Price Notice
Current report
On December 12, 2025, the Company received a notification from The Nasdaq Stock Market indicating that the closing bid price of its common stock had been below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) for 30 consecutive business days. The notice has no immediate effect on the listing of the Company’s common stock. The Company has 180 calendar days to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance. If the Company does not regain compliance within the initial 180-day period, but meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for The Nasdaq Capital Market (other than the minimum bid price requirement), and provides written notice of its intention to cure the deficiency during a second compliance period, including, if necessary, by effecting a reverse stock split, the Company may be eligible for an additional 180 calendar day compliance period. There can be no assurance that the Company will regain compliance within the applicable compliance period.
Removed paragraphs (35)
Previous report
Reliance Global Group, Inc. was incorporated in Florida on August 2, 2013 under the name Ethos Media Network, Inc. In September 2018, Reliance Holdings, purchased a controlling interest in the Company. Ethos Media Network, Inc. was renamed Reliance Global Group, Inc. on October 18, 2018.
Previous report
We operate as a diversified company engaging in business in the insurance market, as well as other related sectors. Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies. We are led and advised by a management team that offers over 100 years of combined business expertise in real estate, insurance, and the financial service industry.
Previous report
In the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset value appreciation while generating interim cash flows.
Previous report
As part of our growth and acquisition strategy, we continue to survey the current insurance market for value-add acquisition opportunities. As of December 31, 2024, we have acquired nine insurance agencies and long term, we seek to conduct all transactions and acquisitions through our direct operations.
Previous report
Over the next 12 months, we plan to focus on the expansion and growth of our business through continued asset acquisitions in insurance markets and organic growth of our current insurance operations through geographic expansion and market share growth.
Previous report
Further, we launched our 5MinuteInsure.com (“5MI”) Insurtech platform during 2021 which expanded our national footprint. 5MI is a high-tech proprietary tool developed by us as a business to consumer portal which enables consumers to instantly compare quotes from multiple carriers and purchase their car and home insurance in a time efficient and effective manner. 5MI taps into the growing number of online shoppers and utilizes advanced artificial intelligence and data mining techniques, to provide competitive insurance quotes in around 5 minutes with minimal data input needed from the consumer. The platform launched during the summer of 2021 and currently operates in 46 states offering coverage with more than 30 highly rated insurance carriers.
Previous report
With the acquisition of Barra, we launched RELI Exchange, our business-to-business (B2B) InsurTech platform and agency partner network that builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. Through RELI Exchange we on-board agency partners and provide them an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes. Since its inception, RELI Exchange, has increased its agent roster by close to 300%.
Previous report
Business Operations
Previous report
We’ve adopted a ‘One-Firm’ strategy, whereby the Reliance owned and operated agencies come together to operate as one cohesive unit which allows for efficient and effective cross-selling, cross-collaboration, and the effective deployment of the Company’s human capital. This strategy also aims to enhance the Company’s overall market presence across the U.S., with all business lines operating under the RELI Exchange brand. It’s expected to benefit agents and clients by improving relationships with carriers, leading to better commission and bonus contracts due to higher business volumes. The approach also strengthens the capability of RELI Exchange agency partners in securing diverse insurance policies and fosters increased cross-selling opportunities. This unified strategy positions the company for rapid scaling and integration of accretive acquisitions, expanding its industry reach.
Previous report
Business Trends and Uncertainties
Previous report
The insurance intermediary business is highly competitive, and we actively compete with numerous firms for customers, properties and insurance companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing and the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business. A number of insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers.
Previous report
Financial Instruments
Previous report
The Company’s financial instruments as of December 31, 2024, consist of derivative warrants. These are accounted at fair value as of inception/issuance date, and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, (non-cash) gain or loss.
Previous report
Insurance Operations
Previous report
Our insurance operations focus on the acquisition and management of insurance agencies throughout the U.S. Our primary focus is to pinpoint undervalued wholesale and retail insurance agencies with operations in growing or underserved segments (including healthcare and Medicare, as well as personal and commercial insurance lines). We then focus on expanding their operations on a national platform and improving operational efficiencies in order to achieve asset value appreciation while generating interim cash flows. In the insurance sector, our management team has over 100 years of experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. We plan to accomplish these objectives by acquiring wholesale and retail insurance agencies it deems to represent a good buying opportunity (as opposed to insurance carriers) as insurance agencies bear no insurance risk. Once acquired, we plan to develop them on a national platform to increase revenues and profits through a synergetic structure. The Company is initially focused on segments that are underserved or growing, including healthcare and Medicare, as well as personal and commercial insurance lines.
Previous report
Revenues
Previous report
Insurance Acquisitions and Strategic Activities
Previous report
As of the date of this filing, we have acquired nine insurance agencies (see table below). As we continue to execute on our acquisition strategy, our reach within the insurance industry can provide us with the ability to offer lower rates, which could boost our competitive position within the industry.
Previous report
Private Placements
Previous report
On March 13, 2023, the Company entered into a securities purchase agreement with one institutional buyer for the purchase and sale of, (i) an aggregate of 9,120 shares (the “Common Shares”) of the Company’s common stock, par value $0.086 per share (the “Common Stock”) along with accompanying common warrants (the “Common Units”), (ii) prefunded warrants (the “Prefunded Warrants”) that are exercisable into 52,800 shares of Common Stock (the “Prefunded Warrant Shares”) along with accompanying common warrants (the “Pre-Funded Units”), and (iii) common warrants (the “Common Warrants”) to initially acquire up to 123,839 shares of Common Stock (the “Common Warrant Shares”) (representing 200% of the Common Shares and Prefunded Warrant Shares) in a private placement offering (the “Private Placement”). Additionally, the Company agreed to issue a warrant to the Placement Agent (defined below), to initially acquire 3,096 shares of common stock (the “PA Warrant”). The closing of the Private Placement occurred on March 16, 2023. As of December 31, 2024, with exception to the PA Warrant which remains outstanding, the aforementioned warrants have been exercised into common shares and none remain outstanding.
Previous report
Stock Splits
Previous report
On February 23, 2023, the Company effectuated a 1-for-15 reverse split of the Company’s issued and outstanding common stock (the “Reverse Split-2023”). The par value remained unchanged.
Previous report
On July 1, 2024, the Company effectuated a 1-for-17 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split-2024”). The par value remained unchanged. All amounts presented in this Annual Report on Form 10-K have been retrospectively adjusted to reflect the Reverse Split-2023 and the Reverse Split-2024 for all periods presented, unless otherwise indicated. The Reverse Split-2024 resulted in a rounding addition of approximately 110,350 shares valued at par, totalling $9,490 for which shares were issued in July 2024.
Previous report
Bylaws Amendment
Previous report
On February 4, 2025, the Company’s Board of Directors approved Amendment No. 1 (the “Bylaws Amendment”) to the Company’s bylaws. The Bylaws Amendment had the effect of (i) amending the title of the bylaws to be “Bylaws of Reliance Global Group, Inc.”, to reflect the change of Company’s name since adoption of the bylaws (in May 2017, the Company’s name was changed from Eye on Media Network, Inc. to Ethos Media Network, Inc., and in October 2018, the Company’s name was changed from Ethos Media Network, Inc. to Reliance Global Group, Inc.); and (ii) reducing the quorum needed to hold a meeting of the Company’s stockholders from a majority of the shares entitled to vote, represented in person or proxy, to thirty-three and one-third (33-1/3%) percent of the shares entitled to vote, represented in person or proxy.
Previous report
Increase in Authorized Shares
Previous report
On February 7, 2025, the Company filed articles of amendment (the “Articles Amendment”) to its articles of incorporation, as amended, with the Florida Secretary of State. The Articles Amendment had the effect of increasing the total number of authorized shares of the Company’s common stock from 117,647,058 to 2,000,000,000. The Articles Amendment had no effect on the number of authorized shares of preferred stock. Accordingly, following the filing of the Articles Amendment, effective February 7, 2025, the Company’s authorized capital stock consisted of 2,750,000,000 shares, representing (i) 2,000,000,000 shares of common stock, and (ii) 750,000,000 shares of preferred stock.
Previous report
The Articles Amendment was approved by the Company’s Board of Directors on October 2, 2024, and by the Company’s stockholders on December 31, 2024.
Previous report
Amendment No. 2 to Spetner Amended and Restated Stock Exchange Agreement
Previous report
On February 20, 2025, the Company entered into an Amendment No. 2 (the “Amendment”) to that certain Amended and Restated Stock Exchange Agreement, dated as of September 6, 2024 (the “Original Agreement”), by and among the Company, Spetner Associates, Inc. (“Spetner”), Jonathan Spetner, and Agudath Israel of America (“Agudath”), as amended on October 29, 2024 (“Amendment 1”). Mr. Spetner and Agudath may be referred to herein collectively as the “Sellers” and each individually as a “Seller”.
Previous report
Pursuant to the Amendment, the Company agreed to issue to each of Mr. Spetner and Agudath 78,500 shares of the Company’s common stock as a non-refundable deposit and a prepayment of a portion of the First Purchase Price, in the amount of $239,425 (collectively the “Additional Deposit Shares”). The Additional Deposit Shares were issued on February 20, 2025.
Previous report
Further, the Amendment provides that the Additional Deposit Shares, (together with the Deposit Shares, as defined in and as issued pursuant to Amendment 1), shall be deemed a deposit and a prepayment of a portion of the First Purchase Price, and shall constitute a portion of the First Payment Shares, the value of the Deposit Shares and the Additional Deposit Shares, and the portion of the First Purchase Price to be paid by issuance of the First Payment Shares which has been satisfied by the issuance of the Deposit Shares and the Additional Deposit Shares, and collectively, was agreed to be equal to $568,856. The Amendment also sets forth that the purchase price for the First Closing Shares shall be $16,050,000, and that $6,500,000 of the First Purchase Price (the “Cash Payment”), shall be paid to Mr. Spetner.
Previous report
The Original Agreement, prior to Amendment 1, provided that the First Payment Shares would be issued solely to Mr. Spetner, however, the Amendment provides that, in the event that the First Closing occurs, the issuance of Deposit Shares and the Additional Deposit Shares to Agudath as set forth above shall be deemed to satisfy the obligations of the Company to issue such applicable portion of First Payment Shares to Mr. Spetner.
Previous report
Further, the Amendment provides that, in the event the First Closing occurs, the Deposit Shares and the Additional Deposit Shares shall be retained by the Sellers and shall constitute payment of a portion of the First Payment Shares. The Deposit Shares and the Additional Deposit Shares shall be non-refundable to the Company unless the First Closing is prevented by the Sellers.
Reworded paragraphs (6)
Previous wording
m 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current wording
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Previous wording
As of December 31, 2024, the Company had a cash balance of approximately $1,798,000, of which approximately $1,425,000 was restricted, and working capital of approximately $416,000, compared with a cash balance of approximately $2,739,000, of which approximately $1,410,000 was restricted and a working capital of approximately $1,189,000 as of December 31, 2023.
Current wording
As of December 31, 2025, the Company had a cash balance of approximately $2,731,000, of which approximately $1,416,000 was restricted, and working capital of approximately $1,875,000, compared with a cash balance of approximately $1,798,000, of which approximately $1,425,000 was restricted and working capital of approximately $416,000 as of December 31, 2024.
Previous wording
Net cash used in operating activities for the year ended December 31, 2024 was approximately $2,515,000, compared to approximately $848,000 for the year ended December 31, 2023, representing an increase of cash used in operations of $1,667,000, or 197%. The 2024 cash used comprises an approximate net loss of $9,072,000, non-cash positive adjustments of approximately $6,507,000 non-cash adjustments stemming from depreciation and amortization of approximately $1,786,000, asset impairments of $3,922,000, amortization of debt issuance costs of approximately $40,000, equity-based compensation for employees, directors, and service providers of approximately $858,000, change in estimated acquisition earn-out payables of approximately $48,000, non-cash lease expense of approximately $9,000 and off-set by the change in fair value of warrant liability of approximately $156,000, as well as changes in net working capital items in the net amount of approximately $50,000.
Current wording
Net cash used in operating activities for the year ended December 31, 2025, was approximately $3,095,000, compared to approximately $2,515,000 for the year ended December 31, 2024, representing an increase of cash used in operations of approximately $580,000, or 23%. The 2025 cash used comprises an approximate net loss of $6,988,000 offset by non-cash positive adjustments of approximately $3,893,000. The non-cash adjustments stem from depreciation and amortization of approximately $1,332,000, amortization of debt issuance costs of approximately $31,000, equity-based compensation for employees, directors, and service providers of approximately $5,708,000, non-cash lease expense of approximately $4,000, fair value changes of digital assets of $17,000, and changes in net working capital items in the net amount of approximately $16,000, offset by a non-cash gain on the sales of businesses of approximately $3,183,000.
Previous wording
Net cash flows used in investing activities for the year ended December 31, 2024, was approximately $83,000, compared to net cash flows used in investing activities of approximately $710,000 for the year ended December 31, 2023. The 2024 net cash used comprises of cash spent for the purchase of property, equipment, and intangible assets.
Current wording
Net cash flows provided by investing activities for the year ended December 31, 2025, was approximately $5,328,000, compared to net cash flows used in investing activities of approximately $83,000 for the year ended December 31, 2024. The 2025 net cash provided comprises of cash spent for the purchase of property, equipment, and intangible assets of $43,000, net cash spent for the investment of digital assets of approximately $126,000 offset by cash received in the sales of businesses of approximately $5,497,000.
Previous wording
Net cash provided by financing activities for the year ended December 31, 2024, was approximately $1,657,000, as compared to $967,000 for the year ended December 31, 2023. The 2024 net cash provided primarily comprises cash proceeds from an ATM offering of approximately $3,713,000, offset by debt principal repayments of approximately $1,397,000, payments on related party loans of approximately $661,000 and cash provided by proceeds net of payments on short term financings of approximately $3,000.
Current wording
Net cash used in financing activities for the year ended December 31, 2025, was approximately $1,300,000, as compared to net cash provided by financing activities of $1,657,000 for the year ended December 31, 2024. The 2025 net cash used primarily comprises of cash proceeds from an ATM offering of approximately $2,161,000, from a private placement of shares and warrants of approximately $2,137,000, from common shares issued through an equity line of credit of approximately $823,000, from a related party loan payable of approximately $1,146,000, and from short term financings of $192,000, offset by repayments on debt principal of approximately $5,990,000, on related party loans of approximately $1,188,000, on short term financings of approximately $192,000 and dividends paid of approximately $388,000.
Previous wording
The Company’s revenue is primarily comprised of commission paid by health insurance carriers related to insurance plans that have been purchased by a member who used the Company’s service. The Company defines a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business, and ancillary plans, for which the Company is entitled to receive compensation from an insurance carrier.
Current wording
**Revenue recognition:**The Company’s revenue is primarily comprised of commission paid by health insurance carriers related to insurance plans that have been purchased by a member who used the Company’s service. The Company defines a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business, and ancillary plans, for which the Company is entitled to receive compensation from an insurance carrier. All commission revenue is recorded net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
**Revenue recognition:**All commission revenue is recorded net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage.