Reliance Global Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
View on SEC.govAbout this filing
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 Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-07.
0001493152-25-009445
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-10.
0001493152-26-009536
Item 1A. Risk FactorsThe 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 94 previous paragraphs and 123 current paragraphs.
79 unchanged; 7 reworded; 35 added; 8 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 3 previous and 1 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 (35)
Current report
Our quarterly and annual financial results have fluctuated in the past and may continue to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control. These fluctuations may make it difficult to evaluate our operating performance and may cause our results of operations in a particular period to fall below the expectations of investors or securities analysts. Factors that could cause fluctuations in our financial results include, among others:
Current report
● our limited operating history in certain aspects of our business and the evolving nature of our strategic initiatives, including our expansion through EZRA International Group and the Scale51 investment model;
Current report
● our ability to identify, negotiate, finance, and complete acquisitions or strategic investments, including majority ownership investments in technology-driven businesses, on acceptable terms or at all;
Current report
● the timing, structure, and success of acquisitions, investments, or other strategic transactions, including milestone-based investments that may occur over multiple periods;
Current report
● our ability to integrate acquired businesses or investments successfully and realize anticipated strategic or financial benefits;
Current report
● the performance of companies in which we hold minority or controlling ownership interests, including the timing of their operational, commercialization, or technological development milestones;
Current report
● the availability of suitable acquisition or investment opportunities and competition for such opportunities;
Current report
● volatility in capital markets and the availability and cost of capital;
Current report
● our inability to retain or attract qualified employees, including key executives and management personnel;
Current report
● cybersecurity incidents or other interruptions to our information technology systems, data security infrastructure, or outsourced technology services;
Current report
● rapid technological changes that may require additional investment in technology, product development, or operational capabilities;
Current report
● changes in data privacy, cybersecurity, and other regulatory requirements applicable to our operations or those of companies in which we invest;
Current report
● economic conditions, inflation, interest rate changes, and other macroeconomic factors that may impact customer demand, acquisition activity, or capital availability;
Current report
● geographic concentration of our insurance operations in certain states, including Michigan, New York, Montana, New Jersey, Ohio, and Illinois;
Current report
● our ability to comply with financial and operational covenants contained in financing or other contractual arrangements;
Current report
● restrictions contained in certain agreements that may limit the discretion of our management in operating our business or pursuing strategic opportunities;
Current report
● the improper disclosure of confidential or proprietary information.
Current report
Our strategic expansion through EZRA International Group and the Scale51 investment model involves significant risks and uncertainties.
Current report
In January 2026, we launched EZRA International Group and introduced the Scale51 investment model as part of our strategy to pursue majority ownership interests in selected technology-driven businesses. Under this model, we may seek to acquire controlling ownership positions, often through milestone-based or staged investments over time. This strategy exposes us to a number of risks that differ from those associated with our traditional insurance brokerage and InsurTech operations.
Current report
Technology companies, particularly early-stage or growth-stage businesses, often face substantial operational, technological, regulatory, and commercialization risks. Many such companies may have limited operating histories, unproven technologies, or uncertain paths to revenue generation or profitability. As a result, investments in these businesses may not achieve the anticipated strategic, operational, or financial benefits.
Current report
In addition, our Scale51 strategy may involve acquiring ownership interests through milestone-based investments that occur over multiple periods. These structures may require us to commit capital over time while the underlying business is still developing, and the anticipated milestones may not be achieved within expected timeframes or at all. If these milestones are not achieved, or if the underlying businesses do not perform as expected, our investment returns and strategic objectives could be adversely affected.
Current report
Our ability to successfully execute this strategy will depend on a number of factors, including our ability to identify suitable investment opportunities, conduct effective due diligence, negotiate favorable transaction terms, integrate acquired businesses, and support the growth and operations of the companies in which we invest. We may also be required to commit additional capital to support the operations, development, or commercialization activities of these companies, and such capital may not be available on acceptable terms or at all.
Current report
If our Scale51 strategy is not successfully implemented, or if the companies in which we invest fail to perform as anticipated, our business, financial condition, results of operations, and prospects could be materially adversely affected.
Current report
Our investments in companies located in Israel expose us to risks related to geopolitical instability, armed conflict, and regional security conditions.
Current report
As part of our strategic initiatives, including the Scale51 investment model implemented through EZRA International Group, we may invest in or acquire ownership interests in technology companies located in Israel. Israel has historically experienced periods of geopolitical instability, armed conflict, and security threats involving neighboring states and non-state actors. In recent years, tensions between Israel and Iran and their respective regional allies have escalated, including military operations, missile attacks, cyber operations, and other forms of conflict.
Current report
Military conflicts, acts of terrorism, cyberattacks, or other hostilities involving Israel or the broader Middle East region could disrupt the operations of companies located in Israel or otherwise adversely affect their business activities. Such events could result in damage to infrastructure, interruption of business operations, workforce disruptions due to military mobilization, delays in research and development activities, supply chain interruptions, restrictions on travel or transportation, or limitations on access to capital markets.
Current report
In addition, geopolitical instability may negatively impact economic conditions, investor sentiment, and capital availability in Israel and the broader region. Companies operating in Israel may experience increased operating costs, reduced access to financing, regulatory changes, or other operational challenges during periods of conflict or heightened security conditions.
Current report
To the extent that we invest in or acquire companies located in Israel, our business, financial condition, results of operations, and prospects could be materially adversely affected by geopolitical developments, armed conflict, or other security-related disruptions in the region.
Current report
If we fail to satisfy Nasdaq’s continued listing requirements, including the requirement to maintain a minimum market value of listed securities of $5 million, our common stock may be delisted, which could adversely affect the liquidity and market price of our securities.
Current report
Our common stock is currently listed on the Nasdaq Capital Market. Nasdaq imposes a number of continued listing requirements on issuers, including requirements relating to minimum stockholders’ equity, minimum bid price, public float, and the market value of listed securities. If we fail to satisfy any of these continued listing standards, Nasdaq may take steps to delist our common stock.
Current report
Nasdaq has established, and may from time to time modify, continued listing standards that include a requirement that a company maintain a minimum market value of listed securities of $5 million. If the market value of our listed securities were to fall below $5 million for a sustained period, we could be determined to be out of compliance with Nasdaq’s continued listing requirements. In such event, Nasdaq may provide us with notice of non-compliance and, depending on the circumstances and applicable rules, may initiate delisting proceedings.
Current report
If our common stock were to be delisted from Nasdaq, trading of our common stock could be conducted in the over-the-counter market, including on the OTC Markets or other quotation systems. Trading in the over-the-counter market is generally characterized by decreased trading volume, greater price volatility, and reduced liquidity compared to trading on a national securities exchange. As a result, an investor may find it more difficult to dispose of, or obtain accurate quotations for, our securities.
Current report
In addition, the delisting of our common stock from Nasdaq could materially adversely affect our ability to raise additional capital, could result in reduced analyst coverage and investor interest in our securities, and could negatively impact the perception of our company’s financial condition and prospects. Any of these factors could cause the market price of our common stock to decline and could materially and adversely affect our business, financial condition, and results of operations.
Current report
We have entered into a revolving credit facility with an entity beneficially owned by our Chief Executive Officer, which creates conflicts of interest and may adversely affect our liquidity and financial condition. We are party to a revolving credit facility with YES Americana Group, LLC, an entity beneficially owned by our Chief Executive Officer, pursuant to which Americana has agreed to provide up to $2.0 million of unsecured financing to us. Although the facility bears a below-market interest rate and provides flexibility for working capital and acquisition-related costs, it creates conflicts of interest because our Chief Executive Officer has an interest in the lender that may differ from the interests of our stockholders. The terms of this arrangement, including availability, maturity, and repayment provisions, may not reflect those that could have been obtained from an unaffiliated third party. In addition, amounts outstanding under the facility are payable upon maturity or earlier acceleration following an event of default, which could require us to use cash that otherwise would be available for operations or strategic initiatives. Any inability to repay or refinance amounts outstanding under this facility could adversely affect our liquidity, financial condition, and results of operations.
Removed paragraphs (8)
Previous report
Fluctuations in our quarterly and annual financial results have resulted and will continue to result from numerous factors, including:
Previous report
Worsening of Current U.S. economic conditions as a result of the COVID-19 pandemic and the Russian Federation Military Action may adversely affect our business.
Previous report
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or results of its operations, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous report
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
Previous report
If economic conditions were to worsen, a number of negative effects on our business could result, including declines in values of insurable exposure units, declines in insurance premium rates, the financial insolvency of insurance companies, the reduced ability of customers to pay, declines in the stock of residential housing or declines in property values. Also, if general economic conditions are poor, some of our customers may cease operations completely or be acquired by other companies, which could have an adverse effect on our results of operations and financial condition. If these customers are affected by poor economic conditions, but yet remain in existence, they may face liquidity problems or other financial difficulties that could result in delays or defaults in payments owed to us, which could have a significant adverse impact on our consolidated financial condition and results of operations. Any of these effects could decrease our net revenues and profitability.
Previous report
As of December 31, 2024, there were no outstanding loan balances due to our CEO affiliated entities, Reliance Global Holdings LLC and YES Americana Group, LLC (“Americana”). However, subsequent to December 31, 2024, and on March 5, 2025 (the “Americana Facility Effective Date”), the Company entered into a revolving credit facility agreement (the “Americana Facility”), and issued a revolving note thereunder in favor of Americana, pursuant to which Americana agreed to lend the Company up to $600,000 for purposes of additional working capital for purposes of additional working capital related to incremental Spetner acquisition related costs, and general uses. The Americana Facility carries interest at an annual rate of 0.1%, calculated on a daily basis. Payment of principal and interest are due on the maturity date, 12 months from the Americana Facility Effective Date and optional pre-payments are permitted at any time. As of March 6, 2025, there is $450,000 outstanding under the Americana Facility.
Reworded paragraphs (7)
Previous wording
These factors, some of which are not within our control, may cause the price of our common stock to fluctuate substantially. If our operating results fail to meet or exceed the expectations of securities analysts or investors, our stock price could drop suddenly and significantly. Due to the Company’s limited operating history, we believe period to period comparisons of our financial results are not always meaningful and should not be relied upon as an indication of future performance.
Current wording
These factors, some of which are not within our control, may cause the price of our common stock to fluctuate substantially. If our operating results fail to meet or exceed the expectations of securities analysts or investors, our stock price could drop suddenly and significantly.
Previous wording
To date, much of our capital for acquiring and operating insurance agencies comes from loans from unaffiliated lenders, from direct market capital raises or funds provided by an affiliate. We may be required to seek additional financing. We cannot assure you that such financing would be available on acceptable terms, if at all. If additional financing proves to be unavailable, we would be compelled to restructure or existing business, or abandon a proposed acquisition or acquisitions. In addition, if we consummate additional acquisitions, we may require additional financing to complement the operations or growth of that business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of our business.
Current wording
To date, much of our capital for acquiring and operating insurance agencies comes from loans from unaffiliated lenders, from direct market capital raises or funds provided by an affiliate. We may be required to seek additional financing. We cannot assure you that such financing would be available on acceptable terms, if at all. If additional financing proves to be unavailable, we would be compelled to restructure or existing business and/or abandon a proposed acquisition or acquisitions. In addition, if we consummate additional acquisitions, we may require additional financing to complement the operations or growth of that business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of our business.
Previous wording
A significant portion of our insurance business is concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois. For the years ended December 31, 2024, and 2023 we derived $14,054,361 and $13,731,826 respectively or 100% of our annual revenue, respectively, from our operations located in these regions (FYE 2024 - Michigan – 53%, New York – 2%, Montana – 13% and Ohio – 16%, and Illinois – 17%. FYE 2023 - Michigan – 55%, New York – 2%, Montana – 14% and Ohio – 16%, and Illinois – 13%). The insurance business is primarily a state-regulated industry, and therefore, state legislatures may enact laws that adversely affect the insurance industry. Because our business is concentrated in these four states, we face greater exposure to unfavorable changes in regulatory conditions in those states than insurance intermediaries whose operations are more diversified through a greater number of states. In addition, the occurrence of adverse economic conditions, natural or other disasters, or other circumstances specific to or otherwise significantly impacting these states could adversely affect our financial condition, results of operations and cash flows. We are susceptible to losses and interruptions caused by hurricanes or other weather conditions, and other possible events such as terrorist acts and other natural or man-made disasters. Our insurance coverage with respect to natural disasters is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate or may not continue to be available at commercially reasonable rates and terms.
Current wording
A significant portion of our insurance business is concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois. The insurance business is primarily a state-regulated industry, and therefore, state legislatures may enact laws that adversely affect the insurance industry. Because our business is concentrated in these four states, we face greater exposure to unfavorable changes in regulatory conditions in those states than insurance intermediaries whose operations are more diversified through a greater number of states. In addition, the occurrence of adverse economic conditions, natural or other disasters, or other circumstances specific to or otherwise significantly impacting these states could adversely affect our financial condition, results of operations and cash flows. We are susceptible to losses and interruptions caused by hurricanes or other weather conditions, and other possible events such as terrorist acts and other natural or man-made disasters. Our insurance coverage with respect to natural disasters is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate or may not continue to be available at commercially reasonable rates and terms.
Previous wording
The Oak Street credit agreements, in the aggregate principal amount of $11,060,319 and $12,417,737, as of December 31, 2024 and 2023, that govern our debt contain various covenants and other limitations with which we must comply with, including covenants for the debt service coverage ratio and debt to EBITDA ratio and a covenant that at all times that the loans are outstanding: (i) Ezra Beyman, our chief executive officer, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The credit agreements also contain provisions which cause a “cross default” if we default our obligations under other material contracts to which we are parties. The credit agreements contain customary and usual events of default, including, subject to certain specified cure periods and notice requirements, the Company’s or one of its subsidiaries’ failure to comply with the covenants therein. Upon an event of default, the lender has customary and usual remedies to cure these defaults including, but not limited to, the ability to accelerate the indebtedness. As of December 31, 2024, the Company is in compliance with all its financial covenants.
Current wording
The Oak Street credit agreements, in the aggregate principal amount of $5,101,266 and $11,060,319, as of December 31, 2025 and 2024, that govern our debt contain various covenants and other limitations with which we must comply with, including covenants for the debt service coverage ratio and debt to EBITDA ratio and a covenant that at all times that the loans are outstanding: (i) Ezra Beyman, our chief executive officer, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The credit agreements also contain provisions which cause a “cross default” if we default our obligations under other material contracts to which we are parties. The credit agreements contain customary and usual events of default, including, subject to certain specified cure periods and notice requirements, the Company’s or one of its subsidiaries’ failure to comply with the covenants therein. Upon an event of default, the lender has customary and usual remedies to cure these defaults including, but not limited to, the ability to accelerate the indebtedness. As of December 31, 2025, the Company is in compliance with all its financial covenants.
Previous wording
As of March 6, 2025, our CEO and Chairman of the Board, Ezra Beyman, is the beneficial owner of approximately 3.47% of the Company’s common stock, consisting of 99,672 common shares.
Current wording
As of March 10, 2026, our CEO and Chairman of the Board, Ezra Beyman, is the beneficial owner of approximately 3.1% of the Company’s common stock, consisting of 659,780 common shares.
Previous wording
Under our credit agreements with Oak Street, the Company has agreed that at all times that the loans are outstanding: (i) Ezra Beyman, our CEOand Chairman of the Board, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The loans by Oak Street immediately mature and become due and payable if the Company fails to comply with these provisions, subject to certain notice and/or cure periods.
Current wording
Under our credit agreements with Oak Street, the Company has agreed that at all times that the loans are outstanding: (i) Ezra Beyman, our CEO and Chairman of the Board, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The loans by Oak Street immediately mature and become due and payable if the Company fails to comply with these provisions, subject to certain notice and/or cure periods.
Previous wording
As of December 31,02024, our Articles of Incorporation authorized the issuance of 117,647,059 shares of common stock, par value $0.086 per share. Effective February 7, 2025, our authorized shares were increased to 2,000,000,000. As of December 31, 2024, we had 2,250,210 shares issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of the Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences.
Current wording
As of December 31, 2025, our Articles of Incorporation authorized the issuance of 2,000,000,000 shares of common stock, par value $0.086 per share. As of December 31, 2025, we had 10,644,124 shares issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of the Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
● our ability to obtain additional financing, if required, to complete acquisitions, fund strategic investments, or support the operations and growth of existing and target businesses;
Current report — wording carried from elsewhere
● the inherent uncertainties involved in estimates, judgments, and assumptions used in the preparation of financial statements in accordance with U.S. GAAP; and