Form 8-K

8-K — Reliance Global Group, Inc.

Accession: 0001493152-26-045782

Filed: 2026-10-05

Period: 2026-10-01

CIK: 0001812727

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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): October 1, 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 ☐

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

7.01. Regulation FD Disclosure.

October 1, 2026, the Company issued a press release announcing the completion of the sale of Altruis Benefit Consulting. A copy of the

press release is furnished as Exhibit 99.1 hereto.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the

Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release of Reliance Global Group, Inc., dated October 1, 2026.

104

Cover

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

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:

October 5, 2026

By:

/s/

Ezra Beyman

Ezra

Beyman

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Reliance

Global Group Completes Sale of Altruis Benefit Consulting for $8 Million in Cash Plus Up to $1 Million Earnout

Second

Non-Core Agency Sale Completed in September Under the Company’s Portfolio Monetization Strategy

$3.1

Million Secured Promissory Note Paid in Full on September 30, 2026.

LAKEWOOD,

N.J., October 1, 2026 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance,” “EZRA”

or the “Company”), an InsurTech company leveraging artificial intelligence, cloud computing and advanced technologies

to transform the insurance agency/brokerage industry, today announced that it has completed the sale of substantially all of the assets

of its Altruis Benefit Consulting (“Altruis”) subsidiary, a Michigan-based health insurance agency and benefits consulting

business, for a cash purchase price of $8 million, plus an earnout of up to $1 million that may be earned over the three years following

the closing. The $3.1 million secured promissory note delivered by the buyer at closing as part of the purchase price was paid in full

on September 30, 2026.

Key

Terms

● Cash

purchase price plus earnout. Of the $8 million cash purchase price, the Company has received

approximately $7.5 million in cash, including payment in full of the buyer’s $3.1 million

seller note, with the balance of $461,729 held by the buyer as customary indemnity and working

capital holdbacks. In addition, the Company may earn up to $1 million in earnout payments

over the three years following the closing, based on annual revenue growth of the acquired

business.

● Continued

execution of the strategy. The Altruis sale follows the Company’s sale of Southwestern

Montana Insurance Center, which closed on September 11, 2026, and represents continued execution

of the portfolio monetization strategy of non-core agencies.

● Transaction

completed. The sale of Altruis closed on September 23, 2026.

Strategic

Rationale

Reliance

is engaged in the ongoing evaluation and selective monetization of non-core insurance agency assets to unlock value while accelerating

its evolution into a technology-driven InsurTech company. By selectively monetizing established insurance operations, the Company is

strengthening its balance sheet, improving its financial flexibility and redeploying capital into its proprietary AI platform, RELI Exchange

and other strategic growth initiatives that management believes offer greater long-term growth opportunities. The Altruis sale provides

the Company with an $8 million cash purchase price without the issuance of any shares of Reliance common stock.

“Completing

the Altruis sale, following the Southwestern Montana transaction earlier this month, reflects the steady execution of our portfolio monetization

strategy,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “With the buyer’s seller

note now paid in full, the proceeds strengthen our balance sheet and give us more capacity to invest in our AI platform and the RELI

Exchange network.”

“We

will continue to evaluate opportunities across our agency portfolio,” Mr. Beyman continued. “Our focus is on allocating capital

to the areas we believe offer the greatest long-term value for our shareholders.”

About

Reliance Global Group, Inc.

Reliance

Global Group, Inc. (Nasdaq: EZRA) is an InsurTech company leveraging artificial intelligence, cloud computing and advanced technologies

to transform the insurance agency/brokerage industry. Through its growing portfolio of proprietary AI solutions and insurance operations,

the Company is focused on enhancing operational efficiency, improving customer experiences and creating long-term shareholder value.

Further information about the Company can be found at https://www.relianceglobalgroup.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking

statements are statements other than statements of historical fact and may be identified by the use of words or expressions such as “may,”

“should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,”

“plan,” “believe,” “estimate,” “continue,” “target,” “project,”

“potential,” or similar expressions, or by discussions of strategy, plans or intentions. Forward-looking statements in this

press release include, without limitation, statements regarding: the amount, timing and payment of the earnout consideration, if any;

the release of the indemnity and working capital holdbacks; any post-closing purchase price or working capital adjustments; the anticipated

benefits of the completed sale of Altruis; the Company’s use of proceeds and the anticipated effects of the transaction on the

Company’s cash position, capital structure and financial flexibility; the Company’s portfolio monetization strategy, including

the monetization of mature insurance distribution assets and the redeployment of capital; and the continued development, deployment and

potential commercialization of the Company’s proprietary artificial intelligence platform and its RELI Exchange InsurTech platform.

These

statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other factors,

many of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize, or should any underlying

assumptions prove incorrect, actual results may differ materially from those expressed or implied by these forward-looking statements.

Such

risks and uncertainties include, without limitation: the risk that the earnout consideration is not earned or paid, in whole or in part;

the risk of post-closing purchase price or working capital adjustments or indemnification claims, including against the holdback amounts;

the loss of the revenue and operating cash flow historically contributed by Altruis and the resulting impact on the Company’s consolidated

results of operations; the risk that net proceeds available to the Company are less than anticipated after transaction expenses and income

taxes, including any limitation on the Company’s ability to utilize net operating loss carryforwards; the risk that the Company

is unable to redeploy capital into initiatives that generate the anticipated returns; the Company’s ability to maintain compliance

with the continued listing standards of The Nasdaq Capital Market; the Company’s ability to access additional capital on acceptable

terms, or at all; the development, deployment, market acceptance and potential commercialization of the Company’s proprietary artificial

intelligence technologies; competition, regulatory developments and other risks affecting the insurance brokerage and InsurTech industries;

and general business, economic, market and geopolitical conditions. Additional information regarding these and other factors that may

cause actual results to differ materially is included under the heading “Risk Factors” in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2025, as amended, and in the Company’s subsequent Quarterly Reports on Form 10-Q and

other filings with the Securities and Exchange Commission, copies of which are available free of charge at www.sec.gov.

Readers

are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements in this press release speak only

as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update or

revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor

Relations Contact:

Crescendo

Communications, LLC

Tel:

+1 (212) 671-1020

Email:

EZRA@crescendo-ir.com

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