Form 8-K

8-K — Reliance Global Group, Inc.

Accession: 0001493152-26-022840

Filed: 2026-05-14

Period: 2026-05-12

CIK: 0001812727

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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2026-05-12

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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): May 12, 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

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

May 12, 2026, Reliance Global Group, Inc. (the “Company”) filed a certificate

of amendment (the “Certificate of Amendment”) to its Articles of Restatement to the Articles of Incorporation, as amended

(the “Articles of Incorporation”), with the Florida Department of State, Division of Corporations relating to a 1-for-40

reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock as well

as the authorized number of shares of the Company’s common stock. The Reverse Stock Split is expected to become effective at

5:00 p.m. Eastern time, after the close of trading on the Nasdaq Capital Market (“Nasdaq”), on May 15, 2026 and the common

stock is expected to begin trading on Nasdaq on a Reverse Stock Split-adjusted basis on May 18, 2026 at market open.

a result of the Reverse Stock Split, the number of outstanding shares of common stock will be reduced from approximately 22,230,563 shares

to approximately 555,764 shares and the number of authorized shares of common stock will be decreased to 50 million. The par value and

other terms of the common stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split common

stock CUSIP number will be 75946W504.

copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.

Item

7.01. Regulation FD Disclosure.

May 14, 2026, the Company issued a press release regarding the Reverse Stock Split. The press release is attached hereto as Exhibit

99.1 and is incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.

accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be

deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section,

nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as

shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed

an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy

the requirements of Regulation FD.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Articles of Amendment to the Amended and Restated Articles of Incorporation of Reliance Global Group, Inc.,

99.1

Press

Release of Reliance Global Group, Inc., dated May 14, 2026.

104

Inline XBRL for the cover

page of this Current Report on Form 8-K.

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:

May 14, 2026

By:

/s/

Ezra Beyman

Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

ARTICLES

OF AMENDMENT TO THE

ARTICLES

OF RESTATEMENT TO THE ARTICLES OF INCORPORATION

RELIANCE GLOBAL GROUP, INC.

Pursuant

to Sections 607.1006, 607.10025, and 607.10025(7) of the Florida Business Corporation Act (the “FBCA”), Reliance Global Group,

Inc., a Florida corporation (the “Corporation”), hereby adopts these Articles of Amendment (these “Articles of Amendment”)

to its Amended and Restated Articles of Incorporation, as amended to date (the “Articles of Incorporation”), as follows:

Section 1 of Article IV of the Articles of Incorporation is hereby amended and restated in its entirety as follows, effective as of the

Effective Time (as defined in paragraph 3 below):

ARTICLE

Capital

Stock (as amended)

Section

1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is a total of eight hundred

million (800,000,000) shares, consisting of two classes of stock, to be designated, respectively, “Common Stock” and “Preferred

Stock,” with all of such shares having a par value of $0.086 per share. Of such total authorized shares:

(i)

the total number of shares of Common Stock that the Corporation shall have authority to issue is fifty million (50,000,000) shares; and

(ii)

the total number of shares of Preferred Stock that the Corporation shall have authority to issue is seven hundred fifty million (750,000,000)

shares.

The

reduction in the number of authorized shares of Common Stock from two billion (2,000,000,000) to fifty million (50,000,000) is made pursuant

to Section 607.10025(7) of the FBCA in connection with the reverse stock split effected pursuant to Section 5 of Article IV set forth

in paragraph 2 below. Such reduction represents a proportional reduction of 97.5%, which is the same percentage as the reduction in issued

and outstanding shares of Common Stock resulting from such reverse stock split. All other provisions of Article IV of the Articles of

Incorporation not expressly amended hereby shall remain unchanged and in full force and effect.

Article IV of the Articles of Incorporation is hereby further amended to add the following new Section 5 thereto, effective as of the

Effective Time:

ARTICLE

Capital

Stock (as further amended)

Section

5. Reverse Stock Split. Effective as of the date and time at which these Articles of Amendment are filed with and accepted by the

Florida Division of Corporations (the “Effective Time”), each forty (40) shares of the Corporation’s Common Stock,

par value $0.086 per share, issued and outstanding immediately prior to the Effective Time (the “Pre-Split Shares”) shall,

automatically and without any action on the part of the holder thereof, be combined and reclassified into one (1) validly issued, fully

paid, and non-assessable share of Common Stock, par value $0.086 per share (each, a “Post-Split Share”). No fractional shares

of Common Stock shall be issued in connection with this reverse stock split; in lieu thereof, each registered holder of Pre-Split Shares

who would otherwise be entitled to receive a fractional Post-Split Share shall receive one (1) whole share of Common Stock, rounded up

to the nearest whole share. The transfer agent of the Corporation is hereby authorized to effect such rounding on behalf of the Corporation.

These Articles of Amendment shall become effective upon filing with and acceptance by the Florida Division of Corporations (the “Effective

Time”). The market effective date of the reverse stock split for trading purposes on The Nasdaq Capital Market is expected to be

May 18, 2026, subject to confirmation by Nasdaq Listing Qualifications in accordance with Nasdaq Listing Rule 5250(e)(7).

These Articles of Amendment were duly adopted by the Board of Directors of the Corporation by unanimous written consent effective as

of May 7, 2026, pursuant to Section 607.0821 of the FBCA. These Articles of Amendment were adopted without shareholder action, and shareholder

action was not required, pursuant to Sections 607.10025 and 607.10025(7) of the FBCA, which expressly authorize the Board of Directors,

without approval of the shareholders, to (i) adopt articles of amendment to change each issued and outstanding share of any class of

shares into a lesser number of shares of the same class, provided that such action applies equally to all shares of the same class, and

(ii) in connection therewith, reduce the number of authorized shares of such class by the same percentage as the issued and outstanding

shares are reduced.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, the undersigned officer of the Corporation, acting pursuant to authority granted by the Board of Directors, and

for the purpose of amending the Corporation’s Amended and Restated Articles of Incorporation pursuant to the laws of the State

of Florida, has executed these Articles of Amendment as of the 12th day of May, 2026.

/s/

Ezra Beyman

Ezra

Beyman, Chief Executive Officer

Reliance

Global Group, Inc.

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Reliance

Global Group Announces Reverse Stock Split

LAKEWOOD,

N.J., May 14, 2026 — Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance”, “we” or the “Company”)

today announced that the Company’s Board of Directors approved a 1-for-40 reverse stock split (the “Reverse Stock Split”)

of the Company’s common stock (the “Common Stock”) in order to regain compliance with the $1.00 minimum bid price requirement

for continued listing on The Nasdaq Capital Market (Rule 5550(a)(2)). The Company was not required to obtain shareholder approval to

effectuate the Reverse Stock Split. The Company filed articles of amendment to the Company’s articles of restatement to the

articles of incorporation with the Florida Department of State, Division of Corporations which is expected to become effective

as of 5:00 p.m. Eastern Time on May 15, 2026. The Common Stock will begin trading on The Nasdaq Capital Market

on a reverse split-adjusted basis at the start of trading on May 18, 2026, under the symbol “EZRA” and under a new CUSIP

number, 75946W504.

Ezra

Beyman, CEO of Reliance, remarked, “Reliance is proud to be a Nasdaq listed company and we know the actions being taken are important

to our investors as they will help ensure continued compliance with Nasdaq listing rules. We are highly optimistic about our future,

remain steadfast in our commitment to our business strategy, and believe that the prospects for our Company are exceptionally promising.”

Upon

implementation of the Reverse Stock Split, every 40 shares of the Company’s issued and outstanding Common Stock will automatically

convert into one share of Common Stock without any change to the par value of $0.086 per share and the amount of Common Stock outstanding

will be reduced from approximately 22,230,563 shares to approximately 555,764 shares. Following the Reverse Stock Split, the ownership

percentage of each shareholder will remain unchanged. Proportional adjustments will be made to the number of shares of Common Stock issuable

upon exercise of the Company’s outstanding stock options and warrants, and other incentive awards, as well as the applicable exercise

price.

Information

to Stockholders

VStock

Transfer, LLC, the Company transfer agent, will send instructions to stockholders of record who hold stock certificates regarding the

exchange of certificates for Common Stock. Stockholders who hold their shares of Common Stock in book-entry form or in brokerage accounts

or “street name” are not required to take any action to effect the exchange of their shares of Common Stock following the

Reverse Stock Split. VStock Transfer, LLC may be reached for questions at (212) 828-8436.

About

Reliance Global Group, Inc.

Reliance

Global Group, Inc. (Nasdaq: EZRA) is an InsurTech pioneer, leveraging artificial intelligence (AI) and cloud-based technologies to transform

and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI

Exchange, provides independent insurance agencies with an entire suite of business development tools, enabling them to effectively compete

with large-scale national insurance agencies while reducing back-office cost and burden. The Company’s business-to-consumer platform,

5minuteinsure.com, utilizes AI and data mining to provide competitive online insurance quotes within minutes to everyday consumers seeking

to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail insurance agencies offering

a wide variety of insurance products.

addition to its insurance and InsurTech operations, Reliance operates EZRA International Group, its strategic growth platform focused

on identifying, acquiring, and building majority or controlling stakes in high-growth technology companies. EZRA International Group

is designed to complement Reliance’s core insurance business by expanding market reach and supporting long-term stockholder value

creation through disciplined capital allocation and active ownership.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995. Forward-looking statements are generally identifiable by the use of words such as “may,” “should,” “could,”

“will,” “expect,” “anticipate,” “intend,” “believe,” “estimate,”

“seek,” “potential,” “target,” or similar expressions.

Forward-looking

statements in this press release include statements regarding the timing and effectiveness of the Reverse Stock Split and the market

effective date; the anticipated post-split trading price and the ability of the Reverse Stock Split to result in a sustained increase

in the Company’s stock price to a level at or above $1.00 per share; the belief that the Reverse Stock Split will result in compliance

with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) prior to the June 10, 2026 compliance deadline; expectations

regarding post-split shares outstanding and the effect of fractional share rounding; and the ability to maintain compliance with all

applicable Nasdaq continued listing standards.

These

forward-looking statements are based on current expectations and assumptions subject to risks and uncertainties, many of which are beyond

the Company’s control, including: the risk that the Reverse Stock Split does not result in a sustained increase in the Company’s

stock price or that the stock price subsequently falls below $1.00, which could result in further Nasdaq non-compliance or delisting

proceedings; the risk that the Reverse Stock Split causes the Company to fall out of compliance with another Nasdaq listing requirement,

including minimum publicly held shares; restrictions under amended Nasdaq rules that limit the ability to effect additional reverse stock

splits within a one-year period to regain minimum bid price compliance; volatility in the Company’s common stock; and general business,

economic, and market conditions.

Actual

results may differ materially from those expressed or implied by these forward-looking statements. Additional information regarding 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, and in subsequent Quarterly Reports on Form 10-Q and other filings with the

Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation to publicly update or

revise any forward-looking statements to reflect events or circumstances after the date of this press release.

Contact:

Crescendo

Communications, LLC

Tel:

+1 (212) 671-1020

Email:

EZRA@crescendo-ir.com

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