Form 8-K

8-K — Reliance Global Group, Inc.

Accession: 0001493152-26-048229

Filed: 2026-10-23

Period: 2026-09-23

CIK: 0001812727

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): September 23, 2026

RELIANCE

GLOBAL GROUP, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Florida

001-40020

46-3390293

(State

or Other Jurisdiction

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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

(e)

On October 19, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Reliance Global Group,

Inc. (the “Company”), which is composed solely of independent directors, approved the settlement in cash, in lieu

of shares of the Company’s common stock, of all or a portion of the unissued balances of the equity awards previously approved

by the Committee on June 25, 2026 for Ezra Beyman, the Company’s Chairman and Chief Executive Officer, Judah Korman, the Company’s

Chief Operating Officer, and Mordy Beyman, a Vice President of the Company, as described in the Company’s Current Report on Form

8-K filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2026.

previously reported, the equity awards consisted of a fully vested stock award to Mr. Ezra Beyman having an aggregate grant-date value

of $1,058,000 and annual equity awards to Mr. Korman and Mr. Mordy Beyman having grant-date values of $300,000 and $150,000, respectively,

in each case to be issued under the Company’s 2025 Equity Incentive Plan, as amended (the “2025 Plan”), and

a portion of each award was granted in shares of restricted common stock on June 24, 2026. The Committee approved cash payments, in lieu

of shares, of (i) $224,193.84 to Mr. Korman and (ii) $124,730.13 to Mr. Mordy Beyman, in each case in full satisfaction of the unissued

balance of his equity award, and (iii) $440,000.00 to Mr. Ezra Beyman, in partial satisfaction of the unissued balance of his equity

award, with the remaining $94,308.38 of such balance to remain payable in shares of common stock in accordance with the terms of his

award, subject to the availability of shares under the 2025 Plan. The cash payments are payable promptly following the Committee’s

approval through the Company’s payroll, less applicable withholdings. No other terms of the compensation arrangements of Messrs.

Ezra Beyman, Korman and Mordy Beyman were changed.

Mr.

Korman is the son of Scott Korman, a director of the Company, and Mr. Mordy Beyman is the son of Mr. Ezra Beyman. Accordingly, the foregoing

payments constitute related party transactions for purposes of Item 404(a) of Regulation S-K. Neither Scott Korman nor Ezra Beyman is

a member of the Committee, and the Committee approved the payments without the participation of any interested director.

Item

7.01. Regulation FD Disclosure.

October 22, 2026, the Company issued a press release announcing its entry into the non-binding letter of intent described in Item 8.01

of this Current Report on Form 8-K. 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

8.01. Other Events.

September 23, 2026, the Company entered into a non-binding letter of intent (the “LOI”) with a privately held technology

company (the “Seller”) pursuant to which the Company would acquire all or substantially all of the assets, rights,

customer and vendor relationships, intellectual property and goodwill comprising the Seller’s GPU cloud and marketplace business,

which delivers on-demand computing capacity for artificial intelligence and other compute-intensive workloads and enables third-party

hardware owners to offer GPU capacity through its platform (the “Target Business”) in an asset purchase for aggregate

consideration of up to $3,750,000, payable entirely in cash (the “Proposed Acquisition”).

Under

the terms of the LOI, $3,000,000 of the purchase price would be paid to the Seller in cash at closing, and an additional $375,000 would

be deposited by the Company at closing into an escrow account, to be released to the Seller six months following closing only if the

Target Business achieves a specified minimum revenue threshold during such period, failing which the escrowed amount would be returned

to the Company. A further $375,000 would be payable to the Seller twelve months following closing, subject to the achievement of a performance

milestone to be agreed in the definitive agreements. In connection with the closing, the founder of the Target Business would enter into

a one-year consulting agreement with the Company providing for aggregate cash compensation of $250,000 and would agree to a two-year

non-competition covenant in favor of the Company. The LOI also provides the Company the option, in its sole discretion, to invest up

to $500,000 in the Seller on the terms set forth in the LOI; the Proposed Acquisition is not conditioned on any such investment.

The

Company currently anticipates that the closing of the Proposed Acquisition would occur in early November 2026, subject to the Company’s

satisfactory completion of due diligence, the negotiation and execution of definitive agreements, receipt of third-party consents, the

absence of a material adverse change affecting the Target Business and other customary closing conditions. In connection with the Proposed

Acquisition, the Company intends to adopt “GPU Exchange” as its doing-business-as name and to change the trading symbol of

its common stock on The Nasdaq Capital Market from “EZRA” to “XGPU”; the Company will announce the effective

date of the symbol change separately.

The

LOI is non-binding as to the principal economic and other terms of the Proposed Acquisition as described above, except for certain customary

provisions relating to exclusivity, confidentiality, governing law and allocation of expenses, which are binding on the parties. Among

these, the Seller has agreed, for a period of 60 days commencing September 23, 2026 (subject to extension by mutual written agreement

for an additional 30 days), not to solicit, negotiate or pursue an alternative transaction involving the Target Business.

There

can be no assurance that the parties will negotiate or execute definitive agreements, that the Proposed Acquisition will be consummated

on the terms described above, on the contemplated timeline, or at all, or that any definitive agreements, if executed, will not contain

terms materially different from those described in this Item 8.01.

Forward-Looking

Statements

This

Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995 regarding, among other things, the Proposed Acquisition, the anticipated terms, timing, funding and consummation

thereof, the Company’s planned entry into the GPU cloud and artificial intelligence infrastructure market, and the planned adoption

of the GPU Exchange doing-business-as name and XGPU trading symbol. These statements are subject to risks and uncertainties, including

that the LOI is non-binding as to the principal terms of the Proposed Acquisition, that definitive agreements may not be negotiated or

executed, that the Company’s continuing due diligence may identify matters that adversely affect the Target Business or the terms

of the Proposed Acquisition, that the Proposed Acquisition may not be consummated on the terms described, on the contemplated timeline,

or at all, and that the Target Business may not perform as anticipated following the closing. Additional risk factors are discussed in

the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statements except as required

by law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release of Reliance Global Group, Inc., dated October 22, 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 23, 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 Signs LOI to Acquire a GPU Cloud Provider, Targeting Rapid Growth in AI Infrastructure

Acquisition

Structured With No Shareholder Dilution; Company Remains Debt-Free With Acquisition Funding Already in Place

Company

to Rebrand as “GPU Exchange” and Plans to Change Its Nasdaq Ticker to “XGPU”

Due

Diligence Substantially Complete; Closing Anticipated in Early November 2026

LAKEWOOD,

N.J., October 22, 2026 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance,” “EZRA”

or the “Company”) today announced that on September 23, 2026, it executed a non-binding letter of intent (the “LOI”)

to acquire the assets of a GPU cloud provider and marketplace operator delivering on-demand computing infrastructure for AI training,

inference and other demanding workloads. The proposed acquisition would mark Reliance’s entry into the AI cloud market, with plans

to scale rapidly through investment in a Company-owned GPU fleet and expansion of the acquisition target’s proprietary marketplace.

The

business being acquired delivers on-demand computing capacity for artificial intelligence and other compute-intensive applications while

enabling third-party GPU owners to earn revenue by offering their hardware through its platform. Reliance intends to build on this operating

foundation by acquiring additional graphics processing units (“GPUs”), increasing available computing capacity and broadening

marketplace participation.

The

proposed acquisition is structured to result in no dilution to existing shareholders, as the purchase price is payable entirely in cash

and no shares of the Company’s common stock will be issued as consideration for the acquisition, and the funds required to complete

the transaction are already in place. Under the LOI, $3,375,000 is payable at closing, consisting of $3,000,000 in cash and $375,000

funded into escrow. A further $375,000 is payable 12 months after closing. Both $375,000 payments are subject to the achievement of specified

milestones, and the Company will also pay $250,000 of consulting fees to the founder of the business over the 12 months following closing.

The LOI also provides for an optional $500,000 investment by the Company in a related company of the seller. Reliance reiterated that

it is debt-free, having retired 100% of its term debt. Due diligence is substantially complete, and the Company anticipates closing in

early November 2026, subject to finalizing definitive agreements and satisfying applicable closing conditions.

connection with this strategy, Reliance plans to adopt GPU Exchange as its doing-business-as (“DBA”) name and change its

Nasdaq trading symbol from EZRA to XGPU. Following completion of the acquisition, the acquired business would operate under the GPU Exchange

brand. The Company will announce the effective date of any ticker change separately. Its shares currently continue to trade under EZRA.

“The

proposed acquisition provides an operating foundation for our entry into AI infrastructure, with a clear strategy to scale substantially,”

said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “We believe this is the most significant step

in the Company’s evolution to date. We are pursuing this acquisition with no outstanding debt, funding already in place and no

dilution to existing shareholders.”

“Our

focus is execution: acquiring and deploying GPUs, growing the customer base and making it easier for hardware owners to earn revenue

through the marketplace,” said Judah Korman, Chief Operating Officer of Reliance Global Group. “By combining our own GPU

fleet with third-party capacity, we intend to scale supply rapidly and serve more customers through a single platform. GPU Exchange will

bring these efforts together under one brand.”

While

Reliance continues to operate, enhance and grow the RELI Exchange platform, the Company believes the proposed acquisition creates new

opportunities for expansion and scale.

Entering

the Market with a Strategy for Rapid Scale

Following

completion of the acquisition, Reliance intends to pursue growth through two complementary initiatives:

● Acquire

and scale a Company-owned GPU fleet. Invest in GPUs to provide additional computing capacity

for AI training, inference, rendering and other demanding workloads.

● Grow

the proprietary GPU marketplace. Invest in the platform, attract additional customers

and providers, and make it easier for individuals, businesses and infrastructure operators

to offer GPU capacity and earn revenue when customers use it.

The

Company-owned fleet would complement third-party capacity available through the marketplace, allowing the business to grow through both

direct infrastructure investment and increased provider participation.

Reliance’s

objective is to establish GPU Exchange as an accessible destination for customers seeking GPU computing power and hardware owners seeking

to monetize available capacity. The Company intends to use the acquisition target’s existing platform as the foundation for accelerating

customer adoption, increasing computing supply and scaling operations.

Transaction

Status

The

LOI is non-binding, and the acquisition has not yet closed. Due diligence is substantially complete, and completion remains subject to

finalizing definitive agreements and satisfying applicable closing conditions. Reliance anticipates closing in early November 2026 and

expects to provide additional updates as the transaction progresses.

About

the Acquisition Target

The

acquisition target is a GPU cloud provider and marketplace operator delivering on-demand computing resources for artificial intelligence,

machine learning, rendering and other demanding workloads. Its proprietary GPU marketplace connects customers with available computing

capacity and enables third-party hardware owners to earn rental revenue.

About

Reliance Global Group, Inc.

Reliance

Global Group, Inc. (Nasdaq: EZRA) operates insurance and technology businesses and pursues opportunities to build and scale AI-related

platforms. Through the proposed acquisition, the Company intends to enter the GPU cloud and AI infrastructure market and rapidly scale

the business under the planned GPU Exchange brand. Additional information is available 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 proposed acquisition, including its anticipated timing, funding

and non-dilutive structure; the payment of the closing, escrow, milestone and consulting amounts; the optional investment in a related

company of the seller; the negotiation and execution of definitive agreements; the Company’s planned entry into the GPU cloud and

AI infrastructure market; the planned adoption of the GPU Exchange DBA and XGPU trading symbol; GPU fleet acquisitions and deployment;

marketplace growth; the pace and scale of business development; and anticipated business benefits.

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 non-binding nature of the LOI and the risk that definitive agreements are not

executed, closing conditions or applicable approval requirements are not satisfied, or the acquisition is delayed or not completed; the

risk that the Company’s continuing due diligence identifies matters that adversely affect the acquisition target or the terms of

the acquisition; the risk of the loss of customers, GPU providers or key personnel in connection with the transfer of the business; the

Company’s ability to integrate and rapidly scale the acquired business; the capital required to execute its growth plans, including

the acquisition of a Company-owned GPU fleet, which will require capital beyond the cash required to complete the proposed acquisition

and may be funded through equity financings that would be dilutive to existing shareholders; the Company’s ability to access additional

capital on acceptable terms, or at all; the Company’s ability to maintain compliance with the continued listing standards of The

Nasdaq Capital Market; the Company’s ability to implement the planned GPU Exchange DBA and XGPU trading symbol change; GPU availability,

pricing and technological obsolescence; customer demand, utilization and competition; 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.

There

can be no assurance that the proposed acquisition, branding or ticker changes will be completed or that anticipated growth or benefits

will be realized. 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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Sep. 23, 2026

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration