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Form 8-K

sec.gov

8-K — Reliance Global Group, Inc.

Accession: 0001493152-26-035998

Filed: 2026-08-04

Period: 2026-07-30

CIK: 0001812727

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Results of Operations and Financial Condition

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): July 30, 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 ☐

If

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

2.02. Results of Operations and Financial Condition.

On

July 30, 2026, Reliance Global Group, Inc. (the “Company”) issued a press release announcing its financial results

for the quarter ended June 30, 2026 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 to this

Current Report on Form 8-K and incorporated herein by reference.

The

information in this Item 2.02, 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 Statement and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release of Reliance Global Group, Inc., dated July 30, 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:

August 4, 2026

By:

/s/

Ezra Beyman

Ezra

Beyman

Chief

Executive Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Reliance

Global Group Reports Second Quarter 2026 Results and Accelerates AI-Driven Transformation

Proprietary

AI Platform Enhances Insurance Operations and Positions Company for Long-Term Growth

Company

to Host Conference Call Today at 4:30 PM Eastern Time

LAKEWOOD,

N.J., July 30, 2026 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: EZRA) (“we,” “us,” “our,”

the “Company” or “Reliance”) today reported financial results for the second quarter ended June 30, 2026, while

highlighting continued progress in the development and deployment of its proprietary artificial intelligence platform designed to enhance

operational efficiency, automate complex workflows, and create new long-term growth opportunities.

Key

Highlights

● Launched

proprietary AI agent for secure browser automation, marking a significant milestone in the

Company’s AI strategy.

● Began

deploying AI capabilities across Reliance’s insurance operations to improve workflow

automation, productivity and customer service.

● Continued

expanding proprietary AI technologies designed to enhance both internal operations and future

commercial opportunities.

● Continued

delivering organic growth within the Company’s retained insurance operations following

the divestiture of non-core businesses.

● Reduced

second quarter operating expenses by approximately 28% year-over-year through continued operational

efficiencies and disciplined cost management.

● Improved

second quarter net loss by approximately 26% compared with the prior-year period.

Ezra

Beyman, Chairman and Chief Executive Officer of Reliance Global Group, commented, “The second quarter marked an important milestone

in our evolution as we continue transforming Reliance through the development of proprietary AI technologies. During the quarter, we

accelerated the development of our AI platform and began deploying our secure browser automation technology across our insurance operations

to improve productivity, streamline workflows and enhance customer service.”

“We

believe artificial intelligence represents a transformational opportunity for our Company. By combining our deep insurance industry expertise

with advanced AI capabilities, we are building technology that has the potential to improve operating performance while creating valuable

intellectual property. As we continue to develop, deploy and refine innovative AI solutions, we believe this strategy creates meaningful

opportunities to strengthen our existing insurance operations while establishing a scalable technology platform capable of driving long-term

growth and creating value for our shareholders.”

Strategic

Update

In

July, Reliance announced the successful launch of its proprietary AI agent for secure browser automation. The AI solution is designed

to securely automate complex web-based workflows while maintaining enterprise-grade security and compliance standards. The platform represents

a significant milestone in the Company’s ongoing strategy to leverage proprietary artificial intelligence to enhance operational

performance, improve scalability and create new long-term growth opportunities.

The

Company’s AI platform is being deployed across Reliance’s insurance operations, where it is expected to improve productivity,

reduce manual processes and enhance customer service. By integrating the technology into its own operations, the Company expects to optimize

internal workflows, reduce administrative burdens and further strengthen the efficiency of its insurance platform while continuing to

refine the technology through real-world applications. Management believes the technology also has significant long-term commercialization

potential beyond its internal applications.

Building

on these capabilities, Reliance intends to expand the platform’s functionality across additional business processes while continuing

to invest in the development of proprietary AI technologies that complement its insurance operations. The Company believes its secure

browser automation technology has broad applicability for enterprise customers operating in regulated industries that require secure,

reliable and compliant workflow automation.

As

Reliance continues to enhance its proprietary AI platform, management believes the technology has the potential to strengthen the Company’s

insurance operations, improve operating efficiency and create new long-term commercialization opportunities. By combining its deep insurance

industry expertise with innovative AI capabilities, the Company believes it is well positioned to build a scalable technology platform

that complements its core business, diversifies future revenue opportunities and creates long-term shareholder value. The Company remains

focused on executing its core business strategy by growing its InsurTech and insurance operations while continuing to expand its proprietary

AI platform.

2026

Second Quarter Financial Highlights

● Commission

income was approximately $2.1 million, compared with approximately $3.1 million for the

second quarter of 2025. The decrease primarily reflects the Company’s previously announced

divestitures of certain non-core operations, partially offset by continued organic growth

within its retained insurance businesses.

● Commission

expense was approximately $0.8 million, compared with approximately $1.0 million for

the second quarter of 2025. The decrease primarily reflects lower commission expense associated

with the divested operations.

● Salaries

and wages were approximately $1.5 million, compared with approximately $2.6 million for

the second quarter of 2025. The decrease primarily reflects lower personnel costs following

the divestitures together with reduced non-cash share-based compensation expense.

● General

and administrative expenses were approximately $1.2 million, compared with approximately

$1.5 million for the second quarter of 2025. The reduction was primarily attributable to

cost efficiencies and reduced operating expenses resulting from the Company’s OneFirm

operating model. The comparison was also affected by Scale51 initiatives in 2026 and acquisition

activities in 2025.

● Net

loss attributable to Reliance Global Group improved to approximately $2.0 million, compared

with approximately $2.7 million for the second quarter of 2025. The improvement was primarily

driven by continued operating efficiencies, lower non-cash share-based compensation expense

and reduced interest expense.

● Adjusted

EBITDA (“AEBITDA”) a non-GAAP financial measure was a loss of approximately

$1.1 million, compared with a loss of approximately $0.4 million for the second quarter of

2025. The year-over-year change primarily reflects lower non-GAAP adjustments in the second

quarter of 2026 due to significantly lower non-cash share-based compensation expense, together

with lower interest expense and depreciation and amortization. These factors were partially

offset by the improvement in GAAP net loss.

● Balance

Sheet: As of June 30, 2026, the Company reported cash of approximately $0.8 million,

combined cash and restricted cash of approximately $1.8 million, working capital of approximately

$1.2 million, and stockholders’ equity of approximately $6.6 million.

Conference

Call

Reliance

Global Group will host a conference call today at 4:30 p.m. Eastern Time to discuss its financial results and provide a business update.

The

conference call will be available via telephone by dialing toll-free +1 888-506-0062 for U.S. callers or +1 973-528-0011 for international

callers and entering access code 497505. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2381/54350

or on the investor relations section of the Company’s website, https://relianceglobalgroup.com/events-and-presentations/.

A

webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/

through July 30, 2027. A telephone replay of the call will be available approximately one hour following the call, through August 13,

2026, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access

code 54350.

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.

Cautionary

Note Regarding Forward-Looking Statements

This

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

1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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,” “seek,” “potential,”

“target,” “project,” “forecast,” “outlook,” or similar expressions, or by discussions

of strategy, plans, or intentions.

Forward-looking

statements in this press release include, without limitation, statements regarding: the Company’s strategic plans, including its

Scale51 strategy and the activities of EZRA International Group and LifeSci Global Group; the Company’s ability to identify, invest

in, integrate, scale, and obtain controlling interests in technology and life sciences businesses, including the timing and likelihood

thereof; the Company’s investment in Enquantum Ltd., the satisfaction of milestones under the related share purchase agreement,

the Company’s ability to acquire a majority or controlling interest in Enquantum, and the development, commercialization, and market

adoption of Enquantum’s post-quantum cybersecurity technologies; the Company’s investment in Innervate Radiopharmaceuticals

LLC and the development and potential commercialization of Innervate’s positron emission tomography imaging and therapeutic radiopharmaceutical

product candidates, including for the treatment of neuroblastoma and potential future applications; the future operations and prospects

of LifeSci Global Group LLC and any future investments to be made through that platform; the Company’s ability to maintain compliance

with the minimum bid price requirement and other continued listing standards of The Nasdaq Capital Market; the development, deployment,

expansion, and potential commercialization of the Company’s proprietary artificial intelligence technologies, including the Company’s

AI agent for secure browser automation, and the anticipated benefits and applications thereof; the Company’s ability to continue

executing on its insurance and InsurTech operations, including the development and rollout of RELI Exchange 2.0 and the anticipated benefits

of the Company’s OneFirm initiative and 2025 portfolio realignment; the Company’s expectations regarding revenue growth from

retained businesses, cost optimization, operating efficiencies, and trends in non-cash equity-based compensation; the Company’s

liquidity, working capital, capital allocation priorities, and ability to fund existing and future investment commitments, including

remaining tranches under the Enquantum share purchase agreement and additional commitments to LifeSci Global Group LLC; the Company’s

broader business strategy and growth outlook; and any other statements regarding future events, plans, or expectations.

These

forward-looking 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, that could cause actual results to differ materially from those

expressed or implied. Such risks and uncertainties include, without limitation: the highly speculative nature of, and substantial risk

of loss associated with, investments in early-stage technology and life sciences companies, including Enquantum and Innervate; the development,

regulatory, manufacturing, intellectual property, supply chain, reimbursement, and commercialization risks specific to radiopharmaceutical

and post-quantum cryptography product candidates; the Company’s ability to satisfy the conditions to remaining tranches under the

Enquantum share purchase agreement and to acquire a controlling interest on the contemplated timeline or at all; the Company’s

ability to identify and complete suitable additional investments through Scale51, EZRA International Group, and LifeSci Global Group,

and the risk that anticipated strategic, operational, or financial benefits of these initiatives may not be realized within expected

timeframes or at all; conflicts of interest associated with the Company’s life sciences investment platform, including the ownership

of LifeSci Global Group LLC by certain members of the Company’s management and board of directors and the role of one of the Company’s

directors as chief executive officer of Innervate; the Company’s ability to maintain compliance with the continued listing standards

of The Nasdaq Capital Market, including the minimum bid price requirement, and the risk that the reverse stock split may not achieve

its intended effect or may need to be supplemented by additional measures; risks related to changes in the composition of the Company’s

board of directors and committees, including the impact of any change in the independence of the Company’s directors on the Company’s

compliance with Nasdaq listing standards; cross-border legal, regulatory, geopolitical, tax, and currency risks associated with the Company’s

investment in an Israeli company and any future international investments; risks associated with the Company’s digital asset treasury

strategy and the volatility, custody, and regulatory treatment of digital assets; the Company’s ability to access additional capital

on acceptable terms, or at all, including under its existing at-the-market offering program and equity line of credit, both of which

are conditioned on continued Nasdaq listing; the Company’s ability to maintain and grow revenue from its retained insurance and

InsurTech operations following the divestiture of Fortman Insurance Services, Employee Benefits Solutions, and U.S. Benefits Alliance;

competition, regulatory developments, and other risks affecting the insurance brokerage and InsurTech industries; risks related to litigation,

settlements, and legal proceedings, including the matters described in the Company’s filings with the Securities and Exchange Commission;

and general business, economic, market, interest rate, and geopolitical 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, 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 through the Securities

and Exchange Commission’s website at www.sec.gov. 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, changed circumstances, or otherwise.

The

financial information presented in this press release is preliminary, unaudited, and subject to the completion of the Company’s

customary review and reporting processes. Such financial information has been prepared by, and is the responsibility of, the Company’s

management and reflects estimates based on information available to management as of the date of this press release. Although the Company

believes the financial information presented in this press release fairly reflects the Company’s results of operations and financial

condition for the periods presented, this information should not be regarded as a representation by the Company, its management, or its

independent registered public accounting firm as to the actual results that will be reflected in the Company’s Quarterly Report

on Form 10-Q for the three and six months ended June 30, 2026, when filed. This information should be read in conjunction with the Company’s

audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2025, as amended. The Company’s independent registered public accounting firm has not audited, reviewed, compiled,

or performed any procedures with respect to the financial information presented herein and does not express an opinion or any other form

of assurance with respect to such information.

Contact:

Crescendo

Communications, LLC

Tel:

+1 (212) 671-1020

Email:

EZRA@crescendo-ir.com

INFORMATION

REGARDING A NON-GAAP FINANCIAL MEASURE

The

Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the

SEC rules, provide important supplemental information. Adjusted EBITDA (“AEBITDA”), our key financial performance metric,

is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with generally

accepted accounting principles in the United States of America (“GAAP”). “AEBITDA” is defined as earnings before

interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below. The Company considers

AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational,

cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA

differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used

by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management

uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for

implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more

complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting

periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Consistent

with Regulation G, a description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP

financial information to our most comparable GAAP information are contained in this press release.

We

exclude the following items when calculating AEBITDA, and the following items define our non-GAAP financial measure AEBITDA:

● Interest

and related party interest expense: Unrelated to core Company operations and excluded to

provide more meaningful supplemental information regarding the Company’s core operational

performance.

● Depreciation

and amortization: Non-cash charge, excluded to provide more meaningful supplemental information

regarding the Company’s core operational performance.

● Goodwill

and/or asset impairments: Non-cash charge, excluded to provide more meaningful supplemental

information regarding the Company’s core operational performance.

● Equity-based

compensation: Non-cash compensation provided to employees and service providers (including

period amortization cost of service provider prepaid expenses that were prepaid with stock),

excluded to provide more meaningful supplemental information regarding the Company’s

core cash impacted operational performance.

● Other

income (expense), net: Includes certain non-routine income or expenses and other individually

de minimis items and is thus excluded as unrelated to core operations of the Company.

● Gain

(Loss) from Equity Method Investment: Includes certain gains and losses on equity method

investments that are non-cash, and thus excluded to provide more meaningful supplemental

information regarding the Company’s core operational performance.

● Unrealized

gains (losses) on digital assets, net: This account includes unrealized gains and losses

from digital assets and is thus excluded as unrelated to core operations of the Company.

● Transactional

costs: This includes expenses related to mergers, acquisitions, financings and refinancings,

and amendments or modification to indebtedness. These costs are unrelated to primary Company

operations and are excluded to provide more meaningful supplemental information regarding

the Company’s core operational performance.

● Non-standard

costs: This account includes non-recurring non-operational items, related to costs incurred

for a legal suit the Company has filed against one of the third parties involved in previously

discontinued operations and was excluded to provide more meaningful supplemental information

regarding the Company’s core operational performance.

The

following table provides a reconciliation from net income (loss) to consolidated AEBITDA for the three and six month periods ended June

30, 2026, and June 30, 2025:

Three Months Ended

June 30, 2026

Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2026

Six Months Ended

June 30, 2025

Net loss

$ (1,994,284 )

$ (2,710,901 )

$ (3,465,452 )

$ (4,447,786 )

Interest and related party interest expense

124,659

318,988

251,045

644,230

Depreciation and amortization

252,976

346,151

557,420

706,746

Share based compensation – employees, directors and third parties

210,536

1,479,557

401,894

2,504,542

Other (income) expense, net

–

–

–

24,598

Transactional costs

232,459

248,049

571,731

391,236

Non-standard costs

–

(63,534 )

–

(35,254 )

Loss from Equity Method Investment

94,354

–

120,384

–

Realized and unrealized gains on digital assets, net

(65,206 )

–

(9,263 )

–

Total adjustments

849,778

2,329,211

1,893,211

4,236,098

AEBITDA

$ (1,144,505 )

$ (381,690 )

$ (1,572,241 )

$ (211,688 )

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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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.

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