Form 8-K

8-K — Reliance Global Group, Inc.

Accession: 0001493152-26-036223

Filed: 2026-08-05

Period: 2026-07-30

CIK: 0001812727

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Regulation FD Disclosure

Item: Other Events

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): 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 ☐

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.

August 3, 2026, Reliance Global Group, Inc. (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.

July 30, 2026, the Company entered into a non-binding letter of intent (the “LOI”)

pursuant to which the Company would sell substantially all of the operating assets of its Altruis Benefit Consulting (“Altruis”)

subsidiary, a Michigan-based health insurance agency and benefits consulting business, to a third party purchaser or

its affiliates or owners (the “Buyer”), which would also assume certain specified liabilities of Altruis, for a cash purchase

price of $11,000,000 (the “Proposed Transaction”).

Under

the terms of the LOI, approximately $9,350,000 of the purchase price would be paid to the Company in cash at closing (subject to a working

capital adjustment), with approximately $1,650,000 to be held in an interest-bearing escrow account for indemnification purposes, the

remaining balance of which, together with accrued interest, would be released to the Company 18 months following closing, in each case

subject to the terms and conditions to be set forth in definitive agreements.

The

parties are targeting a closing of the Proposed Transaction on or before September 24, 2026, subject to the negotiation and execution

of definitive agreements and the satisfaction of closing conditions, including, among others, continuity of Altruis’s material

carrier appointments, lender lien releases and other third-party consents, satisfactory completion of due diligence (including a confirmatory

quality-of-earnings review), board approvals and the Buyer’s ability to obtain financing for the transaction.

The

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

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

has agreed, for a period commencing July 30, 2026 and continuing through October 16, 2026 (subject to extension in certain circumstances),

not to solicit, negotiate or accept competing proposals for the acquisition of Altruis’s assets or equity, subject to early termination

in certain circumstances.

There

can be no assurance that the parties will negotiate or execute definitive agreements, that the Proposed Transaction 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 Transaction, the anticipated terms, timing and consummation

thereof, the Company’s expected use of proceeds, and the anticipated effects of the Proposed Transaction on the Company’s

cash position, capital structure and financial flexibility. These statements are subject to risks and uncertainties, including that the

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

and that the Proposed Transaction may not be consummated on the terms described, on the contemplated timeline, or at all. Additional

risk factors are discussed in the Company’s filings with the Securities and Exchange Commission. 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 August 3, 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 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 Signs LOI to Sell Altruis Benefit Consulting for $11 Million in Cash

Transaction

Expected to Generate Approximately $7.6 Million of Aggregate Incremental Cash

After Retiring 100% of the Company’s Term Debt

All-Cash,

Non-Dilutive Transaction Would Support Continued Investment in the Company’s

Proprietary AI Platform and RELI Exchange InsurTech Operations

LAKEWOOD,

N.J., August 3, 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 entered into a non-binding letter of intent (the “LOI”)

to sell substantially all of the operating assets of its Altruis Benefit Consulting (“Altruis”) subsidiary, a Michigan-based

health insurance agency and benefits consulting business, for $11 million in cash. The transaction would transform the Company’s

balance sheet, retiring all of its term debt while adding a substantial amount of cash, without issuing a single share of stock. The

LOI is non-binding, and there can be no assurance that definitive agreements will be executed or that the proposed transaction will be

completed on the terms described, on the contemplated timeline, or at all.

Key

Terms and Expected Impact

● $11

million in cash for a single subsidiary. Reliance would retain its proprietary AI platform,

RELI Exchange and its other insurance operations. Approximately $9.35 million would be paid

at closing, with $1.65 million held in an interest-bearing escrow account, the remaining

balance of which, plus accrued interest, would be released to the Company 18 months after

closing.

● Approximately

$7.6 million of incremental cash. After fully repaying its Oak Street Funding term loan

— the Company’s only term debt of approximately $4.4 million. The transaction

is expected to generate approximately $7.6 million of incremental cash in the aggregate:

approximately $5 million of net proceeds at closing, before transaction expenses and any

taxes; approximately $1.0 million of cash released from restriction as loan collateral; and

$1.65 million upon release of the indemnification escrow 18 months after closing.

● Zero

dilution. The entire purchase price is payable in cash — not buyer stock, not a

seller note, not an earnout.

● Interest

expense eliminated. Repaying the term loan would eliminate the entire principal and interest

expense— approximately $1 million annually — making that cash available for operations

and growth.

● Targeted

closing. The parties are targeting a closing within the next 60 days, subject to customary

closing conditions.

Strategic

Rationale

The

proposed sale would mark a significant step in the portfolio strategy Reliance launched in 2025: monetizing mature insurance distribution

assets and redeploying that capital into the Company’s future growth opportunities. Altruis is a profitable, well-run business

that has grown under Reliance’s ownership, and the proposed price reflects the value the Company built there. With the proceeds,

Reliance would fund the continued build-out of its AI platform, launched in July 2026, and its RELI Exchange InsurTech network, while

retaining its other insurance operations and their recurring commission revenue.

“We

believe that this proposed transaction speaks for itself: an $11 million all-cash price for one of our subsidiaries underscores the value

of the business we have built at Reliance,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “

If completed, this sale would allow us to convert a portion of that value into cash and put it to work in the areas we believe offer

the greatest growth potential — our AI platform and our RELI Exchange network.”

“If

completed as contemplated, Reliance would emerge with no term debt, a substantially stronger cash position, and not one new share issued,”

Mr. Beyman continued. “Very few companies of our size get the opportunity to reset their balance sheet this decisively without

dilution. We intend to move quickly toward definitive agreements and a targeted closing, and we look forward to updating shareholders

on our progress.”

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 proposed sale of substantially all of the operating assets of Altruis

Benefit Consulting; the negotiation and execution of definitive agreements; the anticipated purchase price and its relationship to the

Company’s market capitalization; the expected net cash proceeds and the aggregate incremental cash expected to be generated by

the proposed transaction; escrow arrangements, post-closing adjustments and timing of any closing; the Company’s intended use of

proceeds, including the repayment of its outstanding term debt and the anticipated release of restricted cash; the anticipated effects

of the proposed transaction on the Company’s cash position, interest expense, capital structure and financial flexibility; the

Company’s strategy of monetizing mature insurance distribution assets and redeploying 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: that the LOI is non-binding as to the proposed transaction terms and either party

may discontinue negotiations at any time for any reason or no reason; the risk that definitive agreements are not negotiated or executed;

the risk that the buyer’s due diligence is not completed to its satisfaction; the risk that the buyer is unable to obtain financing

for the transaction on acceptable terms or at all; the risk that required carrier appointments are not continued or transferred; the

risk that existing liens are not released or that required lender, landlord, regulatory or other third-party consents and releases, or

board or other required approvals, are not obtained; the risk that closing conditions are not satisfied or waived, or that the transaction

is delayed beyond the targeted closing date or terminated; the risk that the final purchase price, escrow amounts or working capital

adjustments differ from those described herein; the risk that net proceeds and cash available to the Company are less than anticipated

after transaction expenses, income taxes (including any limitation on the Company’s ability to utilize net operating loss carryforwards),

escrows and debt repayment; the risk that the lender does not release restricted cash or collateral on the terms or timing anticipated;

the fact that the Company’s market capitalization and cash balance fluctuate and comparisons thereto are as of the dates indicated;

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 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

Media

Contact:

Michael

Goldberg

michael@mmstratcomms.com

###

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