Reliance Global Group, Inc.

Reliance Global Group, Inc. (RELI, soon to be EZRA) operates as a holding company focused on acquiring, owning, and actively managing insurance and technology-focused businesses. The company's historical strategy has centered on acquiring businesses in fragmented markets, centralizing operational infrastructure, leveraging proprietary technology, and generating recurring cash flows. The U.S. insurance industry, where Reliance primarily operates, is segmented into Property and Casualty (P&C), Life and Health, and Accident and Health insurance. Independent insurance agencies, like those owned by Reliance, act as intermediaries, earning commissions from carriers rather than bearing underwriting risk. This sector is characterized by high fragmentation, leading to ongoing consolidation opportunities driven by succession planning, regulatory complexity, technology investment needs, and the pursuit of scale efficiencies.

Reliance's core business model revolves around its insurance agency platform, which generates commission-based revenues from the sale and servicing of insurance products. This platform is supported by centralized infrastructure and proprietary technology. The company's revenue streams are primarily recurring, derived from renewal commissions as long as policies remain in force. Customer segments include individual and business insurance consumers, as well as independent agents and agency partners who utilize Reliance's technology and operational support. The company's model allows participating agents branding flexibility while leveraging centralized resources.

The company operates two primary technology platforms: RELI Exchange and 5MinuteInsure.com (5MI). RELI Exchange is a business-to-business (B2B) InsurTech platform and partner network designed to support insurance agents and agencies. It offers technology-enabled tools, centralized quoting, back-office support, and access to multiple insurance carriers. Key features include multi-carrier quoting, reduced administrative burden through automation, licensing and compliance resources, and scalability through a unified technology ecosystem. In January 2024, a client referral portal was launched within RELI Exchange, and in September 2024, a beta version of an advanced quote and bind solution for commercial policies was introduced, with continued development in 2025. 5MinuteInsure.com (5MI) is a direct-to-consumer InsurTech platform enabling consumers to compare, quote, and bind certain insurance products digitally. It is live in 44 states and provides access to coverage through over thirty carriers, integrating with the broader RELI Exchange ecosystem.

For the fiscal year ended December 31, 2025, Reliance Global Group reported total commission income of $12,430,959 ¹, a decrease from $14,054,361 ² in 2024, primarily due to portfolio realignments including asset sales. Commission expense increased by 10% to $4,614,690 ³ from $4,189,599 ⁴ in 2024, reflecting higher sales activity and market-driven commission rates. Salaries and wages rose by 43% to $10,308,197 ⁵ from $7,226,810 ⁶, mainly due to non-cash share-based compensation. General and administrative expenses increased by 16% to $4,910,823 ⁷ from $4,219,635 ⁸, driven by director non-cash equity awards. Marketing and advertising expenses decreased by 22% to $278,399 ⁹ from $357,697 ¹⁰. The company reported a net loss of $(6,987,756) ¹¹ for 2025, an improvement from $(9,071,584) ¹² in 2024. Basic and diluted loss per share were both $(1.28) ¹³ for 2025, compared to $(9.01) ¹⁴ in 2024. Adjusted EBITDA (AEBITDA) was $(1,596,628) ¹⁵ in 2025, a significant decrease from $(321,224) ¹⁶ in 2024, attributed to lower revenue from portfolio realignments and higher operating costs. As of December 31, 2025, the company had a cash balance of approximately $2,731,000 ¹⁷, with $1,416,000 ¹⁸ restricted, and working capital of approximately $1,875,000 ¹⁹. Total long-term debt, less current portion, was $4,062,972 ²⁰.

Year-over-year, commission income decreased by $1,623,402 ²¹ or 12%, primarily due to the sale of Fortman Insurance Services (FIS), Employee Benefits Solutions (EBS), and U.S. Benefits Alliance (USBA) businesses. Commission expense increased by $425,091 ²² or 10%. Salaries and wages increased by $3,081,387 ²³ or 43%, and general and administrative expenses increased by $691,188 ²⁴ or 16%. Depreciation and amortization decreased by $454,222 ²⁵ or 25%, due to assets becoming fully amortized and the disposition of FIS, EBS, and USBA assets. Asset impairment, which was $3,922,110 ²⁶ in 2024, was zero in 2025. Interest expense decreased by $451,727 ²⁷ or 31%, and related party interest expense decreased by $88,609 ²⁸ or 63%, both due to debt reduction. A gain on sale of business of $3,182,917 ²⁹ was recognized in 2025 from the portfolio realignments, compared to zero in 2024. Unrealized and realized losses on digital assets, net, were $(59,505) ³⁰ in 2025, as digital assets were acquired in the current year.

During 2025, Reliance completed the sale of certain insurance brokerage assets, including Fortman Insurance Services and the Employee Benefits Solutions and US Benefits Alliance businesses, using proceeds to reduce outstanding indebtedness, including approximately $5.0 million ³¹ of long-term debt owed to Oak Street. The company also adopted a digital asset treasury strategy in September 2025, acquiring digital assets as part of this initiative. The previously announced agreement to acquire Spetner Associates, Inc. was terminated in July 2025, resulting in the expensing of approximately $568,856 ³² in non-refundable equity prepayments. In August 2025, Reliance entered into a common stock purchase agreement with White Lion Capital, LLC, providing access to up to $10.0 million ³³ of capital through an equity line of credit facility. The company also generated approximately $2.2 million ³⁴ in net proceeds from sales under its At-the-Market (ATM) program during 2025.

Reliance Global Group launched EZRA International Group in January 2026 as a strategic platform to support expansion through majority investments in technology-focused businesses. This initiative includes the "Scale51" model, aiming to acquire controlling ownership positions, generally targeting approximately 51%, in selected technology-driven companies. The company plans to support these acquired businesses through governance participation, operational support, and access to capital markets. The core insurance brokerage and InsurTech platforms will continue to operate and be optimized as foundational businesses.

A major growth area is the strategic expansion into technology sectors such as artificial intelligence and data analytics, cybersecurity, fintech and insurtech, and medtech and digital health. On January 15, 2026, the company advanced $166,000 ³⁵ to Enquantum Ltd., a cybersecurity company, via a secured convertible promissory note. Subsequently, on February 5, 2026, Reliance entered into a Share Purchase Agreement to acquire an aggregate equity interest of 51% ³⁶ of Enquantum on a fully diluted basis for an aggregate purchase price of $2,125,000 ³⁷, payable in tranches tied to monthly operational and commercialization milestones over an anticipated 10-month period. The initial closing on February 23, 2026, resulted in the acquisition of approximately 8% ³⁸ of Enquantum, converting the $166,000 ³⁹ note and making an additional cash investment. Future monthly tranche investments are intended to increase ownership by approximately 4% ⁴⁰ per month until 48% ⁴¹ ownership is reached, followed by a "control top-up" transaction to increase ownership to 51% ⁴² for consideration of common stock valued at $125,000 ⁴³.

Another potential growth area is the proposed acquisition of a majority equity interest in Scent Medical Technologies Ltd. (Scentech), an Israeli diagnostics company developing AI-based technologies for disease identification in human breath. This proposed transaction, expected to be the first potential investment of EZRA International Group, aims for majority ownership subject to clinical, regulatory, and operational milestones. Scentech's product candidates, including VOX™ for early pancreatic cancer risk assessment and VocTracer™ for healthcare-associated infections, are currently investigational.

Operationally, the company intends to continue investing in its insurance operations and proprietary technology capabilities. The "One-Firm" operating approach aims to integrate owned agencies into shared operational systems, carrier relationships, compliance infrastructure, and technology architecture to enhance collaboration, strengthen carrier relationships, and leverage centralized technology and operational infrastructure for efficiency and scalable growth.

Regarding capital allocation, the company completed a public offering on January 29, 2026, generating gross proceeds of approximately $2.0 million ⁴⁴ before deducting placement agent fees and other offering expenses. The net proceeds are intended for working capital, strategic investments and acquisitions, and general corporate purposes. The company also has access to up to $10.0 million ⁴⁵ of capital through an equity line of credit facility with White Lion Capital, LLC, with $9,130,393 ⁴⁶ remaining capacity as of December 31, 2025. The company does not expect to pay dividends for the foreseeable future, with the exception of a one-time special cash dividend of $0.03 ⁴⁷ per share paid on December 2, 2025.

Management explicitly flagged several structural headwinds and execution risks to the growth plan. The strategic expansion through EZRA International Group and the Scale51 investment model involves significant risks, particularly with early-stage technology businesses that may have limited operating histories, unproven technologies, or uncertain paths to profitability. Milestone-based investments require capital commitment over time, and anticipated milestones may not be achieved. The ability to execute this strategy depends on identifying suitable opportunities, conducting due diligence, negotiating favorable terms, integrating acquired businesses, and supporting their growth. Investments in companies located in Israel, such as Enquantum and potentially Scentech, expose the company to risks related to geopolitical instability, armed conflict, and regional security conditions, which could disrupt operations, impact economic conditions, and affect capital availability.

The company faces material risks including significant fluctuations in quarterly and annual results due to its limited operating history in certain business aspects and the evolving nature of strategic initiatives like EZRA International Group and the Scale51 model. The ability to successfully identify, negotiate, finance, and integrate acquisitions, especially majority ownership in technology-driven businesses, on acceptable terms or at all, is a key risk. Investments in companies located in Israel expose the company to geopolitical instability, armed conflict, and security threats, which could disrupt operations, cause workforce disruptions, and impact economic conditions. Competition for business combination opportunities is intense, and the company's limited financial resources may hinder its ability to acquire sizable targets. The company may be unable to obtain additional financing, if required, to complete acquisitions or support existing and target businesses, which could compel restructuring or abandonment of transactions. Holding cash and cash equivalents in deposit accounts exceeding the FDIC limit of $250,000 ⁴⁸ exposes the company to loss if financial institutions fail. Inability to retain or attract qualified employees, including key executives, could negatively impact business retention and generation. Acquisitions carry risks such as diversion of management's attention, integration difficulties, increased expenses, and unanticipated problems. Cybersecurity attacks or IT system interruptions could adversely affect business, financial condition, and reputation, potentially leading to data loss, monetary damages, and increased compliance costs. Rapid technological change may require additional resources and time to respond, affecting business and operating results. Changes in data privacy and protection laws could increase costs or restrict operations. Geographic concentration of insurance operations in Michigan, New York, Montana, New Jersey, Ohio, and Illinois exposes the company to adverse economic conditions, natural disasters, or regulatory changes in these regions. Failure to comply with debt covenants, such as debt service coverage ratio and debt to EBITDA ratio, could adversely affect liquidity and financial condition. The inherent uncertainties in estimates, judgments, and assumptions used in financial statement preparation could materially affect financial position and results. Improper disclosure of confidential information could harm reputation and lead to liability. Inflation may adversely affect demand, costs, and margins. Increased competition from insurance companies, technology companies, and financial services, as well as reduced insurer capacity, could negatively impact results. Quarterly and annual variations in commissions due to policy renewals and new/lost business production, and reliance on profit-sharing contingent commissions, may affect revenue predictability. Potential changes in regulations regarding business practices and compensation arrangements could adversely affect operations.

Management's message to shareholders emphasizes a strategic pivot towards a holding company model that combines stable, recurring commission-based revenues from its insurance operations with selective, majority ownership investments in technology-driven businesses through the newly launched EZRA International Group and its "Scale51" model. This approach is designed to leverage the stability of the insurance platform while pursuing growth in complementary technology sectors like artificial intelligence, cybersecurity, fintech, and medtech. Management highlighted recent portfolio realignments in 2025, including the sale of certain insurance brokerage assets, which were used to reduce outstanding indebtedness, such as approximately $5.0 million ⁴⁹ of Oak Street long-term debt. Key strategic priorities for the period ahead include continuing to operate and optimize the core insurance brokerage and InsurTech platforms, while actively pursuing and integrating majority ownership interests in technology businesses under the Scale51 model, as exemplified by the initial investment in Enquantum Ltd. and the non-binding term sheet to acquire a majority interest in Scent Medical Technologies Ltd. Management also noted capital structure initiatives, including an At-the-Market (ATM) program that generated approximately $2.2 million ⁵⁰ in net proceeds during 2025, and a public offering in January 2026 that raised approximately $2.0 million ⁵¹ in gross proceeds, intended for working capital, strategic investments, and general corporate purposes.