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 involved 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. Insurance agencies, unlike carriers, do not bear underwriting risk but earn commissions and other compensation based on premiums placed. The insurance agency sector is highly fragmented, presenting opportunities for consolidation driven by factors such as succession planning challenges, increasing regulatory complexity, technology investment requirements, and the pursuit of scale efficiencies. The company's strategy is designed to operate within this framework by combining agency operations, centralized infrastructure, and proprietary technology platforms, aiming to leverage the stability of its insurance operations while selectively pursuing majority ownership interests in technology-driven businesses through its Scale51 strategy.

Reliance's core business model revolves around generating commission-based revenues through the sale and servicing of insurance products via its owned and operated insurance agencies and related platforms. The company's revenue streams are primarily recurring, derived from renewal commissions as long as policies remain in force, subject to retention and carrier arrangements. Primary customer segments include insurance consumers seeking coverage and independent agents/agency partners who utilize the company's platform model. The company maintains relationships with multiple insurance carriers across personal and commercial lines, which are foundational to its commission-based revenue model.

The company operates two main product and service lines: the RELI Exchange Platform and 5MinuteInsure.com (5MI). RELI Exchange is a business-to-business (B2B) InsurTech platform and partner network designed to support insurance agents and agencies with technology-enabled tools, centralized quoting, back-office support, and access to multiple insurance carriers. It aims to facilitate multi-carrier quoting, reduce administrative burden, provide operational infrastructure, and support scalability. 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, with its technology infrastructure 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. The company incurred total operating expenses of $21,443,955 ², resulting in a loss from operations of $(9,012,996) ³. Net loss for the period was $(6,987,756) ⁴, leading to a basic and diluted loss per share of $(1.28) ⁵. Adjusted EBITDA (AEBITDA), a non-GAAP measure, was $(1,596,628) ⁶. As of December 31, 2025, the company had a cash balance of $1,315,634 ⁷ and restricted cash of $1,415,725 ⁸, totaling $2,731,359 ⁹ in cash and restricted cash. Total current assets were $4,271,675 ¹⁰, and total current liabilities were $2,396,808 ¹¹, resulting in working capital of $1,875,000 ¹². Long-term debt, less the current portion, stood at $4,062,972 ¹³.

Comparing the year ended December 31, 2025, to December 31, 2024, total commission income decreased by $1,623,402 ¹⁴, or -12% ¹⁵, primarily due to portfolio realignments including the asset sales of Fortman Insurance Services (FIS), Employee Benefits Solutions (EBS), and U.S. Benefits Alliance (USBA). Commission expense increased by $425,091 ¹⁶, or 10% ¹⁷, reflecting higher sales activity and general market-driven increases in commission rates. Salaries and wages increased by $3,081,387 ¹⁸, or 43% ¹⁹, mainly due to non-cash share-based compensation, partially offset by the elimination of FIS salaries. General and administrative expenses rose by $691,188 ²⁰, or 16% ²¹, driven by director non-cash equity awards, offset by "One-Firm" efficiencies. Marketing and advertising expenses decreased by $79,298 ²², or -22% ²³. Depreciation and amortization decreased by $454,222 ²⁴, or -25% 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 $0 ²⁷ in 2025. Interest expense decreased by $451,727 ²⁸, or -31% ²⁹, following portfolio realignments and debt payoffs. The company recognized a gain on sale of business of $3,182,917 ³⁰ in 2025, compared to $0 ³¹ in 2024, attributable to the divestitures. Unrealized and realized losses on digital assets, net, were $(59,505) ³² in 2025, as digital assets were acquired in the current year. Net loss improved by $2,083,828 ³³, or -23% ³⁴. AEBITDA, however, decreased by $1,275,404 ³⁵, or 397% ³⁶, primarily due to lower revenue from portfolio realignment and higher operating and commission costs.

During 2025, the company completed the sale of certain insurance brokerage assets, including the Fortman Insurance Services business and the Employee Benefits Solutions and US Benefits Alliance businesses. Proceeds from these transactions were used to reduce outstanding indebtedness, with approximately $5.0 million ³⁷ of long-term debt owed to Oak Street repaid in July 2025, followed by an additional repayment. The previously announced agreement to acquire Spetner Associates, Inc. was terminated in July 2025, leading to the expensing of non-refundable equity prepayments of approximately $568,856 ³⁸. In September 2025, the company adopted a digital asset treasury strategy and acquired digital assets as part of this initiative. In August 2025, Reliance entered into a common stock purchase agreement with White Lion Capital, LLC, providing access to up to $10.0 million ³⁹ of capital through an equity line of credit. The company also generated approximately $2.2 million ⁴⁰ 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, under which the company aims to acquire controlling ownership positions, generally targeting approximately 51% ⁴¹, in selected technology-driven companies. The company plans to support these acquired businesses through governance participation, operational support, and access to capital markets. While continuing to operate and optimize its insurance brokerage and InsurTech platforms as core operating businesses, Reliance will selectively pursue majority ownership interests in technology sectors such as artificial intelligence and data analytics, cybersecurity, fintech and insurtech, and medtech and digital health.

A key growth area is the investment in Enquantum Ltd., a cybersecurity company. On January 15, 2026, Reliance advanced Enquantum $166,000 ⁴² via a secured convertible promissory note. Subsequently, on February 5, 2026, the company entered into a Share Purchase Agreement to acquire an aggregate equity interest of 51% ⁴³ of Enquantum on a fully diluted basis for a total purchase price of $2,125,000 ⁴⁴, payable in tranches over an anticipated 10-month period. The initial closing on February 23, 2026, resulted in Reliance acquiring approximately 8% ⁴⁵ of Enquantum, converting the $166,000 ⁴⁶ note and making an additional cash investment. Future monthly tranche investments are intended to increase ownership by approximately 4% ⁴⁷ per month until 48% ⁴⁸ ownership is reached, followed by a "control top-up" transaction to increase ownership to 51% ⁴⁹ for consideration of $125,000 ⁵⁰ in Reliance common stock. This investment is viewed as an initial example of the Scale51 model.

Another potential growth area is the proposed acquisition of a majority equity interest in Scent Medical Technologies Ltd. (Scentech), an Israeli diagnostics company. A non-binding term sheet was entered into on January 7, 2026, for this transaction, which is expected to be the first potential investment of EZRA International Group. The proposed transaction is structured to provide for majority ownership subject to the achievement of defined clinical, regulatory, and operational milestones over time. Scentech's product candidates, including VOX™ for early pancreatic cancer risk assessment and VocTracer™ for detecting healthcare-associated infections, are currently investigational and have not received regulatory clearance or approval.

Regarding capital allocation, the company completed a public offering on January 29, 2026, generating gross proceeds of approximately $2.0 million ⁵¹ 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 ⁵² of capital through an equity line of credit facility with White Lion Capital, LLC, entered into in August 2025, with capacity remaining available as of December 31, 2025. Additionally, the company sold an additional 89,629 ⁵³ shares of Common Stock under the ATM Program-2025 for net proceeds of approximately $47,829 ⁵⁴ subsequent to December 31, 2025, with approximately $1,764,443 ⁵⁵ of Common Stock remaining available for issuance thereafter under the ATM Program-2025.

The company explicitly flagged structural headwinds and execution risks related to its strategic expansion through EZRA International Group and the Scale51 investment model. These include significant risks and uncertainties associated with technology companies, particularly early-stage or growth-stage businesses, which may have limited operating histories, unproven technologies, or uncertain paths to revenue generation or profitability. Investments in these businesses may not achieve anticipated strategic, operational, or financial benefits. The milestone-based investment structures may require capital commitment over time while the underlying business is still developing, and milestones may not be achieved as expected. The ability to successfully execute this strategy depends on identifying suitable opportunities, conducting due diligence, negotiating favorable terms, integrating acquired businesses, and supporting their growth, with additional capital potentially required that may not be available on acceptable terms.

Geographic and geopolitical factors are also identified as constraints, particularly concerning investments in companies located in Israel, such as Scentech. Israel has historically experienced geopolitical instability, armed conflict, and security threats, which could disrupt operations, damage infrastructure, cause workforce disruptions, delay R&D, interrupt supply chains, restrict travel, or limit access to capital markets. Such instability may also negatively impact economic conditions, investor sentiment, and capital availability in the region, potentially leading to increased operating costs, reduced financing access, or regulatory changes for companies operating there.

The company faces several 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. There is a risk that the company may not be able to identify, negotiate, finance, or successfully integrate acquisitions or strategic investments, particularly in technology-driven businesses, or that these investments may not achieve anticipated benefits. Geopolitical instability, armed conflict, and regional security conditions in Israel pose a significant risk to investments in companies located there, potentially disrupting operations, causing workforce disruptions, or affecting access to capital. The company has limited resources and faces intense competition for business combination opportunities, which may hinder its ability to acquire other assets or businesses. There is a risk of being unable to obtain additional financing, if required, to complete acquisitions or support existing and target businesses, which could compel restructuring or abandonment of transactions. The company holds cash and cash equivalents in deposit accounts exceeding the Federal Deposit Insurance Corporation (FDIC) standard deposit insurance limit of $250,000 ⁵⁶, exposing it to loss if the financial institution fails. Inability to retain or attract qualified employees, including key executives, could negatively impact business. Cybersecurity attacks or interruptions in information technology and data security could adversely affect the 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 and regulations, or non-compliance, could adversely affect the business and financial results. A significant portion of the insurance business is concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois, making the company vulnerable to adverse economic conditions, natural disasters, or regulatory changes in these regions. Failure to comply with covenants in debt agreements, such as those with Oak Street Funding LLC, could adversely affect liquidity, results of operations, and financial condition. The company's CEO has common stock equity and debt interests, including a revolving credit facility with YES Americana Group, LLC, an entity beneficially owned by the CEO, which creates potential conflicts of interest. Future sales or other dilution of equity could adversely affect the market price of common stock. The company does not expect to pay dividends for the foreseeable future, and the market value of warrants is uncertain. Changes in tax laws, such as the Inflation Reduction Act, could materially affect financial condition, results of operations, and cash flows. Increasing focus on environmental, social, and governance (ESG) factors may impose additional costs and expose the company to new risks if its practices do not meet evolving standards.

Management's message to shareholders emphasizes the company's evolution as a holding company that acquires, owns, and actively manages insurance and technology-focused businesses. The overall tone highlights a strategic shift towards leveraging the stability of its insurance operations as a foundational cash flow base while selectively pursuing majority ownership interests in technology-driven businesses through the newly launched EZRA International Group and its "Scale51" acquisition model. Management explicitly stated its intention to continue operating and optimizing its insurance brokerage and InsurTech platforms as core operating businesses. Key strategic priorities for the period ahead include the disciplined capital deployment across complementary sectors, as evidenced by the initial investment in Enquantum Ltd. to acquire up to 51% ⁵⁷ equity interest for an aggregate purchase price of $2,125,000 ⁵⁸, and the non-binding term sheet to acquire a majority equity interest in Scent Medical Technologies Ltd. Management also highlighted capital structure initiatives undertaken in 2025, such as the sale of certain insurance brokerage assets, repayment of approximately $5.0 million ⁵⁹ of long-term debt, and securing access to up to $10.0 million ⁶⁰ of capital through an equity line of credit, along with generating approximately $2.2 million ⁶¹ in net proceeds from ATM sales. The company's ticker symbol change from "RELI" to "EZRA" effective January 26, 2026, further underscores this strategic evolution.