Reliance Global Group, Inc.: Form 10-K for the period ended Dec 31, 2025

Overview

Reliance Global Group, Inc. (“Reliance,” “we”, “us”, or the “Company”) was incorporated in Florida on August 2, 2013 under the name Ethos Media Network, Inc. In September 2018, Reliance Global Holdings, LLC, a related party, acquired a controlling interest in the Company. On October 18, 2018, the Company changed its name to Reliance Global Group, Inc. Effective January 26, 2026, we changed our ticker symbol on the Nasdaq Capital Market from “RELI” to “EZRA.”

We operate as a holding company that acquires, owns, and actively manages insurance and technology-focused businesses. Historically, our primary focus has been the acquisition and operation of wholesale and retail insurance agencies, together with the development of proprietary InsurTech platforms designed to enhance distribution efficiency, scalability, and operational integration.

Our strategy has historically been to acquire businesses in fragmented markets, centralize operational infrastructure, leverage proprietary technology, and generate recurring cash flows while pursuing long-term value creation. We continue to expand our strategy as outlined in recent developments with Scale 51 and to evaluate opportunities consistent with this holding company model.

As of December 31, 2025, we owned and operated six insurance-related businesses and various proprietary technology platforms. During 2025, we also completed certain portfolio realignment transactions and capital structure initiatives, as described below.

Portfolio Realignment and Capital Structure

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 in part to reduce outstanding indebtedness.

In July 2025, the Company repaid approximately $5.0 million of long-term debt owed to Oak Street and subsequently reduced the remaining balance through additional asset sale proceeds.

In August 2025, the Company entered into a common stock purchase agreement with White Lion Capital, LLC providing access to up to $10.0 million of capital through an equity line of credit facility, subject to customary limitations and conditions. The facility provides additional financial flexibility to support working capital and strategic initiatives.

Digital Asset Treasury

In September 2025, the Company adopted a digital asset treasury strategy pursuant to which it may allocate a portion of its treasury assets to cryptocurrencies and related blockchain initiatives. The Company formed a Crypto Advisory Board to oversee this strategy and engaged an external advisor to provide strategic guidance.

During 2025, the Company acquired digital assets as part of this initiative. The Company views its digital asset treasury strategy as a capital allocation tool complementary to its broader holding company model. The strategy does not alter the Company’s core operating focus on insurance and technology businesses.

Termination of Spetner Transaction

In July 2025, the previously announced agreement to acquire Spetner Associates, Inc. was terminated. The Company expensed previously issued non-refundable equity prepayments associated with the contemplated acquisition and has no ongoing obligations under that agreement.

Recent Developments

Strategic Expansion Through EZRA International and Scale51

In January 2026, the Company launched EZRA International Group as a strategic platform intended to support the Company’s expansion through majority investments in technology-focused businesses. As part of this initiative, the Company introduced the “Scale51” model, under which the Company seeks to acquire controlling ownership positions, generally targeting approximately 51%, in selected technology-driven companies and to support their development through governance participation, operational support, and access to capital markets.

The Company intends to continue operating and optimizing its insurance brokerage and InsurTech platforms as its core operating businesses while selectively pursuing majority ownership interests in technology businesses in sectors such as artificial intelligence and data analytics, cybersecurity, fintech and insurtech, and medtech and digital health.

On January 15, 2026, the Company entered into a secured convertible promissory note with Enquantum Ltd. (“Enquantum”), a cybersecurity company developing post-quantum encryption and next-generation data protection technologies, pursuant to which the Company advanced Enquantum $166,000.

On February 5, 2026, the Company entered into a Share Purchase Agreement with Enquantum pursuant to which the Company agreed to acquire, over time and subject to the satisfaction of specified milestone criteria and other conditions, an aggregate equity interest equal to 51% of Enquantum on a fully diluted basis. The transactions contemplated by the Share Purchase Agreement are structured to occur through an initial closing followed by a series of milestone-based closings, each subject to the satisfaction or waiver of customary closing conditions.

The aggregate purchase price to acquire the 51% ownership interest is $2,125,000, payable in tranches tied to specified monthly operational and commercialization milestones over an anticipated 10-month period.

On February 23, 2026, the Company completed the initial closing under the Share Purchase Agreement and converted the previously issued $166,000 secured convertible note as part of the first tranche investment. In connection with the initial closing, the Company acquired approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis, consisting of (i) the conversion of the secured convertible note into Enquantum ordinary shares representing approximately 4% of Enquantum on a fully diluted basis and (ii) the purchase for cash of additional Enquantum ordinary shares representing approximately 4% ownership on a fully diluted basis.

Subject to the satisfaction of applicable milestone criteria and other conditions, Enquantum may issue additional ordinary shares to the Company in connection with monthly tranche investments that are generally intended to increase the Company’s ownership interest by approximately 4% per month until the Company reaches approximately 48% ownership on a fully diluted basis.

The Share Purchase Agreement also provides for a final “control top-up” transaction intended to increase the Company’s ownership from approximately 48% to 51% of Enquantum on a fully diluted basis. As consideration for the control top-up, the Company has agreed to issue to Enquantum shares of the Company’s common stock with an aggregate value of $125,000, determined based on the last reported sale price of the Company’s common stock on The Nasdaq Stock Market LLC on the trading day immediately preceding the applicable control top-up closing.

The Company views this investment as an initial example of the Scale51 model.

On January 7, 2026, the Company entered into a non-binding term sheet to acquire a majority equity interest in Scent Medical Technologies Ltd. (“Scentech”), an Israeli diagnostics company developing artificial intelligence-based technologies designed to identify disease-associated molecular signatures in human breath. The proposed transaction, which is expected to be the first potential investment of EZRA International Group, 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™, a breath-based diagnostic platform under development for early pancreatic cancer risk assessment, and VocTracer™, a laboratory-based system under development for the detection of healthcare-associated infections and antimicrobial resistance, remain investigational, have not been clinically validated for any intended use, and have not received regulatory clearance or approval for commercial sale in any jurisdiction. Completion of the proposed transaction is subject to the execution of definitive agreements, the satisfaction of customary closing conditions, and successful completion of due diligence, and there can be no assurance that the transaction will be completed on the terms contemplated, or at all.

Public Offering

On January 29, 2026, the Company closed a public offering of 7,407,408 shares of its common stock (or pre-funded warrants in lieu thereof), together with warrants to purchase up to 14,814,816 shares of common stock. The securities were sold at a combined public offering price of $0.27 per share (or $0.269 per pre-funded warrant, in each case, in lieu of a share) and accompanying common warrants.

The common warrants are exercisable upon issuance at an exercise price of $0.27 per share and expire two years from the initial exercise date. For each share of common stock (or pre-funded warrant) issued in the offering, the purchaser received two common warrants, each exercisable for one share of common stock, subject to customary anti-dilution adjustments.

H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering on a reasonable best efforts basis.

The gross proceeds to the Company from the offering were approximately $2.0 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the offering for working capital, strategic investments and acquisitions, and general corporate purposes.

In connection with the offering, the Company agreed to pay the placement agent (i) a cash fee equal to 7.0% of the gross proceeds of the offering, (ii) a management fee equal to 1.0% of the gross proceeds of the offering, and (iii) reimbursement of certain accountable expenses. The Company also issued placement agent warrants to purchase a number of shares of common stock equal to 7.0% of the aggregate number of shares of common stock and pre-funded warrants sold in the offering. The placement agent warrants have an exercise price of $0.3375 per share and expire two years from the initial exercise date.

In connection with the offering, the Company’s officers and directors entered into lock-up agreements restricting the sale or transfer of shares of common stock and certain related securities for a period of 30 days following the closing of the offering, subject to customary exceptions.

The offering was conducted pursuant to the Company’s registration statement on Form S-1, which was declared effective by the Securities and Exchange Commission on January 28, 2026.

NASDAQ Ticker Symbol Change

On January 22, 2026, the Company announced that its ticker symbol on the Nasdaq Capital Market will change from “RELI” to “EZRA,” effective at the open of trading on Monday, January 26, 2026. The Company’s common stock will remain listed on the Nasdaq Capital Market and the Company’s CUSIP number will remain unchanged. No action is required by the Company’s stockholders in connection with the ticker symbol change.

Insurance Operations and Technology Integration

Insurance operations remain the Company’s primary operating foundation. We own and operate insurance agencies and related platforms that generate commission-based revenues through the sale and servicing of insurance products.

We have sought to integrate our agency operations through centralized infrastructure and proprietary technology platforms designed to enhance scalability and operational efficiency.

RELI Exchange Platform

We operate RELI Exchange, a business-to-business (“B2B”) InsurTech platform and partner network designed to support insurance agents and agencies through technology-enabled tools and operational infrastructure.

RELI Exchange is structured as a private-label platform that provides agents with flexibility in branding while offering centralized quoting tools, back-office support, and access to multiple insurance carriers. The platform is intended to:

• Facilitate multi-carrier quoting through technology-enabled workflows;
• Reduce administrative burden through automation and centralized servicing support;
• Provide operational infrastructure, including licensing and compliance resources; and
• Support scalability through a unified technology ecosystem.

In January 2024, we launched a client referral portal within the RELI Exchange platform to support referral management and client tracking functionality.

In September 2024, we introduced a beta version of an advanced quote and bind solution for commercial policies. During 2025, we continued development and refinement of this platform to streamline quoting and binding workflows through automation and analytics.

We also provide training and mentorship resources designed to support agent onboarding and business development.

5MinuteInsure.com (5MI)

We developed and launched 5MinuteInsure.com (“5MI”), a direct-to-consumer InsurTech platform designed to enable consumers to compare, quote, and bind certain insurance products through a streamlined digital interface.

5MI is currently live in 44 states and provides access to coverage through more than thirty carriers. The platform is designed to facilitate quoting and policy binding in a time-efficient manner through automation and analytics, supporting efficient underwriting workflows, servicing, and renewals. Elements of the 5MI technology infrastructure support and integrate with the broader RELI Exchange ecosystem.

Insurance Agency Industry Overview

Structure of the Insurance Industry

The U.S. insurance industry is generally comprised of three principal sectors:

1. Property and Casualty (“P&C”) Insurance, which includes personal lines such as automobile and homeowners insurance, as well as commercial lines coverage for businesses;

2. Life and Health Insurance, which includes life insurance, annuities, and certain health-related products; and

3. Accident and Health Insurance, typically written by insurers specializing in medical and related coverages.

Insurance carriers underwrite and assume insurance risk, establish pricing, manage claims, and maintain capital reserves. In contrast, insurance agencies and brokers act as intermediaries between carriers and policyholders. Agencies do not bear underwriting risk; instead, they earn commissions and other compensation based on premiums placed with carriers.

This structural distinction between carriers and agencies results in different capital requirements, risk profiles, and operating characteristics.

Role of Independent Insurance Agencies

Independent insurance agencies represent multiple insurance carriers and offer clients access to a range of coverage options. Agencies generate revenue primarily through commissions, typically calculated as a percentage of written premiums, as well as renewal commissions and, in certain cases, contingent or incentive-based compensation arrangements with carriers.

Unlike captive agents, who are generally limited to a single carrier, independent agencies can place business with multiple carriers, which may allow them to provide broader product selection and pricing alternatives to clients.

Revenue for insurance agencies is generally influenced by:

• Premium pricing trends established by carriers;
• Policy retention rates and renewal volumes;
• New business production;
• Economic activity and business formation trends; and
• The competitiveness of agency distribution models.

Because agencies do not assume underwriting risk, their exposure to catastrophic loss events differs materially from that of carriers. However, agency revenues may be indirectly affected by changes in premium pricing cycles or carrier underwriting appetite.

Industry Fragmentation and Consolidation Trends

The insurance agency sector remains highly fragmented, consisting of a large number of small and mid-sized privately owned agencies operating across local and regional markets. This fragmentation has historically created opportunities for consolidation by larger, well-capitalized acquirers seeking to achieve scale efficiencies, expanded geographic reach, and operational integration.

Key drivers of consolidation activity in the insurance agency market include:

• Succession planning challenges among agency owners;
• Increasing regulatory and compliance complexity;
• Technology investment requirements;
• Carrier relationship management; and
• The pursuit of scale-based operational efficiencies.

Acquirers often seek to centralize back-office functions, leverage shared technology infrastructure, improve carrier relationships through aggregated premium volume, and enhance cross-selling capabilities across personal and commercial lines.

While consolidation activity has been robust in recent years, competitive dynamics for acquisition targets remain active, and transaction valuations may be influenced by prevailing interest rates, capital availability, and earnings performance of target agencies.

Technology and Digital Transformation in Insurance Distribution

The insurance distribution landscape has experienced increased adoption of digital tools designed to improve customer acquisition, quoting efficiency, data analytics, and policy servicing.

Technology adoption in the agency channel has been influenced by:

• Consumer preference for online research and digital engagement;
• Carrier requirements for electronic submission and data integration;
• The need for operational efficiency and cost management; and
• Competitive pressure to improve client experience.

InsurTech solutions generally focus on enhancing workflow automation, data aggregation, pricing analytics, and customer interface tools. For agencies, digital platforms may support faster quoting processes, automated renewals, improved retention tracking, and centralized policy management.

At the same time, many consumers continue to value personalized advice and agent support, particularly for more complex commercial or specialty coverages. As a result, hybrid distribution models that combine digital access with agent involvement have become increasingly common.

Economics of the Insurance Agency Model

Insurance agencies typically generate recurring revenue streams through renewal commissions. Once a policy is placed, agencies may continue to earn compensation so long as the policy remains in force, subject to retention and carrier arrangements.

Key characteristics of the agency model include:

• Limited direct exposure to underwriting losses;
• Revenue sensitivity to premium rate cycles;
• Importance of client retention and cross-selling;
• Reliance on carrier relationships and contractual agreements; and
• Scalability through centralized administrative infrastructure.

Because commission income is tied to premium volume, periods of rate hardening in the insurance market may increase agency revenues without corresponding increases in policy count. Conversely, soft pricing cycles may compress commission-based revenue growth.

Operational efficiency, technology integration, and disciplined cost management can influence agency-level profitability.

Competitive Landscape

The insurance brokerage industry is competitive and includes:

• Large national brokerage firms;
• Regional and local independent agencies;
• Private equity-backed consolidators;
• Captive agency networks; and
• Emerging digital distribution platforms.

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Competition is generally based on:

• Product access and carrier relationships;
• Pricing competitiveness;
• Quality of service and advisory expertise;
• Technology capabilities; and
• Brand recognition and local market presence.

In addition, acquisition competition exists among consolidators and financial sponsors seeking to expand market share through strategic transactions.

Regulatory Environment

Insurance distribution is regulated at the state level. Agencies and individual producers must be licensed in each jurisdiction in which they conduct business. State insurance departments oversee licensing, market conduct, and compliance with applicable statutes and regulations.

Carriers are subject to separate regulatory oversight, including rate approvals, capital requirements, and claims handling standards. While agencies do not assume underwriting risk, they must comply with applicable licensing, disclosure, and consumer protection regulations.

Changes in state or federal regulatory requirements, including disclosure obligations or restrictions on compensation structures, may impact agency operations.

Industry Outlook

The insurance agency industry continues to evolve in response to technological advancements, shifting consumer expectations, regulatory developments, and consolidation trends.

Independent agencies that are able to integrate digital tools with advisory-based client relationships may benefit from operational efficiencies and expanded distribution capabilities. At the same time, competitive pressures, acquisition market dynamics, and broader economic conditions may influence growth rates and transaction activity within the sector.

The Company’s strategy is designed to operate within this framework by combining agency operations, centralized infrastructure, and proprietary technology platforms.

Integration with the Company’s Holding Company Strategy

The Company operates within this industry framework as a holding company that owns and actively manages operating subsidiaries. Our insurance agency platform provides recurring commission-based revenues and operational infrastructure that support centralized capital allocation and strategic growth initiatives. Consistent with this model, we seek to leverage the stability of our insurance operations while selectively pursuing majority ownership interests in technology-driven businesses through our Scale51 strategy. We believe this approach enables us to combine operating cash flow generation with disciplined capital deployment across complementary sectors, while maintaining an active governance and management role in our controlled subsidiaries.

One-Firm Operating Model

We have adopted a “One-Firm” operating approach intended to integrate our owned agencies into a cohesive operating model. This approach is designed to enhance collaboration, strengthen carrier relationships, and leverage centralized technology and operational infrastructure across the organization.

As we move into 2026, we intend to continue investing in our insurance operations and proprietary technology capabilities while evaluating acquisition and investment opportunities consistent with our holding company strategy.

Customers and Distribution Model

Insurance Consumers

Insurance consumers seek coverage that aligns with their individual or business risk profiles at competitive pricing levels, while also valuing advisory support and service responsiveness. The Company’s platforms are designed to provide access to multiple carriers and facilitate comparison of coverage options through a combination of digital tools and agent engagement.

Through its RELI Exchange and 5MinuteInsure.com platforms, the Company seeks to streamline the quoting and binding process while maintaining agent involvement in advisory and servicing functions.

Independent Agents and Agency Partners

The Company operates a platform model designed to support independent agents and agency partners. Agents utilizing the RELI Exchange infrastructure may access multiple carrier relationships and centralized operational support.

The platform is intended to:

• Facilitate multi-carrier quoting and policy placement;
• Provide technology-enabled workflow support;
• Reduce administrative burden through automation and centralized back-office functions; and
• Support business development through training and mentorship resources.

The Company’s model is structured to allow participating agents flexibility in branding while leveraging centralized infrastructure.

Carrier Relationships

The Company maintains relationships with multiple insurance carriers across personal and commercial lines. Carrier relationships are foundational to the Company’s commission-based revenue model.

Through centralized infrastructure and aggregated premium volume, the Company seeks to support carrier distribution efficiency and compliance standards while maintaining agency-level service capabilities.

Carrier relationships are subject to contractual arrangements and underwriting standards established by each carrier.

Agency Partner Network and Distribution Model

The Company operates a multi-channel insurance distribution platform under the RELI Exchange brand. RELI Exchange provides independent agents and agency partners with access to carrier relationships, proprietary technology infrastructure, compliance support, and back-office services.

Agents and agency partners operate under contractual arrangements that allow them to utilize the Company’s technology systems, carrier access, and operational support while maintaining flexibility in branding and client engagement. Revenue is generated primarily through commissions on insurance policies placed, along with recurring platform subscription fees.

The Company recruits agents through industry relationships, digital marketing, referrals, and direct outreach initiatives.

Products and Pricing

The Company offers agency partner and agent subscription contracts that provide access to the RELI Exchange platform and related services. Subscription pricing is structured as recurring monthly fees. In addition, the Company earns commission revenue based on policies written through its platform.

The RELI Exchange Platform

RELI Exchange is a proprietary InsurTech platform designed to facilitate quoting, comparison, and policy placement across multiple insurance carriers. The platform integrates automation tools, carrier connectivity, and administrative support functions to assist agents in client acquisition, servicing, and renewal management.

The platform is designed to centralize data management, reduce manual processes, and support scalability across distributed agency operations.

Online Insurance Platform – 5MinuteInsure.com

5MinuteInsure.com (“5MI”) is a direct-to-consumer digital insurance platform that enables consumers to obtain quotes and bind certain policies through an online interface. The platform integrates with carrier systems and supports both automated processing and agent-assisted servicing.

Elements of the 5MI technology infrastructure are integrated with the broader RELI Exchange ecosystem to support operational efficiencies and cross-platform functionality.

Business Operations – One-Firm Model

The Company operates under a centralized operating framework referred to internally as a “One-Firm” model. Under this structure, acquired agencies and platforms are integrated into shared operational systems, carrier relationships, compliance infrastructure, and technology architecture. This approach is intended to support operational efficiencies, cross-selling opportunities, centralized data management, and scalable growth.

Acquisition Strategy

The insurance agency market remains highly fragmented. The Company seeks to identify and acquire insurance-related businesses that are profitable or demonstrate potential for operational improvement through integration into its centralized infrastructure.

Acquisitions may be structured with a combination of cash consideration, debt financing, equity, or earn-out arrangements, depending on the nature of the transaction.

The Company evaluates opportunities based on operational performance, market position, growth potential, and strategic fit within its broader platform.

Competition

The insurance brokerage industry is highly competitive. The Company competes with national brokerage firms, regional agencies, independent agencies, and technology-enabled distribution platforms. Competition is based on carrier access, pricing, service quality, technology capabilities, agent recruitment, and operational efficiency.

The market for insurance agency acquisitions is also competitive, with participation from private equity firms, strategic consolidators, and financial buyers.

Government Regulation

The business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are regulated by various governmental authorities. Certain of our offices are parties to profit-sharing contingent commission agreements with certain insurance companies, including agreements providing for potential payment of revenue-sharing commissions by insurance companies based primarily on the overall profitability of the aggregate business written with those insurance companies and/or additional factors such as retention ratios and the overall volume of business that an office or offices place with those insurance companies. The legislatures of various states may adopt new laws addressing contingent commission arrangements, including laws prohibiting such arrangements, and addressing disclosure of such arrangements to insureds.

We and our employees must be licensed to act as brokers, intermediaries, or third-party administrators by state regulatory authorities in the locations in which we conduct business. Regulations and licensing laws vary by individual state and are often complex. The applicable licensing laws and regulations in all states are subject to amendment or reinterpretation by regulatory authorities, and such authorities are vested in most cases with relatively broad discretion as to the granting, revocation, suspension, and renewal of licenses. We believe that we are in compliance with the applicable licensing laws and regulations of all states in which we currently operate. However, the possibility still exists that we or our employees could be excluded or temporarily suspended from carrying on some or all of our activities in, or could otherwise be subjected to penalties by, a particular jurisdiction.

Nearly all states have insurance laws requiring personal property and casualty insurers to file rating plans, policy or coverage forms, and other information with the state’s regulatory authority. In many cases, such rating plans, policy, or coverage forms, must be approved prior to use and the regulator has the authority to disapprove a rate filing. While we are not an insurer, and thus not required to comply with state laws and regulations regarding insurance rates, our commissions are derived from a percentage of the premium rates set by insurers in conjunction with state law.

Employees

As of December 31, 2025, we employed 40 employees across all Company subsidiaries.

We believe that a diverse workforce is important to our success. We will continue to focus on the hiring, retention, and advancement of underrepresented populations, and to cultivate an inclusive and diverse corporate culture. In the future, we intend to continue to evaluate our use of human capital measures or objectives in managing our business such as the factors we employ or seek to employ in the development, attraction and retention of personnel and maintenance of diversity in our workforce.

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including benefits that provide protection and security so they can have peace of mind concerning events that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.

We also provide robust compensation and benefits programs to help meet the needs of our employees. We believe that we maintain a satisfactory working relationship with our employees and have not experienced any labor disputes.

Leadership Team

Our executive leadership team has extensive experience in insurance operations, financial reporting, technology integration, and business development.

Information About our Executive Officers

Ezra Beyman

Mr. Beyman, age 71, has served as Chairman of the Board and Chief Executive Officer of the Company since 2018.

Mr. Beyman has over three decades of experience in real estate, financial services, and insurance-related businesses. In 1985, he co-founded a mortgage brokerage firm, which expanded through organic growth and acquisitions into one of the larger licensed mortgage brokerage operations in the United States by 2008. During his career, Mr. Beyman has also been involved in the acquisition and management of commercial and residential real estate assets and insurance agencies.

Since joining the Company, Mr. Beyman has overseen its acquisition strategy, capital allocation initiatives, and operational integration of insurance and technology businesses.

Joel Markovits

Mr. Markovits, age 45, has served as Chief Financial Officer since January 1, 2023. He joined the Company in June 2021 as Financial Reporting Manager and served in that role through January 31, 2022. From February 1, 2022 through December 31, 2022, he served as Chief Accounting Officer before assuming his current role as Chief Financial Officer.

Prior to joining the Company, Mr. Markovits was a Senior Manager at KPMG LLP from April 2015 to May 2021, where he led large and complex audit engagements, including serving as lead senior manager for a global enterprise with approximately $16 billion in annual revenues reporting under both U.S. GAAP and IFRS. During his tenure at KPMG, he also served in a data and analytics leadership capacity, supporting technology-enabled audit and financial analysis initiatives.

Mr. Markovits holds a Master of Science in Accounting from Fairleigh Dickinson University and has been a Certified Public Accountant in the State of New Jersey since November 2013.

Yaakov Beyman

Mr. Beyman, age 43, joined the Company in July 2018 and oversees insurance operations. Prior to joining the Company, he served as Executive Vice President of the Insurance Division of Empire Insurance Holdings, from December 2012 to July 2018.

Mr. Beyman is responsible for operational oversight of the Company’s insurance businesses, including strategy execution, agency integration, and development of operational infrastructure. He holds insurance licenses in multiple U.S. jurisdictions.

Information About Other Key Employees

Grant Barra

Mr. Barra, age 44, has served as Senior Vice President since April 2022. In 2008, he founded Barra & Associates, an insurance agency providing personal and commercial insurance products, including property and casualty, life, and health insurance. Barra & Associates was acquired by the Company in 2022 and subsequently integrated into the RELI Exchange platform.

Mr. Barra previously served in a leadership capacity for a life insurance carrier, where he focused on recruitment and development of independent agents. Earlier in his career, he founded Grant Barra Agency, operating under a captive agency model.

Mr. Barra holds a Bachelor of Science in Business Administration from DeVry University and has completed additional coursework in contract law through HarvardX. He is a Chartered Leadership Fellow and a member of the Life Underwriting Training Council at The American College of Financial Services.

Moshe Fishman

Mr. Fishman, age 35, joined the Company in 2021 and currently serves as Senior Vice President, Strategic Ventures. Prior to joining the Company, he founded and operated several businesses, including Tekeno Travel, a travel services company, and Fishman Insurance Agency, which focused on property and casualty insurance. He also founded Tekeno Financial, which focused on alternative investment vehicles and insurance-related financial products.

At the Company, Mr. Fishman has been involved in the development and expansion of the RELI Exchange and 5MinuteInsure.com platforms, including oversight of sales operations and strategic growth initiatives.

In addition, Mr. Fishman plays a leadership role within the Company’s EZRA International Group division, supporting the evaluation and execution of strategic investments under the Company’s Scale51 operating model.

The following important factors, among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Annual Report on Form 10-K or presented elsewhere by management from time to time. Investors should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are not material may also significantly impair our business operations. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and investors may lose all or part of their investment.

Risks Related to Our Business

We may experience significant fluctuations in our quarterly and annual results.

Our quarterly and annual financial results have fluctuated in the past and may continue to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control. These fluctuations may make it difficult to evaluate our operating performance and may cause our results of operations in a particular period to fall below the expectations of investors or securities analysts. Factors that could cause fluctuations in our financial results include, among others:

• our limited operating history in certain aspects of our business and the evolving nature of our strategic initiatives, including our expansion through EZRA International Group and the Scale51 investment model;
• our ability to identify, negotiate, finance, and complete acquisitions or strategic investments, including majority ownership investments in technology-driven businesses, on acceptable terms or at all;
• the timing, structure, and success of acquisitions, investments, or other strategic transactions, including milestone-based investments that may occur over multiple periods;
• our ability to integrate acquired businesses or investments successfully and realize anticipated strategic or financial benefits;
• our ability to obtain additional financing, if required, to complete acquisitions, fund strategic investments, or support the operations and growth of existing and target businesses;
• the performance of companies in which we hold minority or controlling ownership interests, including the timing of their operational, commercialization, or technological development milestones;
• the availability of suitable acquisition or investment opportunities and competition for such opportunities;
• volatility in capital markets and the availability and cost of capital;
• our inability to retain or attract qualified employees, including key executives and management personnel;
• cybersecurity incidents or other interruptions to our information technology systems, data security infrastructure, or outsourced technology services;
• rapid technological changes that may require additional investment in technology, product development, or operational capabilities;
• changes in data privacy, cybersecurity, and other regulatory requirements applicable to our operations or those of companies in which we invest;
• economic conditions, inflation, interest rate changes, and other macroeconomic factors that may impact customer demand, acquisition activity, or capital availability;
• geographic concentration of our insurance operations in certain states, including Michigan, New York, Montana, New Jersey, Ohio, and Illinois;
• our ability to comply with financial and operational covenants contained in financing or other contractual arrangements;
• restrictions contained in certain agreements that may limit the discretion of our management in operating our business or pursuing strategic opportunities;
• the inherent uncertainties involved in estimates, judgments, and assumptions used in the preparation of financial statements in accordance with U.S. GAAP; and
• the improper disclosure of confidential or proprietary information.

These factors, some of which are not within our control, may cause the price of our common stock to fluctuate substantially. If our operating results fail to meet or exceed the expectations of securities analysts or investors, our stock price could drop suddenly and significantly.

Our strategic expansion through EZRA International Group and the Scale51 investment model involves significant risks and uncertainties.

In January 2026, we launched EZRA International Group and introduced the Scale51 investment model as part of our strategy to pursue majority ownership interests in selected technology-driven businesses. Under this model, we may seek to acquire controlling ownership positions, often through milestone-based or staged investments over time. This strategy exposes us to a number of risks that differ from those associated with our traditional insurance brokerage and InsurTech operations.

Technology companies, particularly early-stage or growth-stage businesses, often face substantial operational, technological, regulatory, and commercialization risks. Many such companies may have limited operating histories, unproven technologies, or uncertain paths to revenue generation or profitability. As a result, investments in these businesses may not achieve the anticipated strategic, operational, or financial benefits.

In addition, our Scale51 strategy may involve acquiring ownership interests through milestone-based investments that occur over multiple periods. These structures may require us to commit capital over time while the underlying business is still developing, and the anticipated milestones may not be achieved within expected timeframes or at all. If these milestones are not achieved, or if the underlying businesses do not perform as expected, our investment returns and strategic objectives could be adversely affected.

Our ability to successfully execute this strategy will depend on a number of factors, including our ability to identify suitable investment opportunities, conduct effective due diligence, negotiate favorable transaction terms, integrate acquired businesses, and support the growth and operations of the companies in which we invest. We may also be required to commit additional capital to support the operations, development, or commercialization activities of these companies, and such capital may not be available on acceptable terms or at all.

If our Scale51 strategy is not successfully implemented, or if the companies in which we invest fail to perform as anticipated, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our investments in companies located in Israel expose us to risks related to geopolitical instability, armed conflict, and regional security conditions.

As part of our strategic initiatives, including the Scale51 investment model implemented through EZRA International Group, we may invest in or acquire ownership interests in technology companies located in Israel. Israel has historically experienced periods of geopolitical instability, armed conflict, and security threats involving neighboring states and non-state actors. In recent years, tensions between Israel and Iran and their respective regional allies have escalated, including military operations, missile attacks, cyber operations, and other forms of conflict.

Military conflicts, acts of terrorism, cyberattacks, or other hostilities involving Israel or the broader Middle East region could disrupt the operations of companies located in Israel or otherwise adversely affect their business activities. Such events could result in damage to infrastructure, interruption of business operations, workforce disruptions due to military mobilization, delays in research and development activities, supply chain interruptions, restrictions on travel or transportation, or limitations on access to capital markets.

In addition, geopolitical instability may negatively impact economic conditions, investor sentiment, and capital availability in Israel and the broader region. Companies operating in Israel may experience increased operating costs, reduced access to financing, regulatory changes, or other operational challenges during periods of conflict or heightened security conditions.

To the extent that we invest in or acquire companies located in Israel, our business, financial condition, results of operations, and prospects could be materially adversely affected by geopolitical developments, armed conflict, or other security-related disruptions in the region.

The Company has limited resources and there is significant competition for business combination opportunities. Therefore, the Company may not be able to acquire other assets or businesses.

The Company expects to encounter intense competition from other entities having a business objective similar to ours, which are also competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human, financial and other resources. While the Company believes that there are numerous potential target businesses that it could acquire, the Company’s ability to compete in acquiring certain sizable target businesses might be limited if the Company’s limited financial resources are less than that of its competitors. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

The Company may be unable to obtain additional financing, if required, to complete an acquisition, or to Company the operations and growth of existing and target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination.

To date, much of our capital for acquiring and operating insurance agencies comes from loans from unaffiliated lenders, from direct market capital raises or funds provided by an affiliate. We may be required to seek additional financing. We cannot assure you that such financing would be available on acceptable terms, if at all. If additional financing proves to be unavailable, we would be compelled to restructure or existing business and/or abandon a proposed acquisition or acquisitions. In addition, if we consummate additional acquisitions, we may require additional financing to complement the operations or growth of that business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of our business.

We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could be adversely affected if the financial institution holding such funds fail.

We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts at one financial institution. The balance held in these accounts exceeds the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance limit of $250,000. If the financial institution in which we hold such funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a delay in accessing all or a portion of such uninsured funds. Any such loss or lack of access to these funds could adversely impact our short-term liquidity and ability to meet our operating expense obligations, including payroll obligations.

For example, on March 10, 2023, Silicon Valley Bank, or SVB, and Signature Bank, were closed by state regulators and the FDIC was appointed receiver for each bank. The FDIC created successor bridge banks and all deposits of SVB and Signature Bank were transferred to the bridge banks under a systemic risk exception approved by the United States Department of the Treasury, the Federal Reserve and the FDIC. If the financial institution in which we hold funds for working capital and operating expenses were to fail, we cannot provide any assurances that such governmental agencies would take action to protect our uninsured deposits or investments in a similar manner.

Our inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our ability to retain existing business and generate new business.

Our success depends on our ability to attract and retain skilled and experienced personnel. There is significant competition from within the insurance industry and from businesses outside the industries for exceptional employees, especially in key positions. If we are not able to successfully attract, retain and motivate our employees, our business, financial results and reputation could be materially and adversely affected.

Losing employees who manage or support substantial customer relationships or possess substantial experience or expertise could adversely affect our ability to secure and complete customer engagements, which would adversely affect our results of operations. Also, if any of our key personnel were to join an existing competitor or form a competing company, some of our customers could choose to use the services of that competitor instead of our services. While our key personnel are generally prohibited by contract from soliciting our employees and customers for a two-year period following separation from employment with us, they are not prohibited from competing with us.

In addition, we could be adversely affected if we fail to adequately plan for the succession of our senior leaders and key executives. We cannot guarantee that the services of these executives will continue to be available to us. The loss of our senior leaders or other key personnel, or our inability to continue to identify, recruit and retain such personnel, or to do so at reasonable compensation levels, could materially and adversely affect our business, results of operations, cash flows and financial condition.

Our growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable terms in the future or which, if consummated, may not be advantageous to us.

Our growth strategy partially includes the acquisition of other insurance intermediaries. Our ability to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our operations, and expand into new markets requires us to implement and continuously improve our operations and our financial and management information systems. Integrated, acquired businesses may not achieve levels of revenues or profitability comparable to our existing operations, or otherwise perform as expected. In addition, we compete for acquisition and expansion opportunities with firms and banks that may have substantially greater resources than we do. Acquisitions also involve a number of special risks, such as diversion of management’s attention; difficulties in the integration of acquired operations and retention of personnel; increase in expenses and working capital requirements, which could reduce our return on invested capital; entry into unfamiliar markets or lines of business; unanticipated problems or legal liabilities; estimation of the acquisition earn-out payables; and tax and accounting issues, some or all of which could have a material adverse effect on our results of operations, financial condition and cash flows. Post-acquisition deterioration of operating performance could also result in lower or negative earnings contribution and/or goodwill impairment charges.

A cybersecurity attack, or any other interruption in information technology and/or data security and/or outsourcing relationships, could adversely affect our business, financial condition, and reputation.

We rely on information technology and third-party vendors to provide effective and efficient service to our customers, process claims, and timely and accurately report information to carriers which often involves secure processing of confidential sensitive, proprietary, and other types of information. Cybersecurity breaches of any of the systems we rely on may result from circumvention of security systems, denial-of-service attacks or other cyber-attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, employee or insider error, malfeasance, social engineering, physical breaches, or other actions, any of which could expose us to data loss, monetary and reputational damages and significant increases in compliance costs. An interruption of our access to, or an inability to access, our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis. If sustained or repeated, such a business interruption, system failure or service denial could result in a deterioration of our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions. We have from time-to-time experienced cybersecurity breaches, such as computer viruses, unauthorized parties gaining access to our information technology systems and similar incidents, which to date have not had a material impact on our business.

Additionally, we are an acquisitive organization and the process of integrating the information systems of the businesses we acquire is complex and exposes us to additional risk as we might not adequately identify weaknesses in the targets’ information systems, which could expose us to unexpected liabilities or make our own systems more vulnerable to attack. In the future, any material breaches of cybersecurity, or media reports of the same, even if untrue, could cause us to experience reputational harm, loss of clients and revenue, loss of proprietary data, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard clients’ information or financial losses. Such losses may not be insured against or not fully covered through insurance we maintain.

Rapid technological change may require additional resources and time to adequately respond to dynamics, which may adversely affect our business and operating results.

Frequent technological changes, new products and services and evolving industry standards are influencing the insurance businesses. The Internet, for example, is increasingly used to securely transmit benefits, property and personal information, and related information to customers and to facilitate business-to-business information exchange and transactions.

We are continuously taking steps to upgrade and expand our information systems capabilities. Maintaining, protecting, and enhancing these capabilities to keep pace with evolving industry and regulatory standards, and changing customer preferences, requires an ongoing commitment of significant resources. If the information we rely upon to run our businesses was found to be inaccurate or unreliable or if we fail to effectively maintain our information systems and data integrity, we could experience operational disruptions, regulatory or other legal problems, increases in operating expenses, loss of existing customers, difficulty in attracting new customers, or suffer other adverse consequences.

Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results.

We are subject to a variety of continuously evolving and developing laws and regulations globally regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements. These laws apply to transfers of information among our affiliates, as well as to transactions we enter into with third party vendors. These and similar initiatives around the world could increase the cost of developing, implementing, or securing our servers and require us to allocate more resources to improved technologies, adding to our information technology and compliance costs. In addition, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase. The enactment of more restrictive laws, rules, regulations or future enforcement actions or investigations could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability.

Because our insurance business is highly concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois adverse economic conditions, natural disasters, or regulatory changes in these regions could adversely affect our financial condition.

A significant portion of our insurance business is concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois. The insurance business is primarily a state-regulated industry, and therefore, state legislatures may enact laws that adversely affect the insurance industry. Because our business is concentrated in these four states, we face greater exposure to unfavorable changes in regulatory conditions in those states than insurance intermediaries whose operations are more diversified through a greater number of states. In addition, the occurrence of adverse economic conditions, natural or other disasters, or other circumstances specific to or otherwise significantly impacting these states could adversely affect our financial condition, results of operations and cash flows. We are susceptible to losses and interruptions caused by hurricanes or other weather conditions, and other possible events such as terrorist acts and other natural or man-made disasters. Our insurance coverage with respect to natural disasters is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate or may not continue to be available at commercially reasonable rates and terms.

If we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition may be adversely affected.

The Oak Street credit agreements, in the aggregate principal amount of $5,101,266 and $11,060,319, as of December 31, 2025 and 2024, that govern our debt contain various covenants and other limitations with which we must comply with, including covenants for the debt service coverage ratio and debt to EBITDA ratio and a covenant that at all times that the loans are outstanding: (i) Ezra Beyman, our chief executive officer, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The credit agreements also contain provisions which cause a “cross default” if we default our obligations under other material contracts to which we are parties. The credit agreements contain customary and usual events of default, including, subject to certain specified cure periods and notice requirements, the Company’s or one of its subsidiaries’ failure to comply with the covenants therein. Upon an event of default, the lender has customary and usual remedies to cure these defaults including, but not limited to, the ability to accelerate the indebtedness. As of December 31, 2025, the Company is in compliance with all its financial covenants.

Certain of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent us from engaging in certain potentially beneficial activities.

The restrictive covenants in our debt agreements may impact how we operate our business and prevent us from engaging in certain potentially beneficial activities. Among other covenants, our debt agreements require us to maintain a minimum ratio of EBITDA, adjusted for certain transaction-related items (“Covenant EBITDA”), to interest expense and a maximum ratio of net indebtedness to Covenant EBITDA. Our compliance with these covenants could limit management’s discretion in operating our business and could prevent us from engaging in certain potentially beneficial activities.

There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP. Any changes in estimates, judgments and assumptions could have a material adverse effect on our financial position and results of operations and therefore our business.

The preparation of financial statements in accordance with U.S. GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities and related reserves, revenues, expenses, and income. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes to the values of assets, liabilities, revenues, expenses and income, and could have a material adverse effect on our financial position, results of operations and cash flows.

Improper disclosure of confidential information could negatively impact our business.

We are responsible for maintaining the security and privacy of our customers’ confidential and proprietary information and the personal data of their employees. We have put in place policies, procedures and technological safeguards designed to protect the security and privacy of this information; however, we cannot guarantee that this information will not be improperly disclosed or accessed. Disclosure of this information could harm our reputation and subject us to liability under our contracts and laws that protect personal data, resulting in increased costs or loss of revenues.

Our business, results of operations, financial condition and liquidity may be materially adversely affected by certain actual and potential claims, regulatory actions and proceedings.

We are subject to various actual and potential claims, regulatory actions and other proceedings including those relating to alleged errors and omissions in connection with the placement or servicing of insurance and/or the provision of services in the ordinary course of business, of which we cannot, and likely will not be able to, predict the outcome with certainty. Because we often assist customers with matters involving substantial amounts of money, including the placement of insurance and the handling of related claims that customers may assert, errors and omissions claims against us may arise alleging potential liability for all or part of the amounts in question. Also, the failure of an insurer with whom we place business could result in errors and omissions claims against us by our customers, which could adversely affect our results of operations and financial condition. Claimants may seek large damage awards, and these claims may involve potentially significant legal costs, including punitive damages. Such claims, lawsuits and other proceedings could, for example, include claims for damages based upon allegations that our employees or sub-agents failed to procure coverage, report claims on behalf of customers, provide insurance companies with complete and accurate information relating to the risks being insured or appropriately apply funds that we hold for our customers on a fiduciary basis. In addition, given the long-tail nature of professional liability claims, errors and omissions matters can relate to matters dating back many years. Where appropriate, we have established provisions against these potential matters that we believe to be adequate in the light of current information and legal advice, and we adjust such provisions from time to time according to developments.

While most of the errors and omissions claims made against us (subject to our self-insured deductibles) have been covered by our professional indemnity insurance, our business, results of operations, financial condition and liquidity may be adversely affected if, in the future, our insurance coverage proves to be inadequate or unavailable, or if there is an increase in liabilities for which we self-insure. Our ability to obtain professional indemnity insurance in the amounts and with the deductibles we desire in the future may be adversely impacted by general developments in the market for such insurance or our own claims experience. In addition, regardless of monetary costs, these matters could have a material adverse effect on our reputation and cause harm to our carrier, customer or employee relationships, or divert personnel and management resources.

Our business could be adversely impacted by inflation.

Increases in inflation may have an adverse effect on our business. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies. Continuing increases in inflation could impact the overall demand for our products, our costs for labor, material and services, and the margins we are able to realize on our products, all of which could have an adverse impact on our business, financial position, results of operations and cash flows. Inflation may also result in higher interest rates, which in turn would result in higher interest.

Risks Related to the Insurance Industry

We may experience increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets.

The insurance intermediary business is highly competitive and we actively compete with numerous firms for customers, properties and insurance companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing, and the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business. Several insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers. In addition, and to the extent that banks, securities firms, private equity companies, and insurance companies affiliate, the financial services industry may experience further consolidation, and we therefore may experience increased competition from insurance companies and the financial services industry, as a growing number of larger financial institutions increasingly, and aggressively, offer a wider variety of financial services, including insurance intermediary services.

Our business, and therefore our results of operations and financial condition, may be adversely affected by conditions that result in reduced insurer capacity.

Our results of operations depend on the continued capacity of insurance carriers to underwrite risk and provide coverage, which depends in turn on those insurance companies’ ability to procure reinsurance. Capacity could also be reduced by insurance companies failing or withdrawing from writing certain coverages that we offer to our customers. We have no control over these matters. To the extent that reinsurance becomes less widely available or significantly more expensive, we may not be able to procure the amount or types of coverage that our customers desire and the coverage we are able to procure for our customers may be more expensive or limited.

Quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production may have unexpected effects on our results of operations.

Our commission income (including profit-sharing contingent commissions and override commissions) can vary quarterly or annually due to the timing of policy renewals and the net effect of new and lost business production. We do not control the factors that cause these variations. Specifically, customers’ demand for insurance products can influence the timing of renewals, new business, and lost business (which includes policies that are not renewed), and cancellations. In addition, we rely on insurance companies for the payment of certain commissions. Because these payments are processed internally by these insurance companies, we may not receive a payment that is otherwise expected from a particular insurance company in a particular quarter or year until after the end of that period, which can adversely affect our ability to forecast these revenues and therefore budget for significant future expenditures. Quarterly and annual fluctuations in revenues based upon increases and decreases associated with the timing of new business, policy renewals and payments from insurance companies may adversely affect our financial condition, results of operations and cash flows.

Profit-sharing contingent commissions are special revenue-sharing commissions paid by insurance companies based upon the profitability, volume and/or growth of the business placed with such companies generally during the prior year. Override commissions are paid by insurance companies based upon the volume of business that we place with them and are generally paid over the course of the year. Because profit-sharing contingent commissions and override commissions affect our revenues, any decrease in their payment to us could adversely affect our results of operations, profitability, and our financial condition.

Our business practices and compensation arrangements are subject to uncertainty due to potential changes in regulations.

The business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are subject to uncertainty due to investigations by various governmental authorities. Certain of our offices are parties to profit-sharing contingent commission agreements with certain insurance companies, including agreements providing for potential payment of revenue-sharing commissions by insurance companies based primarily on the overall profitability of the aggregate business written with those insurance companies and/or additional factors such as retention ratios and the overall volume of business that an office or offices place with those insurance companies. Additionally, to a lesser extent, some of our offices are parties to override commission agreements with certain insurance companies, which provide for commission rates in excess of standard commission rates to be applied to specific lines of business, such as group health business, and which are based primarily on the overall volume of business that such office or offices placed with those insurance companies. The legislatures of various states may adopt new laws addressing contingent commission arrangements, including laws prohibiting such arrangements, and addressing disclosure of such arrangements to insureds. Various state departments of insurance may also adopt new regulations addressing these matters which could adversely affect our results of operations.

Risk of lack of knowledge in distant geographic markets

Although the Company intends to focus its investments in locations with which we are generally familiar, the Company runs a risk of experiencing underwriting challenges or issues associated with a lack of familiarity in some markets. Each market has nuances and idiosyncrasies that affect values, marketability, desirability, and demand for individual assets that may not be easily understood from afar. While we believe we can effectively mitigate these risks in a myriad of ways, there is no guarantee that investments in any geographic market will perform as expected.

Potential liability or other expenditures associated with potential environmental contamination may be costly.

Various federal, state, and local laws subject multifamily residential community owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present in the land or buildings of a multifamily residential community. Potentially hazardous materials may include polychlorinated biphenyls, petroleum-based fuels, lead-based paint or asbestos, among other materials. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the presence of such materials. The presence of, or the failure to manage or remediate properly, these materials may adversely affect occupancy at such apartment communities as well as the ability to sell or finance such apartment communities. In addition, governmental agencies may bring claims for costs associated with investigation and remediation actions, damages to natural resources and for potential fines or penalties in connection with such damage or with respect to the improper management of hazardous materials. Moreover, private plaintiffs may potentially make claims for investigation and remediation costs they incur or personal injury, disease, disability or other infirmities related to the alleged presence of hazardous materials at a multifamily residential community. In addition to potential environmental liabilities or costs associated with our current multifamily residential communities, we may also be responsible for such liabilities or costs associated with communities we acquire or manage in the future, or multifamily residential communities we no longer own or operate.

We compete in a highly regulated industry, which may result in increased expenses or restrictions on our operations.

We conduct business in several states of the United States of America and are subject to comprehensive regulation and supervision by government agencies in each of those states. The primary purpose of such regulation and supervision is to provide safeguards for policyholders rather than to protect the interests of our shareholders, and it is difficult to anticipate how changes in such regulation would be implemented and enforced. As a result, such regulation and supervision could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third parties.

The laws of the various state jurisdictions establish supervisory agencies with broad administrative powers with respect to, among other things, licensing of entities to transact business, licensing of agents, admittance of assets, regulating premium rates, approving policy forms, regulating unfair trade and claims practices, determining technology and data protection requirements, establishing reserve requirements and solvency standards, requiring participation in guarantee funds and shared market mechanisms, and restricting payment of dividends. Also, in response to perceived excessive cost or inadequacy of available insurance, states have from time to time created state insurance funds and assigned risk pools, which compete directly, on a subsidized basis, with private insurance providers. We act as agents and brokers for such state insurance funds and assigned risk pools in Michigan as well as certain other states. These state funds and pools could choose to reduce the sales or brokerage commissions we receive. Any such reductions, in a state in which we have substantial operations could affect the profitability of our operations in such state or cause us to change our marketing focus.

Further, state insurance regulators and the NAIC continually re-examine existing laws and regulations, and such re-examination may result in the enactment of insurance-related laws and regulations, or the issuance of interpretations thereof, that adversely affect our business. Certain federal financial services modernization legislation could lead to additional federal regulation of the insurance industry in the coming years, which could result in increased expenses or restrictions on our operations.

Other legislative developments that could adversely affect us include: changes in our business compensation model as a result of regulatory developments (for example, the Affordable Care Act); and federal and state governments establishing programs to provide health insurance or, in certain cases, property insurance in catastrophe-prone areas or other alternative market types of coverage, that compete with, or completely replace, insurance products offered by insurance carriers. Also, as climate change issues become more prevalent, the U.S. and foreign governments are beginning to respond to these issues. This increasing governmental focus on climate change may result in new environmental regulations that may negatively affect us and our customers. This could cause us to incur additional direct costs in complying with any new environmental regulations, as well as increased indirect costs resulting from our customers incurring additional compliance costs that get passed on to us. These costs may adversely impact our results of operations and financial condition.

Although we believe that we are in compliance in all material respects with applicable local, state, and federal laws, rules and regulations, there can be no assurance that more restrictive laws, rules, regulations or interpretations thereof, will not be adopted in the future that could make compliance more difficult or expensive.

Risks Related to Investing in our Securities

We may experience volatility in our stock price that could affect your investment.

The market price of our common stock may be subject to significant fluctuations in response to various factors, including quarterly fluctuations in our operating results; changes in securities analysts’ estimates of our future earnings; changes in securities analysts’ predictions regarding the short-term and long-term future of our industry; changes to the tax code; and our loss of significant customers or significant business developments relating to us or our competitors. Our common stock’s market price also may be affected by our inability to meet stock analysts’ earnings and other expectations. Any failure to meet such expectations, even if minor, could cause the market price of our common stock to decline. In addition, stock markets have generally experienced a high level of price and volume volatility, and the market prices of equity securities of many listed companies have experienced wide price fluctuations not necessarily related to the operating performance of such companies. These broad market fluctuations may adversely affect our common stock’s market price. In the past, securities class action lawsuits frequently have been instituted against companies following periods of volatility in the market price of such companies’ securities. If any such litigation is initiated against us, it could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock.

Our shares of common stock are currently listed on Nasdaq. If we fail to satisfy the continued listing requirements of The Nasdaq Capital Market, such as the corporate governance requirements, minimum bid price requirement or the minimum stockholders’ equity requirement, Nasdaq may take steps to delist our common stock. Any delisting would likely have a negative effect on the price of our common stock and would impair stockholders’ ability to sell or purchase their common stock when they wish to do so.

Any perception that we may not comply with Nasdaq continued listing requirements or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. In addition, delisting of our common stock from Nasdaq could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our common stock.

If we fail to satisfy Nasdaq’s continued listing requirements, including the requirement to maintain a minimum market value of listed securities of $5 million, our common stock may be delisted, which could adversely affect the liquidity and market price of our securities.

Our common stock is currently listed on the Nasdaq Capital Market. Nasdaq imposes a number of continued listing requirements on issuers, including requirements relating to minimum stockholders’ equity, minimum bid price, public float, and the market value of listed securities. If we fail to satisfy any of these continued listing standards, Nasdaq may take steps to delist our common stock.

Nasdaq has established, and may from time to time modify, continued listing standards that include a requirement that a company maintain a minimum market value of listed securities of $5 million. If the market value of our listed securities were to fall below $5 million for a sustained period, we could be determined to be out of compliance with Nasdaq’s continued listing requirements. In such event, Nasdaq may provide us with notice of non-compliance and, depending on the circumstances and applicable rules, may initiate delisting proceedings.

If our common stock were to be delisted from Nasdaq, trading of our common stock could be conducted in the over-the-counter market, including on the OTC Markets or other quotation systems. Trading in the over-the-counter market is generally characterized by decreased trading volume, greater price volatility, and reduced liquidity compared to trading on a national securities exchange. As a result, an investor may find it more difficult to dispose of, or obtain accurate quotations for, our securities.

In addition, the delisting of our common stock from Nasdaq could materially adversely affect our ability to raise additional capital, could result in reduced analyst coverage and investor interest in our securities, and could negatively impact the perception of our company’s financial condition and prospects. Any of these factors could cause the market price of our common stock to decline and could materially and adversely affect our business, financial condition, and results of operations.

The Company’s CEO has common stock equity and debt interests.

As of March 10, 2026, our CEO and Chairman of the Board, Ezra Beyman, is the beneficial owner of approximately 3.1% of the Company’s common stock, consisting of 659,780 common shares.

We have entered into a revolving credit facility with an entity beneficially owned by our Chief Executive Officer, which creates conflicts of interest and may adversely affect our liquidity and financial condition. We are party to a revolving credit facility with YES Americana Group, LLC, an entity beneficially owned by our Chief Executive Officer, pursuant to which Americana has agreed to provide up to $2.0 million of unsecured financing to us. Although the facility bears a below-market interest rate and provides flexibility for working capital and acquisition-related costs, it creates conflicts of interest because our Chief Executive Officer has an interest in the lender that may differ from the interests of our stockholders. The terms of this arrangement, including availability, maturity, and repayment provisions, may not reflect those that could have been obtained from an unaffiliated third party. In addition, amounts outstanding under the facility are payable upon maturity or earlier acceleration following an event of default, which could require us to use cash that otherwise would be available for operations or strategic initiatives. Any inability to repay or refinance amounts outstanding under this facility could adversely affect our liquidity, financial condition, and results of operations.

Under our credit agreements with Oak Street, the Company has agreed that at all times that the loans are outstanding: (i) Ezra Beyman, our CEO and Chairman of the Board, Debra Beyman, Mr. Beyman’s wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company’s equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The loans by Oak Street immediately mature and become due and payable if the Company fails to comply with these provisions, subject to certain notice and/or cure periods.

Broad discretion of management.

Any person who invests in the Company’s common stock will do so without an opportunity to evaluate the specific merits or risks of any prospective acquisition. As a result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection of acquisitions. There can be no assurance that determinations made by the Company’s management will permit us to achieve the Company’s business objectives.

Future sales or other dilution of our equity could adversely affect the market price of our common stock.

We grow our business organically as well as through acquisitions. One method of acquiring companies or otherwise Companying our corporate activities is through the issuance of additional equity securities. The issuance of any additional shares of common or of preferred stock or convertible securities could be substantially dilutive to holders of our common stock. Moreover, to the extent that we issue restricted stock units, performance stock units, options or warrants to purchase shares of our common stock in the future and those options or warrants are exercised or as the restricted stock units or performance stock units vest, our stockholders may experience further dilution. Holders of our common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders. The market price of our common stock could decline as a result of sales of shares of our common stock or the perception that such sales could occur.

The price of our common stock may fluctuate significantly, and this may make it difficult to resell shares of common stock at attractive prices.

The trading price of our common stock may fluctuate widely as a result of a number of factors, including the risk factors described above many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of our common stock. Among the factors that could affect our stock price are:

• General economic and political conditions such as recessions, economic downturns and acts of war or terrorism;
• Quarterly variations in our operating results;
• Seasonality of our business cycle;
• Changes in the market’s expectations about our operating results;
• Our operating results failing to meet the expectation of securities analysts or investors in a particular period;
• Changes in financial estimates and recommendations by securities analysts concerning us or the insurance brokerage or financial services industries in general;
• Operating and stock price performance of other companies that investors deem comparable to us;
• News reports relating to trends in our markets, including any expectations regarding an upcoming “hard” or “soft” market;
• Cyberattacks and other cybersecurity incidents;
• Changes in laws and regulations affecting our business;
• Material announcements by us or our competitors;
• The impact or perceived impact of developments relating to our investments, including the possible perception by securities analysts or investors that such investments divert management attention from our core operations;
• Market volatility;
• A negative market reaction to announced acquisitions;
• Competitive pressures in each of our divisions;
• General conditions in the insurance brokerage and insurance industries;
• Legal proceedings or regulatory investigations;
• Sales of substantial amounts of common shares by our directors, executive officers or significant stockholders or the perception that such sales could occur.
• Stockholder class action lawsuits may be instituted against us following a period of volatility in our stock price. Any such litigation could result in substantial cost and a diversion of management’s attention and resources.

Possible issuance of additional securities.

As of December 31, 2025, our Articles of Incorporation authorized the issuance of 2,000,000,000 shares of common stock, par value $0.086 per share. As of December 31, 2025, we had 10,644,124 shares issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of the Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences.

We could be negatively impacted by cybersecurity attacks.

We may use a variety of information technology systems in the ordinary course of business, which are potentially vulnerable to unauthorized access, computer viruses and cyberattacks, including cyberattacks to our information technology infrastructure and attempts by others to gain access to our propriety or sensitive information, and ranging from individual attempts to advanced persistent threats. The risk of such a security breach or disruption has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased and will likely continue to increase in the future. The procedures and controls we use to monitor these threats and mitigate our exposure may not be sufficient to prevent cyber security incidents. The results of these incidents could include disrupted operations, misstated or unreliable financial data, theft of trade secrets or other intellectual property, liability for disclosure of confidential customer, supplier or employee information, increased costs arising from the implementation of additional security protective measures, regulatory enforcement litigation and reputational damage, which could materially adversely affect our financial condition, business and results of operations. These risks require continuous and likely increasing attention and other resources from us to, among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately address them and provide periodic training for employees to assist them in detecting phishing, malware and other schemes. Such attention diverts time and other resources from other activities and there is no assurance that our efforts will be effective. Additionally, the cost of maintaining and improving such systems and processes, procedures and internal controls may increase from its current level. Potential sources for disruption, damage or failure of our information technology systems include, without limitation, computer viruses, security breaches, human error, cyberattacks, natural disasters and defects in design. Additionally, we rely on third party service providers for certain aspects of our business. We can provide no assurance that the networks and systems that our third party vendors have established or use will be effective. Even if we are not targeted directly, cyberattacks on the U.S. and foreign governments, financial markets, financial institutions, or other businesses, including vendors, software creators, cybersecurity service providers, and other third parties with whom we do business, may occur, and such events could disrupt our normal business operations and networks in the future.

We are subject to a variety of federal, state, and international laws and other obligations regarding data protection.

We are subject to a variety of federal, state, and international laws and other obligations regarding data protection. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing domestic and international requirements may cause us or our businesses to incur substantial costs or require us or one of our businesses to change its business practices. Any failure by us to comply with our own privacy policy, applicable association rules, or with other federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others.

Dividends unlikely.

The Company does not expect to pay dividends for the foreseeable future. The payment of dividends will be contingent upon the Company’s future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will be within the discretion of the Company’s board of directors as then constituted. It is the Company’s expectation that future management following a business combination will determine to retain any earnings for use in its business operations and accordingly, the Company does not anticipate declaring any dividends in the foreseeable future.

Speculative Nature of Warrants.

Warrants offered in our various equity offerings do not confer any rights of common stock ownership on their holders, such as voting rights, and could limit the rights to receive dividends, they rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Moreover, following these offerings, the market value of the warrants is uncertain and there can be no assurance that the market value of the warrants will equal or exceed their public offering price. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.

State blue sky registration; potential limitations on resale of the Company’s common stock

The holders of the Company’s shares of common stock registered under the Securities Exchange Act of 1934, as amended (the “Securities Act”) and those persons who desire to purchase them in any trading market that may develop in the future, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell the Company’s securities. Accordingly, investors should consider the secondary market for the Company’s securities to be a limited one.

Changes in tax laws could materially affect our financial condition, results of operations and cash flows.

The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. For example, the Inflation Reduction Act (the “IRA”) was signed into law on August 16, 2022 and was effective beginning in fiscal 2023. The IRA imposes a 15% minimum tax for large corporations on global adjusted financial statement income for tax years beginning after December 31, 2022, and a 1% excise tax on certain share repurchases occurring after December 31, 2022. We do not currently expect that the IRA will have a material impact on our income tax liability, but will continue to monitor this change in future periods. We are unable to predict what changes to the tax laws of the U.S. and other jurisdictions may be proposed or enacted in the future or what effect such changes would have on our business. Any significant increase in our future effective tax rate could have a material adverse impact on our business, financial condition, results of operations, or cash flows.

Expectations of our company relating to environmental, social and governance factors may impose additional costs and expose us to new risks.

There is an increasing focus from certain investors, customers and other key stakeholders concerning corporate responsibility, specifically related to environmental, social and governance (“ESG”) factors. We expect that an increased focus on ESG considerations will affect some aspects of our operations, particularly as we expand into new geographic markets. There are a number of constituencies that are involved in a range of ESG issues, including investors, special interest groups, public and consumer interest groups and third-party service providers. As a result, there is an increased emphasis on corporate responsibility ratings and several third parties provide reports on companies to measure and assess corporate responsibility performance. In addition, the ESG factors by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. Alternatively, if we are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate. We risk damage to our brand and reputation if our corporate responsibility procedures or standards do not meet the standards set by various constituencies. In the future, we may be required to make substantial investments in matters related to ESG which could require significant investment and impact our results of operations. Any failure in our decision-making or related investments in this regard could affect consumer perceptions as to our brand. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors and other key stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and adversely affected.

Cybersecurity Risk Management and Strategy

The cybersecurity risk management program, processes, and strategy described in this section are limited to the personal and business information belonging to or maintained by the Company (collectively, “Confidential Information”), our own third-party critical systems and services supporting or used by the Company (collectively, “Critical Systems”), and service providers.

We will consider developing and implementing a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our Confidential Information and Critical Systems. Our cybersecurity risk management program will be integrated into our overall enterprise risk management program and includes a cybersecurity incident response plan.

Our contemplated cybersecurity risk management program shall include:

• risk assessments designed to help identify material cybersecurity risks to our Confidential Information, Critical Systems and the broader enterprise IT environment;
• a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
• cybersecurity awareness and spear-phishing resistance training of our employees, and senior management;
• a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
• a vendor management policy for service providers.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, could have a material adverse effect on us including an adverse effect on our business, financial condition and results of operations.

Cybersecurity Governance

Our executive management team, along with our managed information technology service provider, is responsible for assessing and managing risks from cybersecurity threats to the Company, including our Confidential Information and Critical Systems. The team has primary responsibility for our overall cybersecurity risk management program. Our management team works closely with our information technology service provider.

Our management team meets with our information technology service provider periodically to discuss then-current cybersecurity issues, which may include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including threat intelligence and other information obtained from governmental, public or private sources, and external service providers engaged by us; and alerts and reports produced by security tools deployed in the information technology environment including a spear-phishing report.

Our Board considers cybersecurity risk as part of its risk oversight function and oversight of cybersecurity and other information technology risks.

Our Board oversees management’s implementation of our cybersecurity risk management program. Our executive management team is responsible for updating the Board, as necessary, regarding significant cybersecurity incidents.

Our Board receives periodic reports from management (as deemed applicable) on our cybersecurity risks and cybersecurity risk management program.

Below is a schedule of the properties we currently occupy:

We are not currently a party to any material legal proceedings. From time to time, we may become involved in litigation or legal proceedings relating to claims arising from the ordinary course of business.

Overview

Reliance Global Group, Inc. operates as a holding company that acquires, owns, and actively manages insurance distribution and technology-oriented businesses. Historically, the Company’s primary operations have consisted of the ownership and operation of wholesale and retail insurance agencies and related InsurTech platforms, including RELI Exchange and 5MinuteInsure.com.

During 2025, the Company undertook a series of portfolio and capital structure initiatives, including the sale of certain insurance brokerage assets, repayment of a significant portion of its outstanding indebtedness, and access to additional equity capital through committed facilities and public offerings. These actions were intended to streamline operations, strengthen the balance sheet, and support future growth initiatives.

In January 2026, the Company launched EZRA International Group and introduced its Scale51 structured acquisition model, under which the Company may pursue majority ownership positions in technology-driven businesses. The Company intends to continue operating its insurance platform as its foundational cash flow base while selectively evaluating expansion opportunities consistent with its holding company framework.

The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this Annual Report.

Recent Developments

Strategic Investment Initiatives

In January 2026, the Company launched EZRA International Group and introduced its Scale51 operating model, under which the Company intends to pursue majority ownership positions in technology-driven businesses while continuing to operate its insurance brokerage and InsurTech platforms as its operational base.

On February 23, 2026, the Company completed the initial closing of its investment in Enquantum Ltd., a cybersecurity company developing post-quantum encryption and next-generation data protection technologies, acquiring approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis. The Share Purchase Agreement provides for additional milestone-based tranche investments that, if completed, would increase the Company’s ownership to 51%. Future funding of these milestone tranches will require additional capital deployment by the Company. The timing and magnitude of such future investments remain subject to milestone achievement or waiver and the Company’s capital allocation decisions. The Company continues to evaluate additional potential investments consistent with its holding company strategy; however, there can be no assurance that any additional transactions will be completed.

Digital Asset Treasury Strategy

In September 2025, the Company adopted a digital asset treasury strategy pursuant to which it may allocate a portion of its treasury assets to cryptocurrencies and related blockchain initiatives. As of December 31, 2025, the Company held digital assets reflected on its consolidated balance sheet. Digital asset holdings are subject to market price volatility, which may impact future results of operations. The Company evaluates digital asset allocations alongside other capital deployment opportunities, including operating investments and strategic acquisitions.

Portfolio Realignment and Debt Reduction

During 2025, the Company completed the sale of certain insurance brokerage assets, including the Fortman Insurance Services business and the Employee Benefits Solutions (“EBS”) and US Benefits Alliance (“USBA”) businesses. Aggregate proceeds from these transactions were used in part to reduce outstanding indebtedness. In July 2025, the Company repaid approximately $5.0 million of its Oak Street long-term debt and subsequently made an additional repayment following the EBS and USBA asset sale. These actions reduced the Company’s leverage and ongoing interest expense entering 2026.

Termination of Spetner Acquisition

In July 2025, the previously announced Stock Exchange Agreement relating to the proposed acquisition of Spetner Associates, Inc. was terminated. In connection with the termination, the Company expensed previously issued non-refundable equity prepayments associated with the contemplated transaction. The Company has no ongoing obligations under the terminated agreement.

Capital Markets Activity

In August 2025, the Company entered into an At-the-Market (“ATM”) Sales Agreement under which it may offer and sell shares of its common stock from time to time pursuant to an effective shelf registration statement, subject to regulatory limitations and market conditions. During the year ended December 31, 2025, the Company generated approximately $2.2 million in net proceeds from sales under the ATM program.

Also in August 2025, the Company entered into a Common Stock Purchase Agreement with White Lion Capital, LLC providing access to up to $10.0 million of capital through an equity line of credit facility, subject to specified limitations and conditions. As of December 31, 2025, capacity remained available under the facility.

Subsequent to year-end, on January 29, 2026, the Company completed a public offering generating gross proceeds of approximately $2.0 million before offering expenses. The Company intends to use the net proceeds for working capital, strategic initiatives, and general corporate purposes.

Nasdaq Minimum Bid Price Notice

On December 12, 2025, the Company received a notification from The Nasdaq Stock Market indicating that the closing bid price of its common stock had been below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) for 30 consecutive business days. The notice has no immediate effect on the listing of the Company’s common stock. The Company has 180 calendar days to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance. If the Company does not regain compliance within the initial 180-day period, but meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for The Nasdaq Capital Market (other than the minimum bid price requirement), and provides written notice of its intention to cure the deficiency during a second compliance period, including, if necessary, by effecting a reverse stock split, the Company may be eligible for an additional 180 calendar day compliance period. There can be no assurance that the Company will regain compliance within the applicable compliance period.

Non-GAAP 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. Namely our key financial performance metric Adjusted EBITDA (“AEBITDA”) is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below, to result in Adjusted EBITDA (“AEBITDA”). 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 Annual Report on Form 10-K under “Results of Operations”.

We exclude the following items, 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 impairment: 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, directors and third parties, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance.
• Change in estimated acquisition earn-out payables: An Earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
• Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
• Other (income) expense, net: This account includes non-routine and/or non-core operating income or expenses and other individually de minimis items and these amounts are excluded as unrelated to core operations of the company.
• Gain on sale: This account includes gains on sale from certain agency divestitures that occurred in the period which are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
• 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-standard non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in the previously disclosed discontinued operations and is excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
• Unrealized and realized gains (losses) on digital assets, net: This account includes unrealized and realized gains and losses from digital assets and is thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.

Refer to the reconciliation of net (loss) income to AEBITDA, illustrated below in tabular format.

Results of Operations

Comparison of the year ended December 31, 2025, to the year ended December 31, 2024

The following table sets forth our revenue and expenses for each of the years presented and provides insight into the value and percentage changes:

CONSOLIDATED STATEMENTS OF OPERATIONS ANALYTICS

30

Non-GAAP Reconciliation from Net Loss to AEBITDA

The following table provides a reconciliation from net loss to AEBITDA (adjusted EBITDA) for the years ended December 31, 2025, and December 31, 2024.

Liquidity and capital resources

As of December 31, 2025, the Company had a cash balance of approximately $2,731,000, of which approximately $1,416,000 was restricted, and working capital of approximately $1,875,000, compared with a cash balance of approximately $1,798,000, of which approximately $1,425,000 was restricted and working capital of approximately $416,000 as of December 31, 2024.

Inflation

The Company generally may be impacted by rising costs for certain inflation-sensitive operating expenses such as labor, employee benefits, and facility leases. The Company believes inflation could have a material impact to pricing and operating expenses in future periods due to the state of the economy and current inflation rates.

Off-balance sheet arrangements

We do not have any off-balance sheet arrangements as such term is defined in Regulation S-K.

Cash Flows

Operating Activities

Net cash used in operating activities for the year ended December 31, 2025, was approximately $3,095,000, compared to approximately $2,515,000 for the year ended December 31, 2024, representing an increase of cash used in operations of approximately $580,000, or 23%. The 2025 cash used comprises an approximate net loss of $6,988,000 offset by non-cash positive adjustments of approximately $3,893,000. The non-cash adjustments stem from depreciation and amortization of approximately $1,332,000, amortization of debt issuance costs of approximately $31,000, equity-based compensation for employees, directors, and service providers of approximately $5,708,000, non-cash lease expense of approximately $4,000, fair value changes of digital assets of $17,000, and changes in net working capital items in the net amount of approximately $16,000, offset by a non-cash gain on the sales of businesses of approximately $3,183,000.

Investing Activities

Net cash flows provided by investing activities for the year ended December 31, 2025, was approximately $5,328,000, compared to net cash flows used in investing activities of approximately $83,000 for the year ended December 31, 2024. The 2025 net cash provided comprises of cash spent for the purchase of property, equipment, and intangible assets of $43,000, net cash spent for the investment of digital assets of approximately $126,000 offset by cash received in the sales of businesses of approximately $5,497,000.

Financing Activities.

Net cash used in financing activities for the year ended December 31, 2025, was approximately $1,300,000, as compared to net cash provided by financing activities of $1,657,000 for the year ended December 31, 2024. The 2025 net cash used primarily comprises of cash proceeds from an ATM offering of approximately $2,161,000, from a private placement of shares and warrants of approximately $2,137,000, from common shares issued through an equity line of credit of approximately $823,000, from a related party loan payable of approximately $1,146,000, and from short term financings of $192,000, offset by repayments on debt principal of approximately $5,990,000, on related party loans of approximately $1,188,000, on short term financings of approximately $192,000 and dividends paid of approximately $388,000.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, or complex judgments.

Business acquisitions: Accounting for acquisitions requires us to estimate the fair value of consideration paid and the individual assets and liabilities acquired, which involves a number of judgments, assumptions, and estimates that could materially affect the amount and timing of costs recognized in subsequent periods. Accounting for acquisitions can also involve significant judgment to determine when control of the acquired entity is transferred. We typically obtain independent third-party valuation studies to assist in determining fair values, including assistance in determining future cash flows, discount rates, and comparable market values. Items involving significant assumptions, estimates, and judgments include the following:

• Debt, including discount rate and timing of payments;
• Deferred tax assets, including projections of future taxable income and tax rates;
• Fair value of consideration paid or transferred;
• Intangible assets, including valuation methodology, estimations of future revenue and costs, and discount rates;

Contingencies: We are subject to the possibility of losses from various contingencies. Significant judgment is necessary to estimate the probability and amount of a loss, if any, from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired, and the amount of loss can be reasonably estimated. In accounting for the resolution of contingencies, significant judgment may be necessary to estimate amounts pertaining to periods prior to the resolution that are charged to operations in the period of resolution and amounts related to future periods.

Goodwill and intangible assets: We test goodwill for impairment in our fourth quarter each year, or more frequently if indicators of an impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value. For reporting units for which this assessment concludes that it is more likely than not that the fair value is more than its carrying value, goodwill is considered not impaired and we are not required to perform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance, and other relevant events and factors affecting the fair value of the reporting unit. For reporting units for which this assessment concludes that it is more likely than not that the fair value is below the carrying value, goodwill is tested for impairment by determining the fair value of each reporting unit and comparing it to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, goodwill is considered not impaired. If the carrying value of the reporting unit exceeds its fair value, we would record an impairment loss up to the difference between the carrying value and implied fair value.

Determining when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and the fair value of the reporting unit requires significant judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates, and expenses and are developed as part of our long-range planning process. The same estimates are used in business planning, forecasting, and capital budgeting. We test the reasonableness of the output of our long-range planning process by calculating an implied value per share and comparing that to current stock prices, analysts’ consensus pricing, and management’s expectations. These estimates and assumptions are used to calculate projected future cash flows for the reporting unit, which are discounted using a risk-adjusted rate to estimate a fair value. The discount rate requires determination of appropriate market comparables. We base fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

We test other identified intangible assets with definite useful lives when events and circumstances indicate the carrying value may not be recoverable by comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. We test intangible assets with indefinite lives annually for impairment using a fair value method such as discounted cash flows. Estimating fair values involves significant assumptions, including future sales prices, sales volumes, costs, and discount rates.

Income taxes: We are required to estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax jurisdictions around the world. These estimates involve significant judgment and interpretations of regulations and are inherently complex. Resolution of income tax treatments in individual jurisdictions may not be known for many years after completion of the applicable year. We are also required to evaluate the realizability of our deferred tax assets on an ongoing basis in accordance with U.S. GAAP, which requires the assessment of our performance and other relevant factors. Realization of deferred tax assets is dependent on our ability to generate future taxable income. In recent periods, our results of operations have benefited from increases in the amount of deferred taxes we expect to realize, primarily from the levels of capital spending and increases in the amount of taxable income we expect to realize. Our income tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in these and other jurisdictions. Such forecasts are inherently difficult and involve significant judgments including, among others, projecting future average selling prices and sales volumes, manufacturing and overhead costs, levels of capital spending, and other factors that significantly impact our analyses of the amount of net deferred tax assets that are more likely than not to be realized.

Revenue recognition: The Company’s revenue is primarily comprised of commission paid by health insurance carriers related to insurance plans that have been purchased by a member who used the Company’s service. The Company defines a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business, and ancillary plans, for which the Company is entitled to receive compensation from an insurance carrier. All commission revenue is recorded net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage.

The Company earns additional revenue including contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the carriers (collectively, the “Contingent Commissions”). The Contingent Commissions are earned when the Company achieves the targets established by the insurance carriers. The insurance carriers notify the company when it has achieved the target. The Company only recognizes revenue to the extent that it is probable that a significant reversal of the revenue will not occur.

Equity-based compensation: Equity-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense using the straight-line amortization method over the requisite service period. For performance-based stock awards, the expense recognized is dependent on our assessment of the likelihood of the performance measure being achieved. We utilize forecasts of future performance to assess these probabilities and this assessment requires significant judgment.

Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires significant judgment, including estimating stock price volatility and expected option life. We develop these estimates based on historical data and market information which can change significantly over time. A small change in the estimates used can result in a relatively large change in the estimated valuation. We use the Black-Scholes option valuation model to value employee stock options and awards granted under our employee stock purchase plan. We estimate stock price volatility based on our historical volatility implied volatility derived from traded options on our stock.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of December 31, 2025, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2025, our Company’s internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.