8-K
Reliance Global Group, Inc. (EZRA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2025
RELIANCE
GLOBAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 001-40020 | 46-3390293 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 300 Blvd. of the Americas, Suite 105<br><br> <br>Lakewood, New Jersey | 08701 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(732)380-4600
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, par value<br> $0.086 per share | RELI | The Nasdaq Capital Market |
| Series A Warrants to purchase<br> shares of Common Stock, par value $0.086 per share | RELIW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item7.01. Regulation FD Disclosure.
On September 26, 2025, the Board of Directors of Reliance Global Group, Inc. (the “Company”) approved a special cash dividend of $0.03 per share on the Company’s outstanding common stock. As announced on September 29, 2025, the dividend is payable on or about December 2, 2025 to stockholders of record as of October 30, 2025. Future dividends, if any, will be determined by the Board based on the Company’s financial condition, results of operations, capital requirements, and other factors it deems relevant.
On September 29, 2025, the Company issued a press release announcing the special cash dividend. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In addition, on September 29, 2025, the Company issued a press release announcing that it has completed its first purchase of Bitcoin (BTC) as part of its Digital Asset Treasury strategy, building on prior purchases of Ethereum (ETH) and Cardano (ADA). A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
On September 30, 2025, the Company also issued a press release announcing that it has completed a purchase of XRP, the native token of the XRP Ledger, as part of its Digital Asset Treasury initiative building on prior purchases of BTC, Ethereum (ETH) and Cardano (ADA). A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 8.01. Other Events.
On September 26, 2025, the Board of Directors approved a special cash dividend of $0.03 per share, payable on or about December 2, 2025 to stockholders of record as of October 30, 2025.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated September 29, 2025, Titled “Reliance Global Group Announces Special Cash Dividend of $0.03 Per Share.” |
| 99.2 | Press Release, dated September 29, 2025 Titled “Reliance Global Group (RELI) Announces Strategic Bitcoin (BTC) Purchase as Part of Digital Asset Treasury Strategy.” |
| 99.3 | Press Release, dated September 30, 2025, Titled “Reliance Global Group (RELI) Adds XRP to Digital Asset Treasury, Expanding Enterprise-Grade Blockchain Portfolio” |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Reliance Global Group, Inc. | ||
|---|---|---|
| Dated:<br> October 1, 2025 | By: | /s/ Ezra Beyman |
| Ezra<br> Beyman | ||
| Chief<br> Executive Officer |
Exhibit99.1
RelianceGlobal Group Announces Special Cash Dividend of $0.03 Per Share
LAKEWOOD,N.J., September 29, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today announced that its Board of Directors has declared a special cash dividend of $0.03 per common share, payable on or about December 2, 2025, to stockholders of record as of October 30, 2025.
Ezra Beyman, CEO of Reliance Global Group, commented, “We are pleased to announce this special dividend as a way of rewarding our loyal shareholders who have continued to support the Company as we execute on our growth strategy. Over the past several quarters, we have made significant progress strengthening both our financial performance and balance sheet, and we believe this distribution underscores the confidence we have in the sustainability of our business model. While we remain focused on driving long-term growth through our Insurtech platform and agency network, we are equally committed to delivering near-term value to our shareholders. Importantly, this dividend also reflects the disciplined approach we are taking to capital allocation, which includes our recently announced crypto asset strategy. By thoughtfully building a diversified digital asset portfolio, beginning with Ethereum and Cardano, we are seeking to enhance both our long-term treasury management and overall shareholder value.”
Forward-LookingStatements
Thispress release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,”“will,” “expect,” “anticipate,” “intend,” “plan,” “believe,”“estimate,” “continue,” “potential,” and similar expressions.
Forward-lookingstatements in this press release include, without limitation, statements regarding: (i) the declaration, timing, mechanics and paymentof the one-time cash dividend of $0.03 per share, including the record date of October 30, 2025 and the anticipated payment date of December2, 2025; (ii) our expectations regarding liquidity, cash flows, and balance sheet strength sufficient to fund the dividend and ongoingoperations; (iii) our capital allocation strategy, including potential future dividends or other returns of capital (if any), which remainat the discretion of the Board; (iv) our expectations about operational execution and growth of our Insurtech platform and agency network;and (v) our broader business strategy and treasury management initiatives, which may include our previously disclosed digital asset strategy.
Theseforward-looking statements are based on a number of assumptions, including that: (a) we maintain sufficient cash and availability underexisting resources to fund the dividend and our business; (b) there are no unexpected delays or issues with transfer agent, banking ormarket infrastructure that could affect dividend processing; (c) market, economic and regulatory conditions remain consistent with management’scurrent expectations; and (d) our operating performance and capital needs are generally in line with plan.
Actualresults could differ materially from those anticipated due to risks and uncertainties, including, among others: our ability to generatecash and maintain required liquidity; changes in financial, market, economic or regulatory conditions; potential operational or processingissues related to dividend payments; the possibility that the ex-dividend date or other logistics determined by the exchange differ fromcurrent expectations; our ability to execute on our operational initiatives and growth strategy; and other risks described under “RiskFactors” in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and subsequent filings.
Readersare cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Except as required bylaw, Reliance Global Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a resultof new information, future events or otherwise.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com
Exhibit99.2
RelianceGlobal Group (RELI) Announces Strategic Bitcoin (BTC) Purchase as Part of Digital Asset Treasury Effort
Buildson Earlier Ethereum and Cardano Purchases, Strengthening Digital Asset Diversification
LAKEWOOD,N.J., September 29, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today announced that it has completed its first purchase of Bitcoin (BTC) under its Digital Asset Treasury (“DAT”) initiative. This purchase represents Reliance’s latest and largest crypto position to date, underscoring Reliance’s ongoing strategy to include top-tier digital assets in its treasury portfolio, with Bitcoin now joining Ethereum and Cardano among its holdings.
This marks the third major step in Reliance’s digital asset strategy. Earlier this month, the Company announced its initial purchase of Ethereum (ETH), followed days later by the purchase of Cardano (ADA). Each of these purchases reflects Reliance’s measured and disciplined approach to diversifying its treasury with high-quality digital assets. With Bitcoin now added, Reliance has assembled a core portfolio that represents three of the largest and longest standing blockchain networks in the world.
With this purchase, Reliance becomes one of the Nasdaq/NYSE-listed companies formally holding Bitcoin in their treasury. The Company views Bitcoin not as a speculative asset but as a foundational store of value supported by broad adoption, deep liquidity, and strong security.
Bitcoin remains the original, highest-market-cap cryptocurrency and is often referred to as “digital gold.” Key factors include:
| ● | Limited supply / built-in scarcity: Only 21 million BTC will ever exist, reinforcing Bitcoin’s deflationary attributes. |
|---|---|
| ● | Robust network security: Powered by global mining operations, Bitcoin’s hashrate and decentralized consensus mechanisms are widely<br> regarded as among the strongest in any blockchain. |
| ● | High liquidity & institutional interest: Bitcoin is traded on virtually all major cryptocurrency exchanges and is increasingly<br> held by institutional investors and corporate treasuries. |
| ● | Growing adoption: As of mid-2025, global Bitcoin ownership/users is estimated in the hundreds of millions. |
| ● | Transaction volume scale: The Bitcoin network processed approximately $19 trillion in transactions during 2024, more than double the prior<br> year’s total. |
Ezra Beyman, Chairman and CEO of Reliance Global Group, stated, “Our earlier purchases of Ethereum and Cardano laid the groundwork for Reliance’s digital asset treasury strategy, and today’s purchase of Bitcoin represents the next step in building a diversified portfolio of blockchain leaders. By strategically selecting assets with proven resilience, we are focused on creating a treasury that balances innovation, sustainability, and long-term value. Bitcoin brings a unique set of attributes — from its fixed supply and role as a hedge against inflation to its unmatched network security and growing institutional adoption that make it an essential component of a forward-looking digital asset strategy. Together with Ethereum’s strength in smart contracts and Cardano’s emphasis on sustainability, Bitcoin anchors our portfolio with the qualities of a globally recognized store of value. Guided by the expertise of our Crypto Advisory Board, we will continue to approach this initiative with discipline, ensuring governance, custody, and compliance remain paramount. Our goal is not short-term speculation, but the thoughtful integration of digital assets into Reliance’s broader vision, delivering sustainable growth and long-term value for our shareholders as blockchain technology becomes further embedded in the global financial system.”
Reliance has a track record of adopting advanced technologies in insurance and financial services, including AI, analytics, and digital platforms like RELI Exchange and 5MinuteInsure.com. Expanding into Bitcoin is a natural step in this strategy, providing a hedge against inflation, currency risk, and adding diversification across asset classes. Throughout this expansion, Reliance remains focused on regulatory compliance, transparent accounting, and secure custody to ensure its digital asset strategy is both disciplined and sustainable.
Forward-LookingStatements
Thispress release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,”“will,” “expect,” “anticipate,” “intend,” “plan,” “believe,”“estimate,” “continue,” “potential,” and similar expressions. Forward-looking statements in thispress release include, without limitation, statements regarding:
| ● | Our expectation that the addition of Bitcoin to our holdings, alongside Ethereum and Cardano, will strengthen our Digital Asset Treasury strategy and long-term shareholder value; |
|---|---|
| ● | Our belief that carefully diversifying across leading blockchain networks provides both resilience and growth potential in our treasury portfolio; |
| ● | Our expectation that disciplined governance, custody, and compliance processes will allow us to responsibly manage digital assets within a public-company framework; |
| ● | Our belief that Bitcoin, as a store of value, together with Ethereum’s smart contract ecosystem and Cardano’s sustainability focus, position Reliance to participate in foundational blockchain technologies as they gain broader institutional and commercial adoption; and |
| ● | Other statements relating to our future financial performance, business strategy, technology developments, capital allocation, and operational execution. |
Theseforward-looking statements are based on a number of assumptions, including that: i) the Company is able to successfully implement itsDigital Asset Treasury strategy as approved by the Board; (ii) cryptocurrency and blockchain markets remain sufficiently stable to allowfor execution of our strategy; (iii) regulatory and accounting frameworks evolve in a manner consistent with our ability to participatein digital asset markets; and (iv) no material adverse changes occur in market, economic, or regulatory conditions.
Actualresults could differ materially from those anticipated due to a variety of risks and uncertainties, including: volatility or declinesin cryptocurrency markets; challenges in executing and managing digital asset investments; regulatory or accounting changes that adverselyimpact digital asset holdings or blockchain-based initiatives; technological risks related to custody, cybersecurity, or blockchain integration;competitive pressures from Insurtech, blockchain, or digital asset market participants; and other factors described under “RiskFactors” in our Registration Statement on Form S-1, Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, Current Reportson Form 8-K and other filings with the Securities and Exchange Commission.
Youare encouraged to carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as well as otherSEC filings, for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global GroupInc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, futureevents, or otherwise.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com
Exhibit99.3
RelianceGlobal Group (RELI) Adds XRP to Digital Asset Treasury, Expanding Enterprise-Grade Blockchain Portfolio
Fourth-LargestCryptocurrency Powers Cost-Efficient, Scalable Cross-Border Payments
LAKEWOOD,N.J., September 30, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today announced that it has completed a purchase of XRP, the native token of the XRP Ledger and the cryptocurrency used within the Ripple payment network. This transaction marks Reliance’s latest measured step in its Digital Asset Treasury (“DAT”) initiative, introducing diversified exposure to a top-tier asset recognized for its speed, scalability, and strong adoption in the global banking and financial services sector.
The addition of XRP follows Reliance’s earlier treasury purchases of Bitcoin, Ethereum, and Cardano. Together, these holdings reflect the Company’s disciplined approach to building a diversified portfolio of digital assets that align with its long-term strategy of combining innovation, stability, and value.
XRP is currently the fourth-largest cryptocurrency by market capitalization and is widely used as a bridge asset for international payments. Built for enterprise-grade applications, XRP provides:
| ● | Speed:<br> Transactions typically settle in 3–5 seconds. |
|---|---|
| ● | Low Cost: Transaction fees are fractions of a cent, making it efficient for micro-payments. |
| ● | Liquidity & Banking Use: Ripple’s partnerships with global banks and payment providers drive adoption for cross-border settlements<br> and liquidity management. |
| ● | Scalability:<br> Handles over 1,500 transactions per second, rivaling traditional payment networks. |
| ● | Energy Efficiency: XRP Ledger consensus uses minimal energy compared to proof-of-work blockchains. |
“Our strategy is to carefully build a treasury of digital assets with both strong fundamentals and real-world utility,” said Ezra Beyman, Chairman and CEO of Reliance Global Group. “XRP offers speed, efficiency, and proven value in global payments. By adding XRP to our portfolio alongside Bitcoin, Ethereum, and Cardano, we are reinforcing Reliance’s role at the forefront of blockchain adoption. We believe this disciplined diversification is designed to both capture the transformative potential of blockchain technology and to drive long-term shareholder value. With guidance from our Crypto Advisory Board, we are committed to balancing innovation with prudent governance, secure custody, and regulatory compliance. Our goal is to integrate digital assets into Reliance’s broader strategy in a way that delivers innovation today while creating lasting value for our shareholders.”
Reliance views the addition of XRP and other leading digital assets as an extension of its broader strategy to merge innovative technologies with its established strengths in insurance and financial services. Platforms such as RELI Exchange and 5MinuteInsure.com have already demonstrated the Company’s ability to modernize distribution and customer engagement through technology. By applying the same disciplined approach to blockchain participation, Reliance is positioning digital assets not as speculative instruments but as strategic tools to enhance resilience, efficiency, and growth. With a focus on secure custody, transparent oversight, and regulatory compliance, the Company seeks to responsibly integrate blockchain value into its operating model while creating sustainable opportunities for shareholders.
Forward-LookingStatements
Thispress release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,”“will,” “expect,” “anticipate,” “intend,” “plan,” “believe,”“estimate,” “continue,” “potential,” and similar expressions. Forward-looking statements in thispress release include, without limitation, statements regarding:
| ● | Our expectation that the addition of XRP to our Digital Asset Treasury (“DAT”) may advance the objectives of our treasury strategy and long-term shareholder value; |
|---|---|
| ● | Our belief that selectively engaging with established digital-asset networks can provide liquidity, diversification benefits, and strategic optionality as blockchain-based payment and settlement use cases evolve; |
| ● | Our expectation that disciplined governance, custody, accounting, and compliance frameworks—supported by Board-approved policies—will allow us to responsibly manage digital assets within a public-company environment; |
| ● | Our belief that evaluating integrations between blockchain capabilities and our AI-driven Insurtech platforms could enhance product innovation and operational efficiency over time; and |
| ● | Our belief that, together, our digital-asset holdings reflect a disciplined approach to building a diversified portfolio aligned with our strategy of combining innovation, stability, and long-term value creation; and |
| ● | Other statements relating to our future financial performance, business strategy, technology initiatives, capital allocation, and operational execution. |
Theseforward-looking statements are based on a number of assumptions, including that: i) the Company is able to successfully implement itsDigital Asset Treasury strategy as approved by the Board; (ii) cryptocurrency and blockchain markets remain sufficiently stable to allowfor execution of our strategy; (iii) regulatory and accounting frameworks evolve in a manner consistent with our ability to participatein digital asset markets; and (iv) no material adverse changes occur in market, economic, or regulatory conditions.
Actualresults could differ materially from those anticipated due to a variety of risks and uncertainties, including: volatility or declinesin cryptocurrency markets; challenges in executing and managing digital asset investments; regulatory or accounting changes that adverselyimpact digital asset holdings or blockchain-based initiatives; technological risks related to custody, cybersecurity, or blockchain integration;competitive pressures from Insurtech, blockchain, or digital asset market participants; and other factors described under “RiskFactors” in our Registration Statement on Form S-1, Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, Current Reportson Form 8-K and other filings with the Securities and Exchange Commission.
Youare encouraged to carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as well as otherSEC filings, for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global GroupInc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, futureevents, or otherwise.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com