10-K/A - EZRA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K/A

(Amendment No. 1)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from _____ to _____

Commission

file number: 001-40020

RELIANCE

GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida	46-3390293
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
300 Blvd. of the Americas, Suite 105<br><br> <br>Lakewood, NJ	08701
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(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (732) 380-4600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock	EZRA	The<br> Nasdaq Capital Market
Series<br> A Warrants	EZRAW	Nasdaq<br> Capital Market

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> reporting company ☒
Emerging<br> 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The

aggregate market value of the common stock, $0.086 par value per share, held by non-affiliates of the registrant, based on the closing sale price of registrant’s common stock ($1.87) as quoted on the NASDAQ on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $5.3 million.

At

March 10, 2026, the registrant had 21,253,013 shares of common stock, par value $0.086 per share, outstanding.

EXPLANATORY NOTE

On March 10, 2026, Reliance Global Group, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original 2025 10-K”), with the Securities and Exchange Commission (the “SEC”). In the Original 2025 10-K, the Company inadvertently omitted listing its Compensation Recovery Policy, dated November 13, 2023 (the “Clawback Policy”), as an exhibit. This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is an exhibits-only filing being filed to revise the Exhibit Index, contained in Part IV, Item 15, to include a reference to the Clawback Policy as Exhibit 97.1. In addition, the Company has included current-dated Exhibit 31 certifications with this Amendment No. 1.

Amendment No. 1 speaks as of the filing date of the Original 2025 10-K, and does not reflect events that may have occurred subsequent to the filing date of the Original 2025 10-K. Except as described above, no other changes have been made to the Original 2025 10-K, and Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original 2025 10-K. Amendment No. 1 should be read in conjunction with the Original 2025 10-K and the Company’s other filings with the SEC.

PART

Item15. Exhibits and Financial Statement Schedules

The following exhibits are filed or furnished with

this Annual Report on Form 10-K/A.

Exhibit No.	Description
1.1	At The Market Offering Agreement dated as of August 13, 2025 between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Company on August 14, 2025).
3.1	Articles<br> of Incorporation of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) as amended<br> through October 19, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s<br> Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October<br> 8, 2020 (File No. 333-249381)).
3.2	Bylaws<br> of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s<br> Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).
3.3	Articles<br> of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 3, 2021 (incorporated herein by reference<br> to Exhibit 3.9 to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on<br> February 5, 2021 (SEC File No. 333-249381)).
3.4	Articles<br> of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated December 23, 2021 (incorporated herein by reference<br> to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022 (SEC File No. 001-40020)).
3.5	Articles<br> of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 16, 2023 (incorporated herein by reference<br> to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023 (SEC File No.<br> 001-40020)).
3.6	Medigap<br> Healthcare Insurance Agency LLC Formation and Assignment Documents (incorporated herein by reference to Exhibit 3.11 to the Company’s<br> Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (SEC File No. 001-40020)).
3.7	Articles<br> of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated November 27, 2023 (incorporated herein by reference<br> to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023 (SEC File No.<br> 001-40020)).
3.8	Certificate<br> of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024 (incorporated<br> herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024<br> (SEC File No. 001-40020)).
3.9	Amendment<br> No. 1 to Bylaws (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange<br> Commission on February 6, 2025).
3.10	Articles<br> of Amendment to Articles of Incorporation, as Amended, effective February 7, 2025 incorporated herein by reference to Exhibit 3.1<br> to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2025.
4.1	Form<br> of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and<br> Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).
4.2	Form<br> of Series D Warrant (incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the Securities and<br> Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).
4.3	Series<br> G Common Stock Purchase Warrant dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master<br> Fund Ltd. (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission<br> on December 13, 2023).
4.4	Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023).
4.5	Form<br> of Subordinated Indenture (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File<br> No. 333-275190) filed on October 27, 2023).
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4.6	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 23, 2025).
4.7	Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 23, 2025).
4.8	Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 23, 2025).
4.9	Form of Common Warrant (Incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)).
4.10	Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)).
4.11	Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)).
10.1	Securities<br> Purchase Agreement between Reliance Global Group, Inc. and Nsure, Inc. dated February 19, 2020 (incorporated herein by reference<br> to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October<br> 8, 2020 (SEC File No. 333-249381)).
10.2	Irrevocable<br> Assignment & Acquisition Agreement between Reliance Global Holdings, LLC and Ezra Beyman effective as of June 3, 2020 (incorporated<br> by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission<br> on October 8, 2020 (File No. 333-249381)).
10.3	Lease<br> between Coverage Consultants Unlimited, Inc. and Commercial Coverage Solutions, LLC dated August 17, 2020 (incorporated by reference<br> to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange<br> Commission on January 28, 2021 (File No. 333-249381)).
10.4	Master<br> Credit Agreement between Southwestern Montana Insurance Center, LLC and Oak Street Funding LLC dated April 3, 2019 (incorporated<br> by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 1) filed with the Securities<br> and Exchange Commission on December 4, 2020 (File No. 333-249381)).
10.5<br> †	Reliance<br> Global Group Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement<br> on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).
10.6	Amendment<br> No. 1 to Securities Purchase Agreement between Nsure Inc. and Reliance Global Group, Inc. dated October 8, 2020 (incorporated by<br> reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and<br> Exchange Commission on January 28, 2021 (File No. 333-249381)).
10.7	Form<br> of Warrant Agent Agreement between Reliance Global Group, Inc. and VStock Transfer, LLC (incorporated by reference to Exhibit 10.7<br> to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on<br> January 28, 2021 (File No. 333-249381)).
10.8	Purchase<br> Agreement among Kush Benefit Solutions, LLC, J.P. Kush and Associates, Inc. and Joshua Kushnereit dated May 12, 2021 (incorporated<br> herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission<br> on December 23, 2021 (SEC File No. 001-40020)).
10.9	Form<br> of Securities Purchase Agreement among Reliance Global Group, Inc. and the investors identified on the signature pages thereto dated<br> as of December 22, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed<br> with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
10.10	Form<br> of Registration Rights Agreement 2021 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on<br> Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
10.11	Form<br> of Series B Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with<br> the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
10.12	Form<br> of Certificate of Designation for Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 10.4 to the Company’s<br> Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
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10.13	Asset<br> Purchase Agreement between Reliance Global Group, Inc. and Medigap Healthcare Insurance Company, LLC and the sole member thereof<br> entered into agreement as of December 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report<br> on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022 (SEC File No. 001-40020)).
10.14	Form<br> of Investor Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23,<br> 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities<br> and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).
10.15	Form<br> of Medigap Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23,<br> 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities<br> and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).
10.16	Asset<br> Purchase Agreement between RELI Exchange, LLC and Barra & Associates, LLC dated April 26, 2022 (Incorporated by reference to<br> Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2022<br> (File Number 001-40020)).
10.17	Security<br> Agreement between Medigap Healthcare Insurance Agency, LLC and Oak Street Funding LLC dated April 26, 2022 (Incorporated by reference<br> to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2,<br> 2022 (File Number 001-40020)).
10.18<br> †	Employment<br> Agreement between Reliance Global Group, Inc. and Grant Barra dated April 26, 2022 Incorporated by reference to Exhibit 10.3 to the<br> Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020)).
10.19	Promissory<br> Note issued by Reliance Global Group, Inc. to YES Americana Group LLC on September 13, 2022 (incorporated herein by reference to<br> Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 (SEC File No.<br> 001-40020)).
10.20	Amendment<br> No. 1 to the Promissory Note between Reliance Global Group, Inc. and YES Americana Group, LLC, dated as of February 7, 2023 (incorporated<br> herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission<br> on February 13, 2023 (SEC File No. 001-40020)).
10.21<br> †	Promotion<br> Letter by and between Reliance Global Group, Inc. and Joel Markovits dated as of December 28, 2022 (incorporated herein by reference<br> to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4,<br> 2023 (SEC File No. 001-40020)).
10.22	Securities<br> Purchase Agreement, dated March 13, 2023, between Reliance Global Group, Inc. and Investor (incorporated herein by reference to Exhibit<br> 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File<br> No. 001-40020)).
10.23	Form<br> of Warrant (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities<br> and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
10.24	Form<br> of Pre-Funded Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with<br> the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
10.25	Form<br> of Placement Agent Warrant (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed<br> with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
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10.26	Form<br> of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form<br> 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
10.27	Second<br> Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services,<br> LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company’s<br> Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023).
10.28	Confidential<br> Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance<br> Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65<br> Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC (incorporated by reference to Exhibit<br> 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2023).
10.29	Amendment<br> #1 to the Purchase Agreement, dated as of September 29, 2023, by and between Reliance Global Group, Inc., Southwestern Montana Insurance<br> Center, LLC, Southwestern Montana Financial Center, Inc., and Julie A. Blockey (incorporated by reference to Exhibit 10.1 to the<br> Company’s Current Report on Form 8-K filed on October 4, 2023).
10.30<br> †	Reliance<br> Global Group Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix I to the Company’s Definitive Proxy Statement<br> filed with the Securities and Exchange Commission on October 4, 2023 (File No. 001-40020)).
10.31	Inducement<br> Offer to Extend Existing Warrants, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital<br> Master Fund Ltd. Blockey (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December<br> 13, 2023).
10.32	Inducement<br> Offer to Exercise Series F Warrants to Subscribe for Common Shares, dated as of December 12, 2023, by and between Reliance Global<br> Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report<br> on Form 8-K filed on December 13, 2023).
10.33	Exchange<br> Offer of Warrants to Purchase Common Stock and Amendment, dated as of December 12, 2023, by and between Reliance Global Group, Inc.<br> and Hudson Bay Master Fund Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed<br> on December 13, 2023).
10.34	Third<br> Amendment to the Purchase Agreement, dated as of January 11, 2024, by and between Reliance Global Group, Inc., Fortman Insurance<br> Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to<br> the Company’s Current Report on Form 8-K filed on January 11, 2024).
10.35<br> †	Executive<br> Employment Agreement, dated January 25, 2024, between the Company and Ezra Beyman (incorporated by reference to Exhibit 10.1 to the<br> Company’s Current Report on Form 8-K filed on January 31, 2024).
10.36	At<br> Market Issuance Sales Agreement, dated February 15, 2024, by and between the registrant and EF Hutton LLC (incorporated by reference<br> to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2024).
10.37	Reliance Global Group, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-284386) filed on January 21, 2025).
10.38	Reliance Global Group, Inc. 2025 Equity Inventive Plan (incorporated by reference to Appendix I to the Definitive Proxy Statement on Schedule 14A filed on April 15, 2025).
10.39	Revolving Credit Facility Agreement, dated as of March 5, 2025, by and among the registrant and YES Americana Group, LLC (incorporated by reference to Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025).
10.40	Revolving Note issued by the registrant in favor of YES Americana Group, LLC on March 5, 2025 (incorporated by reference to Exhibit 10.42 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025).
10.41	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 23, 2025).
10.42	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 23, 2025).
10.43	Amendment No. 1 to the Revolving Credit Facility Agreement, dated June 24, 2025, by and among Reliance Global Group, Inc. and YES Americana Group, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 24, 2025).
10.44	Amendment No. 1 to the Revolving Note issued by Reliance Global Group, Inc. in favor of Yes Americana Group, LLC on June 24, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on June 24, 2025).
10.45	Asset Purchase Agreement, between the Company, Fortman Insurance Services, LLC and Fortman Insurance Agency, LLC, dated July 7, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on July 11, 2025).
10.46	Common Stock Purchase Agreement between the Company and White Lion Capital, LLC, dated August 26, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on August 27, 2025).
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10.47	Registration Rights Agreement between the Company and White Lion Capital, LLC, dated August 26, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on August 27, 2025).
10.48	Interim Crypto Purchase Agreement, entered into between the Company and Moshe Fishman, dated September 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2025).
10.49	Amendment No. 1 to the Common Stock Purchase Agreement between the Company and White Lion Capital LLC, effective November 5, 2025 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025).
10.50	Advisory Agreement, between the Company and Convergence Strategy Partners, LLC, dated November 18, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 21, 2025).
10.51	Asset Purchase Agreement, between the Company, Employee Benefits Solutions, LLC, and US Benefits Alliance, LLC, dated December 23, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 30, 2025).
10.52	Promissory Note, entered into between the Company and Enquantum Ltd., dated January 15, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 21, 2026)
10.53	Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.57 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)).
10.54	Form of Lock-Up Agreement (Incorporated by reference to Exhibit 10.58 to the Registration Statement on Form S-1 filed with the SEC on January 23, 2026 (File No. 333-292895)).
10.55	Share Purchase Agreement, entered into between the Company and Enquantum Ltd. Dated February 5, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 10, 2026).
10.56	Amendment No. 1 to the Share Purchase Agreement, dated February 19, 2026, entered into between the Company and Enquantum Ltd. (incorporated by reference to Exhibit 10.2 the Current Report on Form 8-K filed by the Company on February 25, 2026)
14.1	Code<br> of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form 10-K filed with the Securities and Exchange Commission<br> on March 31, 2022).
19.1	Insider Trading Policy (contained in Exhibit 14.1 hereto).
21.1 ***	List of subsidiaries.
23.1<br> ***	Consent of Urish Popeck & Co., LLC.
24.1<br> ***	Power of Attorney (included on the signature page).
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
31.2<br> *	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
32.1<br> ***	Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer.
97.1 †	Compensation Recovery Policy of Reliance Global Group, Inc., dated November 13, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K/A filed with the SEC on April 8, 2025).
101.INS*	Inline<br> XBRL Instance Document
101.SCH*	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed<br> herewith
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**	Furnished<br> herewith
***	Previously provided with Annual Report on Form 10-K filed with<br>the Securities and Exchange Commission on March 10, 2026.
†	Includes management contracts and compensation plans and arrangements

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 26, 2026.

Reliance Global Group, Inc.
By:	/s/ Ezra Beyman
	Ezra<br> Beyman
	Chief<br> Executive Officer and Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ Ezra Beyman	Chief<br> Executive Officer and Executive Chairman and Director
Ezra<br> Beyman	(Principal<br> Executive Officer)	March<br> 26, 2026
/s/ Joel Markovits	Chief<br> Financial Officer
Joel<br> Markovits	(Principal<br> Financial and Accounting Officer)	March<br> 26, 2026
/s/ Alex Blumenfrucht	Director
Alex<br> Blumenfrucht		March<br> 26, 2026
/s/ Sheldon Brickman	Director
Sheldon<br> Brickman		March<br> 26, 2026
/s/ Ben Fruchtzweig	Director
Ben<br> Fruchtzweig		March<br> 26, 2026
/s/ Scott Korman	Director
Scott<br> Korman		March<br> 26, 2026

Exhibit31.1

CERTIFICATIONS

I, Ezra Beyman, certify that:

1. I have reviewed this Amendment No. 1 to annual report on Form 10-K/A for the fiscal year ended December 31, 2025 of Reliance Global Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Dated:<br> March 26, 2026	By:	/s/ Ezra Beyman
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		Ezra<br> Beyman
		Chief<br> Executive Officer and Executive Chairman (Principal Executive Officer)

Exhibit31.2

CERTIFICATIONS

I, Joel Markovits, certify that:

1. I have reviewed this Amendment No. 1 to annual report on Form 10-K/A for the fiscal year ended December 31, 2025 of Reliance Global Group, Inc.;

(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Dated:<br> March 26, 2026	By:	/s/ Joel Markovits
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		Joel<br> Markovits
		Chief<br> Financial Officer (Principal Financial Officer)