8-K

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): February 6, 2026

RELIANCE

GLOBAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

(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:

Securities

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

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. ☐

Item8.01 Other Events.

On February 6, 2026, Reliance Global Group, Inc., a Florida corporation (the “Company”), filed Amendment No. 3 to the prospectus supplement, dated August 13, 2025 (including the documents incorporated by reference therein, the “Prospectus Supplement”), with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale by the Company, from time to time, of shares of its common stock, par value $0.086 per share (the “Shares”), having an aggregate offering price of up to $1,764,443, pursuant to that certain At The Market Offering Agreement, dated August 13, 2025 (the “ATM Agreement”), between the Company and H.C. Wainwright & Co., LLC (the “Manager”).

Amendment No. 3 amends and supplements the information in the Company’s registration statement on Form S-3 (File No. 333-275190) (including all exhibits thereto and the documents incorporated by reference therein, the “Registration Statement”), including the base prospectus contained therein (including the documents incorporated by reference therein, the “Base Prospectus”), and the prospectus supplements filed on August 13, 2025, Amendment No. 1 thereto filed on September 18, 2025 (the “First Amendment”), and Amendment No. 2 thereto filed on December 15, 2025 (the “Second Amendment” and, together with the Base Prospectus, the Prospectus Supplement, and the First Amendment, the “ATM Prospectus”). Amendment No. 3 should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information in Amendment No. 3 amends or supersedes the information contained in the ATM Prospectus. Amendment No. 3 is not complete without and may only be delivered or utilized in connection with, the ATM Prospectus and any future amendments or supplements thereto.

The Company has previously offered and sold $2,343,660 of shares of its common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of Amendment No. 3.

A copy of the opinion of Zarif Law Group P.C. relating to the validity of the Shares is attached as Exhibit 5.1 hereto.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

(d) Exhibits

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.

Exhibit5.1

February 6, 2026

Reliance Global Group, Inc.

300 Blvd. of the Americas, Suite 105

Lakewood, NJ 08701

Re: Prospectus Supplement to Prospectus (File No. 333-275190)

Ladies and Gentlemen:

We have acted as counsel to Reliance Global Group, Inc., a Florida corporation (the “Company”), in connection with the registration statement on Form S-3 (File No. 333-275190) (the “Registration Statement”), the base prospectus dated November 7, 2023 (the “Base Prospectus”) and the prospectus supplement dated August 13, 2025, as amended by Amendment No. 1 dated September 18, 2025, Amendment No. 2 dated December 15, 2025 and Amendment No. 3 dated February 6, 2026 (together with the Base Prospectus, the “Prospectus”), relating to the offering by the Company of up to $1,764,443 of shares (the “Shares”) of the Company’s common stock, par value $0.086 per share (“Common Stock”). The Shares are covered by the Registration Statement and we understand that the Shares are to be offered and sold in the manner described in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”).

For purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the Florida Business Corporation Act and the laws of the State of New York, as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

We consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K, dated February 6, 2026, which is incorporated by reference in the Prospectus. We also consent to the reference of our firm under the caption “Experts” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act of 1933, as amended (the “Act”), or the rules and regulations of the SEC promulgated thereunder, nor do we admit that we are experts with respect to any part of the Prospectus within the meaning of the term “expert” as used in the Act or the related rules and regulations of the SEC promulgated thereunder.