Expanded Functionality Allows RELI Exchange Agency Partners to Prioritize Growth While Ensuring High-Quality Client Servicing
LAKEWOOD, NJ, Aug. 06, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today announced a significant enhancement to its RELI Exchange InsurTech platform through the launch of a next-generation Client Service Center. This expanded functionality empowers independent insurance agents to focus on acquiring new business while RELI Exchange’s dedicated team efficiently manages client service requests behind the scenes. This expansion comes on the heels of strong organic growth at RELI Exchange which underscores the scalability and strength of RELI Exchange’s tech-enabled service model.
“Our enhanced service platform allows agency partners to remain laser-focused on driving new business while we ensure that their clients receive prompt and professional support,” said Ezra Beyman, Chairman and CEO of Reliance Global Group. “This is a strategic step forward in our long-term plan to integrate service delivery with sales enablement. By keeping agents on the front lines and removing service-related distractions, RELI Exchange continues to differentiate itself as a true partner in agency growth.”
“With the new digital Client Service Center, policyholders can easily submit requests-such as mortgagee clause updates-through a white-label interface, which are then routed directly to our in-house service team for prompt handling,” said Moshe Fishman, Director of Insurtech and Operations. “This streamlines the service process without disrupting the agent’s focus on new business. At the same time, agents stay informed in real time, maintaining transparency and client trust. It’s as if each agency partner now has a built-in service team, enabling them to focus on growing their business faster without taking on additional overhead.”
“The platform enhancements we have made reflect our continued commitment to delivering smart, scalable solutions for our agency partners. Our technology and operations are tightly aligned with our growth objectives, enabling us to expand revenue while keeping service costs lean. We believe these developments position RELI Exchange as a leading InsurTech solution in the market, offering both operational leverage and exceptional client support,” concluded Mr. Beyman.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 this press release include, without limitation, statements regarding:
Our expectations that the new next-generation Client Service Center will enhance agent productivity, streamline policy servicing workflows, and drive future revenue growth at RELI Exchange;
Our belief that expanded digital self-service capabilities will strengthen our value proposition to independent insurance agents and accelerate platform adoption;
Our expectation that real-time transparency and reporting features will improve client satisfaction metrics and support incremental margin expansion;
Our intention to leverage the scalable InsurTech architecture of RELI Exchange to integrate service delivery with sales enablement and create operating leverage; and
Other statements relating to our future financial performance, business strategy, technology developments, and operational execution.
These forward-looking statements are based on a number of assumptions, including that: (i) the Client Service Center enhancements roll out as planned; (ii) agency partners adopt the new functionalities at anticipated rates; (iii) integration and technical performance meet our expectations; and (iv) no material adverse changes occur in market, economic, or regulatory conditions that would impair platform usage.
Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including: delays or failure to complete the Spetner acquisition; challenges in realizing anticipated cost savings or cash flow improvements; unexpected integration issues; competitive pressures in the InsurTech and insurance agency markets; adverse economic or regulatory developments; and other factors described under “Risk Factors” in our Registration Statement on Form S-1 and our other filings with the Securities and Exchange Commission.
You are encouraged to carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as well as other SEC filings, for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Reduces Debt by 50%, Strengthens Balance Sheet, and Refocuses Strategic Priorities
Company to Host Conference Call Today at 4:30 PM Eastern Time
LAKEWOOD, N.J., July 30, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today provided a business update and reported financial results for the quarter ended June 30, 2025.
“During the second quarter, we made meaningful progress toward our long-term strategic objectives, continuing to execute with discipline across both operational and financial fronts,” said Ezra Beyman, Chairman and CEO of Reliance Global Group. “While revenue was modestly lower compared to the prior year period, this was primarily due to a shift in our medical/health client base but offset by an 8% increase in our property and casualty (P&C) revenue stream. Importantly, our core business remained stable, and we continued to drive improvements across the organization. A key pillar of our transformation remains our OneFirm strategy, which unifies our agency operations under a cohesive, integrated model. We believe this approach is driving greater internal efficiency, enhancing collaboration across our teams, and delivering improved service experiences for clients and agents alike. It also positions us to scale more effectively and expand margins as we grow.”
“As part of this strategy, the recent sale of Fortman Insurance Services marked a key step in streamlining our portfolio. By monetizing this asset, we’ve not only strengthened our balance sheet but also reinforced our focus on tech-enabled, high-growth areas that align with our long-term vision for sustainable, innovation-driven growth.”
“From the sale proceeds, we took a major step to strengthen our financial position by repaying approximately $5.6 million-about half of our long-term debt, which reduced our annual debt service by over $1.8 million and meaningfully improved our cash flow and financial flexibility.”
“Another exciting development this quarter was the launch of RELI Auto Leasing, which empowers our RELI Exchange Agency Partners to connect their clients with great auto leasing options. This unique platform not only creates a new revenue stream for our agents-who earn commissions on both the leasing referral and the accompanying insurance-but also delivers a high-convenience experience for consumers, with nationwide delivery available. By integrating leasing solutions into the RELI Exchange platform, we are continuing to strengthen our value proposition and expand the tools our agents can use to grow their businesses,” concluded Mr. Beyman.
2025 Second Quarter Financial Highlights
(approximate figures)
Commission income was $3.1 million in Q2 2025, compared to $3.2 million in Q2 2024. The swing was primarily due to a shift in our medical/health client base but offset by an 8% increase in our property and casualty (P&C) revenue stream.
Commission expense was $989,000 in Q2 2025, compared to $886,000 in Q2 2024 with the swing primarily attributed to the 8% growth in P&C revenues.
Salaries and wages were $2.6 million in Q2 2025, compared to $2.0 million in Q2 2024, with the increase due to non-cash share-based compensation, offset by OneFirm efficiencies and overall leaner operations.
General and administrative expenses were $1.5 million in Q2 2025, compared to $1.0 million in Q2 2024, with the flux being driven by acquisition related cash and non-cash costs offset by OneFirm efficiencies and overall leaner operations.
Net loss for the quarter was $2.7 million, compared to $1.5 million in Q2 2024, reflecting the impacts of non-cash equity compensation and acquisition cash and non-cash related costs.
Adjusted EBITDA (“AEBITDA”) (Non-GAAP measure) loss for the quarter was $382,000 compared to $178,000 in Q2 2024. The increase was driven primarily by the fluctuations affecting the commission income and commission expense accounts offset by improvements in the general expense accounts pursuant to OneFirm efficiencies and overall leaner operations.
“Following the sale of Fortman Insurance Services, we expect to recognize a gain on sale of approximately $3.0 million in the third quarter,” said Joel Markovits, Chief Financial Officer of Reliance Global Group. “Combined with our debt reduction efforts, we’ve significantly deleveraged our balance sheet and lowered our annual debt service obligations by approximately 61%. Our outlook remains strong as we continue to move forward with a focus on disciplined financial management, whilst making strides forward in our pursuit of innovation and expansion of our market footprint.”
Conference Call
Reliance Global Group will host a conference call today at 4:30 PM Eastern Time to discuss the Company’s financial results for the quarter ended June 30, 2025, as well as the Company’s corporate progress and other developments.
A webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/ through May 13, 2026. A telephone replay of the call will be available approximately one hour following the call, through May 27, 2025, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 52473.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 this press release include, without limitation, statements regarding:
Our expectations regarding the financial and operational benefits of our recent debt reduction, including reduced annual debt service obligations, improved cash flow, and enhanced financial flexibility;
Our belief that the OneFirm strategy is enhancing internal efficiency, enabling scalability, and positioning us for sustainable margin expansion;
Our intention to continue realigning our portfolio and operations around high-growth, tech-enabled assets, including through the sale of Fortman Insurance Services and the expansion of the RELI Exchange platform;
Our expectation that RELI Auto Leasing will generate new revenue opportunities for our agency partners and increase customer convenience and engagement;
Our outlook regarding the anticipated gain on the Fortman sale and our ability to continue deleveraging and improving our financial condition; and
Other statements relating to our future growth, financial performance, business strategy, and operational execution.
These forward-looking statements are based on a number of assumptions, including that our OneFirm strategy will continue to drive efficiencies, the RELI Exchange and RELI Auto Leasing platforms will gain market traction as expected, the anticipated gain on the Fortman sale will be recognized, and market, economic, and regulatory conditions will remain favorable. There can be no assurance that these assumptions will prove accurate.
Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including: our ability to successfully integrate new business initiatives such as RELI Auto Leasing; challenges in realizing anticipated cost savings, cash flow improvements, or strategic benefits from our restructuring efforts; competitive pressures in the InsurTech and insurance agency markets; adverse economic or regulatory developments; and other factors described under “Risk Factors” in our Annual Report on Form 10-K and other filings made with the Securities and Exchange Commission.
You are encouraged to carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as well as other SEC filings, for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
INFORMATION REGARDING A NON-GAAP FINANCIAL 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 below.
We exclude the following items when calculating Adjusted EBITDA, 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 impairments: 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 and service providers, 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 is 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: Includes certain non-routine income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company.
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 discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Loss from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued, are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
The following table provides a reconciliation from net loss to AEBITDA for the 3 month and 6 month periods ended June 30, 2025 and 2024, respectively:
The Period Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
As reported on10-Q2’24
As reported on10-Q2’24
Net income (loss)
(2,710,901
)
(1,489,395
)
(4,447,786
)
(6,836,057
)
Adjustments:
Interest and related party interest expense
318,988
403,495
644,230
813,780
Depreciation and amortization
346,151
469,788
706,746
1,003,941
Asset impairment
–
–
–
3,922,110
–
–
–
Share based compensation employees directors and third parties
1,479,557
333,897
2,504,542
488,808
Change in estimated acquisition earn-out payables
–
–
–
47,761
Other (income) expense, net
–
(11
)
24,598
(22
)
Transactional costs
248,049
119,203
391,236
373,096
Non-standard costs
(63,534
)
45,724
(35,254
)
90,963
Recognition and change in fair value of warrant liabilities
Lakewood, NJ, July 28, 2025 — Reliance Global Group, Inc. (NASDAQ: RELI) (“Reliance” or the “Company”), announced today that it will host a conference call Wednesday, July 30, 2025, at 4:30 PM Eastern Time to discuss financial results for the second quarter 2025 and provide a business update.
A webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/ through July 30, 2026. A telephone replay of the call will be available approximately one hour following the call, through August 13, 2025, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 52790.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Strengthened financial position and scalable tech platform pave the way for accelerated growth and margin expansion
LAKEWOOD, NJ, July 10, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance,” “we,” “us,” “our” or the “Company”) today announced that it has repaid approximately $5.55 million, or approximately 50% of its long term debt, a strategic action that reduces its leverage, strengthens its balance sheet, and enhances financial flexibility. The repayments were funded through proceeds from the recently announced asset sale of Fortman Insurance Services, a wholly owned subsidiary, which generated $5.0 million in cash for the Company, with the remainder coming from the release of cash collateral held in our restricted cash accounts. As a result, annual principal, interest and service fee payments are expected to decline from approximately $2.95 million to $1.1 million – a reduction of over $1.8 million, or 61%.
“Reducing our debt by approximately 50% marks a transformative milestone for Reliance and is a direct result of the financial execution and operational improvements made across the business,” said Ezra Beyman, CEO of Reliance Global Group. “This achievement reflects the strength of our cash position and our commitment to long-term financial health. By lowering our annual debt service obligations by over $1.8 million, we are meaningfully enhancing our cash flow profile. These steps also create greater flexibility to support strategic initiatives, such as our planned acquisition of Spetner Associates (“Spetner”).”
Joel Markovits, Chief Financial Officer of Reliance Global Group, added, “Deleveraging our balance sheet has been a long-term goal for the Company, and also partially executes on our strategy to fund the Spetner deal by enhancing our leverage ratio, which often is a key factor to investors and lenders. Our disciplined approach to managing cash flows, expenditures and capital allocation, reflects our fiscal responsibility and strategic focus on long-term value creation that will support exponential operational growth, wider margins, and greater returns to our investors and shareholders.”
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 this press release include, without limitation, statements regarding:
Our expectations regarding the financial and operational benefits of our recent debt reduction, including enhanced cash flow, reduced debt service obligations, and improved financial flexibility;
Our belief that these improvements strengthen our ability to support strategic initiatives, including the planned acquisition of Spetner Associates, Inc.;
Our expectation that the Spetner acquisition will be completed on commercially reasonable terms and will meaningfully contribute to our cash flow and long-term value creation;
Our intention to continue leveraging our scalable InsurTech platform and streamlined capital structure to pursue margin expansion and operating leverage; and
Other statements relating to our future growth, financial performance, business strategy, and operational execution.
These forward-looking statements are based on a number of assumptions, including that the Spetner acquisition will proceed as expected; projected cash flow benefits and operating synergies will materialize; integration risks will be effectively managed; and no material adverse changes will occur in market, economic, or regulatory conditions. There can be no assurance that these assumptions will prove accurate.
Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including: delays or failure to complete the Spetner acquisition; challenges in realizing anticipated cost savings or cash flow improvements; unexpected integration issues; competitive pressures in the InsurTech and insurance agency markets; adverse economic or regulatory developments; and other factors described under “Risk Factors” in our Registration Statement on Form S-1 and our other filings with the Securities and Exchange Commission.
You are encouraged to carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as well as other SEC filings, for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Proceeds to further solidify balance sheet as Company advances long-term growth strategy
LAKEWOOD, NJ, July 08, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance,” “we,” “us,” “our” or the “Company”) today announced it has completed an asset sale of Fortman Insurance Services (“Fortman”), a wholly owned subsidiary, for $5 million in cash. The transaction marks the successful execution of a strategic initiative to monetize a non-core asset and further strengthen the Company’s financial position.
Following its acquisition by Reliance, Fortman continued to enhance its operational efficiency, financial stability, and market competitiveness. The finalized sale, at a value above the initial purchase price Reliance purchased Fortman for in 2019, reflects Reliance’s commitment to prudent capital deployment and its continued focus on maximizing shareholder returns.
The Company also reaffirmed its expectation that the acquisition of Spetner Associates, Inc. (“Spetner”) will be completed. Spetner has built significant momentum in recent years, with consistent growth and healthy cash flow contributions across its operations. The transaction is expected to complement Reliance’s existing business model and align with its OneFirm strategy, creating opportunities to expand operational scale and drive long-term value.
“Closing the Fortman transaction marks a key milestone in our strategic roadmap and reflects the disciplined approach we take to identifying, enhancing, and monetizing value within our portfolio,” commented Ezra Beyman, CEO of Reliance. “From the outset, Fortman was a compelling acquisition, and through targeted operational improvements, we positioned the business for long-term success. Selling the asset at a premium demonstrates the strength of our execution and adds meaningful capital to our balance sheet, increasing our flexibility to advance strategic priorities. This transaction reinforces our commitment to executing initiatives that strengthen our platform, support sustainable growth, and accelerate our transformation into a streamlined, tech-enabled insurance organization. I remain confident in our ability to deliver lasting value to our shareholders.”
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 this press release include, without limitation, statements regarding:
Our ability to successfully deploy the $5 million in proceeds from the Fortman sale to support our strategic and financial objectives;
Our expectation that the acquisition of Spetner Associates, Inc. will be completed on commercially reasonable terms, including obtaining any necessary regulatory or shareholder approvals;
The anticipated benefits of the Spetner acquisition to our business model, operational scale, and long-term value creation strategy;
Our continued execution of initiatives to streamline operations, enhance financial flexibility, and pursue accretive growth opportunities in the InsurTech and insurance agency sectors; and
Other statements of our plans, intentions, and expectations regarding future financial performance, operations, and strategic initiatives.
These forward-looking statements are based on numerous assumptions, including that the Spetner acquisition will proceed as expected; that projected revenue and EBITDA contributions from Spetner are achievable; that integration risks can be effectively managed; and that there will be no material adverse developments in market, economic, or regulatory conditions impacting our business. There can be no assurance that these assumptions will prove correct.
Actual results may differ materially from those expressed or implied by these forward-looking statements due to various risks and uncertainties, including but not limited to: delays or failure to complete the Spetner acquisition; unanticipated integration challenges or liabilities associated with the acquisition; our inability to achieve expected financial results or operational synergies; increased competition in the InsurTech and agency brokerage industries; adverse regulatory or market developments; and other risks described in the “Risk Factors” section of our Registration Statement on Form S-1 and our periodic reports filed with the Securities and Exchange Commission.
You should carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and our other SEC filings for a more complete discussion of these and other risks. Except as required by law, Reliance Global Group, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Spetner Reports 95% Revenue Growth and Tripled Net Income in Q1 2025, Highlighting Strong Profitability and Cash Flows Ahead of Planned Acquisition
LAKEWOOD, NJ, June 26, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance,” “we,” “us,” “our” or the “Company”) today highlighted the strong preliminary unaudited financial results of Spetner Associates, Inc. (“Spetner”) for the first quarter ended March 31, 2025. As previously announced, Reliance has entered into a definitive agreement to acquire Spetner, and the transaction continues to advance toward closing.
Revenue increased by more than 95% year-over-year to approximately $5.16 million, compared with $2.64 million in Q1 2024.
Operating income margin grew by 29% year-over-year to 74% from 46% in Q1 2024.
Net income grew by 220% to approximately $2.98 million, more than triple the approximately $0.9 million reported for Q1 2024.
Cash flows from operating activities increased by 112% to $2.6 million, more than double the $1.2 million generated in Q1 2024.
Ezra Beyman, CEO of Reliance Global Group, commented, “We’re thrilled with Spetner’s impressive first quarter results, illustrating full alignment with our strategy of acquiring and integrating high-performing cash-generating synergistic insurance distribution platforms. Combined with Reliance’s scalable operating model and technology-driven platform, the combined organization will be well positioned to generate consistent significant profits, returns and cash flows.”
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 this press release include, without limitation, statements regarding:
Our expectation that the acquisition of Spetner Associates, Inc. will close as planned or at all and continue to advance toward completion, including obtaining any necessary regulatory or shareholder approvals;
Our objective to acquire and integrate high-performing, cash-generating synergistic insurance distribution platforms that align with our scalable, technology-driven model to drive shareholder value;
Our intention to pursue disciplined, accretive growth opportunities across the InsurTech and insurance agency sectors; and
Other statements regarding our plans, strategies, expectations and intentions concerning future operations, financial performance, and service offerings of either us, Spetner or the potentially combined company thereof.
These forward-looking statements are based on a number of assumptions, including the assumptions that: the LOI will not be terminated prior to execution of definitive purchase agreements; due diligence and documentation negotiations will proceed without material adverse findings; the Fortman sale and the Spetner acquisition will both close as expected; our revenue and EBITDA projections for Spetner are attainable; integration risks will be managed successfully; and there will be no material adverse changes in market, economic or regulatory conditions affecting our businesses. There can be no assurance that any of these assumptions will prove correct.
There are numerous risks and uncertainties that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. These include, among others: the risk that the Fortman buyer may withdraw or renegotiate the terms of the LOI; delays or failure to complete either the Fortman sale or the Spetner acquisition; unanticipated liabilities or integration challenges in connection with Spetner; our inability to realize the projected revenue or EBITDA benefits; competition in the InsurTech and agency brokerage industry; changes in insurance regulation or Nasdaq listing requirements; general economic or financial market conditions; and the other risks and uncertainties described in the “Risk Factors” section of our Registration Statement on Form S-1 and our periodic reports filed with the Securities and Exchange Commission.
You should carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and the other reports we have filed or will file with the SEC for a more complete discussion of risks and uncertainties. tExcept as required by law, Reliance Global Group, Inc. disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
$2.5 million upfront with up to an additional $4.25 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants
LAKEWOOD, NJ, June 18, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance,” “we,” “us,” “our” or the “Company”), today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of 1,488,096 shares of its common stock (or pre-funded warrants in lieu thereof) and short-term warrants to purchase up to an aggregate of 2,976,192 shares of common stock at a purchase price of $1.68 per share (or per pre-funded warrant in lieu thereof) and accompanying short-term warrants in a private placement priced at-the-market under Nasdaq rules. The short-term warrants will be exercisable immediately upon issuance at an exercise price of $1.43 per share and will expire two years from the effective date of the Resale Registration Statement (as defined below). The offering is expected to close on or about June 20, 2025, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The aggregate gross proceeds to the Company from the private placement is expected to be approximately $2.5 million, before deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the short-term warrants, if fully-exercised on a cash basis, will be approximately $4.25 million. No assurance can be given that any of such short-term warrants will be exercised. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
The shares of common stock, pre-funded warrants and short-term warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the pre-funded warrants and short-term warrants, have not been registered under the Act or applicable state securities laws. Accordingly, the shares of common stock, the pre-funded warrants, the short-term warrants and the shares of common stock underlying the pre-funded warrants and short-term warrants may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and warrants (the “Resale Registration Statement”).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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. All statements, other than statements of historical fact, including, but not limited to, statements regarding:
the expected closing of the private placement and the satisfaction of customary closing conditions;
the Company’s intended use of proceeds from the offering;
the potential additional gross proceeds from the exercise of the short-term warrants;
the effectiveness of the Resale Registration Statement;
and the Company’s growth strategy and expectations regarding its operations, platforms, and market positioning,
are forward-looking statements and are subject to substantial risks and uncertainties.
These forward-looking statements are based on a number of assumptions, including, among others: that the offering will close on the anticipated timeline; that market and economic conditions will remain stable; that the Company will be able to deploy the net proceeds effectively; and that investors will exercise the short-term warrants in full or in part. There can be no assurance that these assumptions will prove correct.
There are numerous risks and uncertainties that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. These include, among others: the risk that the offering may not close as expected or at all; the risk that the Company may not receive the anticipated proceeds from the short-term warrants; risks associated with the Company’s ability to use the proceeds effectively; general business, economic, competitive, regulatory and market factors; the impact of adverse capital and credit market conditions; and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and in other reports filed or to be filed by the Company with the SEC.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
Transaction highlights strategic execution and unlocks capital for highly accretive Spetner Acquisition
LAKEWOOD, NJ, June 17, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance,” “we,” “us,” “our” or the “Company”) today announced it has signed a non-binding Letter of Intent (LOI) to sell Fortman Insurance Agency (“Fortman”), a wholly owned subsidiary for $5 million in cash. The contemplated sale price represents a meaningful premium over the original acquisition cost, underscoring the Company’s ability to acquire, improve, and opportunistically monetize assets to drive shareholder value.
Since acquiring Fortman, Reliance has implemented operational enhancements, upgraded internal systems, and established a strong leadership team. As a result, Fortman has evolved into a well-capitalized, efficiently run agency with a growing customer base and enhanced market presence.
Ezra Beyman, CEO of Reliance, commented, “The potential sale of Fortman demonstrates our disciplined capital allocation strategy and commitment to value creation. We acquired Fortman at a compelling valuation, strengthened its operations, and are now positioned to realize a meaningful return. This contemplated transaction reflects our ability to execute and supports our broader goal of building a highly profitable and focused organization. Not only does the sale price represent a premium to what we paid for Fortman, but it also adds substantial cash to our balance sheet-an especially notable achievement in light of our current market capitalization. We believe that this highlights the substantial underlying value embedded across our broader portfolio.”
Proceeds from the sale are expected to support Reliance’s planned acquisition of Spetner Associates (“Spetner”), a rapidly growing and synergistic insurance platform. As highlighted in previous announcements, Spetner has experienced robust growth in recent years and is expected to generate strong cash flow at both the subsidiary and parent company levels. The Company believes Spetner will integrate seamlessly into Reliance’s operations under the OneFirm strategy.
“By monetizing Fortman at a premium, we are building internal cash reserves that are intended to advance the Spetner acquisition,” added Beyman. “This strategy reflects our commitment to enhancing shareholder value while pursuing transformative and accretive growth opportunities. We believe replacing our Fortman subsidiary with Spetner aligns with our long-term vision for scale, synergy, and sustained cash flow generation.”
The LOI is non-binding and subject to customary due diligence and negotiation of definitive documentation. The Company will provide additional updates as the transaction progresses.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 this press release include, without limitation, statements regarding:
Our ability to complete the non-binding Letter of Intent to sell Fortman Insurance Agency for $5 million and to realize the contemplated premium over our original acquisition cost;
Our plans to deploy the proceeds from the Fortman sale for the proposed acquisition of Spetner Associates, Inc.;
Our expectation that the Spetner acquisition will close on commercially reasonable terms and receive any required regulatory and shareholder approvals;
Our objectives to continue acquiring, improving and opportunistically monetizing agency-level assets to drive shareholder value;
Our intentions to pursue disciplined, accretive growth opportunities in the InsurTech and insurance agency industries; and
Other statements of our plans, objectives, expectations and intentions with respect to future operations, financial results, products and services.
These forward-looking statements are based on a number of assumptions, including the assumptions that: the LOI will not be terminated prior to execution of definitive purchase agreements; due diligence and documentation negotiations will proceed without material adverse findings; the Fortman sale and the Spetner acquisition will both close as expected; our revenue and EBITDA projections for Spetner are attainable; integration risks will be managed successfully; and there will be no material adverse changes in market, economic or regulatory conditions affecting our businesses. There can be no assurance that any of these assumptions will prove correct.
There are numerous risks and uncertainties that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. These include, among others: the risk that the Fortman buyer may withdraw or renegotiate the terms of the LOI; delays or failure to complete either the Fortman sale or the Spetner acquisition; unanticipated liabilities or integration challenges in connection with Spetner; our inability to realize the projected revenue or EBITDA benefits; competition in the InsurTech and agency brokerage industry; changes in insurance regulation or Nasdaq listing requirements; general economic or financial market conditions; and the other risks and uncertainties described in the “Risk Factors” section of our Registration Statement on Form S-1 and our periodic reports filed with the Securities and Exchange Commission.
You should carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and the other reports we have filed or will file with the SEC for a more complete discussion of risks and uncertainties. Except as required by law, Reliance Global Group, Inc. disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
LAKEWOOD, N.J., June 16, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“we,” “us,” “our” or the “Company”), today announced that it has filed a request for withdrawal with the Securities and Exchange Commission (the “SEC”) of the Company’s Registration Statement on Form S-1 (No. 333-284218), originally filed January 10, 2025 (as amended, the “Registration Statement”), as the Company no longer intends to pursue a public offering under the Registration Statement at this time. The Registration Statement has not been declared effective by the SEC, and no securities have been sold in connection with the offering described in the Registration Statement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s common stock or any securities, and there shall not be any offer, solicitation or sale of securities mentioned in the press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such any state or jurisdiction.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking 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 this press release include, but are not limited to, statements regarding:
Our future financial condition and operating results;
Our plans, objectives, expectations and intentions with respect to future operations, products and services;
Our ability to execute the planned withdrawal of the Registration Statement on Form S-1;
The development and growth of our RELI Exchange and 5minuteinsure.com platforms;
The expansion and performance of our portfolio of retail “brick-and-mortar” insurance agencies;
Our ability to maintain compliance with Nasdaq’s continued listing requirements; and
Other statements identified by the words noted above;
These forward-looking statements are based on a number of assumptions, including the assumptions that: we will complete the withdrawal process without unexpected delay; our AI-driven underwriting and cloud-based systems will perform as anticipated; demand for our InsurTech solutions will continue to grow; we will remain in compliance with applicable insurance regulations and Nasdaq listing rules; and there will be no material adverse changes in our relationships with agency partners or service providers. There can be no assurance that these assumptions will prove correct. There are numerous risks and uncertainties that may cause actual results or performance to differ materially from those expressed in these forward-looking statements. These include, among others: delays or failure to complete the withdrawal; inability to execute our growth plans for RELI Exchange or 5minuteinsure.com; competitive and regulatory challenges faced by our retail agency operations; fluctuations in our stock price or failure to maintain Nasdaq compliance; and the other factors described in the “Risk Factors” section of our Registration Statement and in other reports we file with the Securities and Exchange Commission. The foregoing list of factors is not exhaustive. You should carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and the other reports we have filed or will file with the SEC for a more complete discussion of risks and uncertainties. Except as required by law, Reliance Global Group, Inc. disclaims any obligation to update or revise any forward-looking statements, which speak only as of the date of this press release.
Company to Host Conference Call Today at 4:30 PM Eastern Time
LAKEWOOD, N.J., May 14, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today provided a business update and reported financial results for the quarter ended March 31, 2025.
“We are pleased to begin 2025 with improving financial results that build on the momentum we achieved in 2024,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “Our growth in organic revenues highlights the attractive strides we’ve made in expanding our market share. At the same time, the substantial reduction in net loss and the increase in AEBITDA reflect the sustained benefits of our disciplined fiscal management, streamlined operations under the OneFirm model, and the absence of prior-year impairment charges. This strong momentum has reinforced our foundation and positioned us for scalable, long-term growth with improved profitability.”
“We are excited about the road ahead as we build on the progress made in 2024 and move closer to completing the Spetner acquisition-an important milestone that is expected to enhance our insurance capabilities and strengthen our financial and market position. We also continue to drive innovation across our platform, most notably with the launch of RELI Auto Leasing. This new offering allows our RELI Exchange agency partners to provide clients with convenient access to vehicle leasing nationwide while earning commissions-without requiring expertise in auto finance. By integrating leasing into the insurance process, we are enhancing our value proposition, deepening client relationships, and opening a compelling new revenue stream for our agents. At the same time, the continued adoption of our advanced InsurTech solutions is transforming the agent experience through AI-driven automation, improved underwriting precision, and streamlined service. These innovations, combined with our disciplined approach to growth and operational excellence, position us to capitalize on emerging opportunities in the evolving InsurTech landscape. We believe the foundation we have put in place sets the stage for a period of exceptional expansion in 2025 and beyond, and we remain committed to delivering superior service to our agents and clients while driving long-term value for our shareholders,” concluded Mr. Beyman.
2025 First Quarter Financial Highlights
Commission income revenue increased by $153,782, or 4%, to $4,236,220 in Q1 2025, compared to $4,082,438 in Q1 2024. This increase reflects continued organic growth across the Company’s insurance distribution channels.
Commission expense increased by $192,885, or 15%, to $1,469,427 in Q1 2025, compared to $1,276,542 in Q1 2024. The increase reflects higher payouts to agents in line with rising commission volumes and improved agency performance.
Salaries and wages increased by $398,175, or 22%, to $2,229,837 in Q1 2025, compared to $1,831,662 in Q1 2024. The increase is primarily due to $540,015 in non-cash equity awards, and indicates that overall, standard non-equity-based salaries and wages costs have been decreasing for the Company quarter over quarter.
General and administrative increased by $141,388, to $1,516,228 in Q1 2025, compared to $1,374,890 in Q1 2024. The increase is primarily due to $484,970 of non-cash equity pay to certain of the Company’s directors and service providers, and indicates that overall, standard non-equity-based general and administrative costs have been decreasing for the Company quarter over quarter, reflecting management’s disciplined cost controls and efficiencies gained under our OneFirm initiative.
Net loss decreased by $3,609,781, or 68%, to $1,736,882 in Q1 2025, compared to $5,346,663 in Q1 2024. This substantial improvement was driven by the elimination of impairment charges, and the Company’s continued focus on cost control and streamlining its operations. When further deducting the total non-cash equity payments of $1,024,985 discussed above, standard non-equity net loss further improves significantly as compared to the quarter in the prior year and is a testament to the Company’s focus and success in increasing its top-line revenues and managing its operating costs.
Adjusted EBITDA (“AEBITDA”), our key non-GAAP financial measure, increased by $219,061, or 297% to an AEBITDA gain of $145,407 in Q1 2025, compared to an AEBITDA loss of ($73,654) in Q1 2024. This marks another quarter of AEBITDA gain for the Company and demonstrates the continued trend toward increased profitability, brought about through disciplined fiscal management and exciting organic operational growth.
Conference Call
Reliance Global Group will host a conference call today at 4:30 PM Eastern Time to discuss the Company’s financial results for the quarter ended March 31, 2025, as well as the Company’s corporate progress and other developments.
A webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/ through May 13, 2026. A telephone replay of the call will be available approximately one hour following the call, through May 27, 2025, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 52473.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions and include statements such as the Company having built a best-in-class InsurTech platform, making RELI Exchange an even more compelling value proposition and further accelerating growth of the platform, rolling out several other services in the near future to RELI Exchange agency partners, building RELI Exchange into the largest agency partner network in the U.S., the Company moving in the right direction and the Company’s highly scalable business model driving significant shareholder value. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere and risks as and uncertainties related to: the Company’s ability to generate the revenue anticipated and the ability to build the RELI Exchange into the largest agency partner network in the U.S., and the other factors described in the Company’s most recent Annual Report on Form 10-K, as the same may be updated from time to time. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
INFORMATION REGARDING A NON-GAAP FINANCIAL 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 below.
We exclude the following items when calculating Adjusted EBITDA, 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 impairments: 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 and service providers, 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: Includes certain non-routine income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company.
Transactional costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness. Thes 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 discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
Loss from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued, are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
The following table provides a reconciliation from net loss to AEBITDA for the 3 month periods ended March 31, 2025 and 2024, respectively:
March 31, 2025
March 31, 2024
Net loss
$
(1,736,882
)
$
(5,346,663
)
Adjustments:
Interest and related party interest expense
325,242
410,286
Depreciation and amortization
360,595
534,152
Asset impairment
–
3,922,110
Equity-based compensation employees, directors, and service providers
1,024,985
154,912
Change in estimated acquisition earn-out payables
–
47,761
Other income, net
–
(11
)
Transactional costs
143,187
253,893
Non-standard costs
28,280
45,239
Recognition and change in fair value of warrant liabilities
