10-K/A: Reliance Global Amends 10-K to Add Clawback Policy
Sentiment:
Annual Report Amendment
Reliance Global Group, Inc. filed an amendment to its 2025 Annual Report on Form 10-K to include its Compensation Recovery Policy and updated certifications.
Summary
- Filed Amendment No. 1 on Form 10-K/A to the Annual Report for the fiscal year ended December 31, 2025.
- The amendment's primary purpose is to include the Compensation Recovery Policy, dated November 13, 2023, as Exhibit 97.1.
- Includes current-dated Exhibit 31 certifications from the Chief Executive Officer and Chief Financial Officer.
- No other changes, modifications, or updates were made to the financial or other information contained in the Original 2025 10-K.
- The aggregate market value of common stock held by non-affiliates was approximately $5.3 million as of June 30, 2025, based on a closing price of $1.87.
- As of March 10, 2026, there were 21,253,013 shares of common stock outstanding.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral, routine compliance filing. It corrects a prior omission without introducing new financial or operational information, thus having no direct positive or negative impact on sentiment.
Future Outlook
This amendment does not contain new forward-looking statements or guidance, as it is an exhibits-only filing that does not modify or update financial or other information from the original 2025 10-K.
Management Comments
- 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.
- 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.
- The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures... and internal control over financial reporting... for the registrant.
- 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... all significant deficiencies and material weaknesses... and any fraud, whether or not material.
Industry Context
StockSavvy.ai notes that this filing is a routine regulatory amendment to ensure full compliance with SEC disclosure requirements. It does not provide new operational or strategic insights relevant to broader industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Inclusion | Inclusion of the Compensation Recovery Policy (Clawback Policy), dated November 13, 2023, as Exhibit 97.1. | 2023-11-13 | Enhances corporate governance by formalizing the company's policy for recovering executive compensation under certain circumstances, aligning with regulatory best practices. |
Stakeholder Impact
- Shareholders: Provides greater transparency regarding corporate governance policies through the formal inclusion of the Clawback Policy.
- Regulatory Authorities: Ensures compliance with SEC reporting requirements by correcting an exhibit omission.
Key Dates
| Date | Description |
|---|---|
| 2018-10-19 | Articles of Incorporation of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) as amended through. |
| 2019-04-03 | Master Credit Agreement between Southwestern Montana Insurance Center, LLC and Oak Street Funding LLC. |
| 2020-02-19 | Securities Purchase Agreement between Reliance Global Group, Inc. and Nsure, Inc. |
| 2020-06-03 | Irrevocable Assignment & Acquisition Agreement between Reliance Global Holdings, LLC and Ezra Beyman effective. |
| 2020-08-17 | Lease between Coverage Consultants Unlimited, Inc. and Commercial Coverage Solutions, LLC. |
| 2020-10-08 | Amendment No. 1 to Securities Purchase Agreement between Nsure Inc. and Reliance Global Group, Inc.; Bylaws of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) incorporated by reference to S-1 filing. |
| 2021-01-28 | Reliance Global Group Inc. 2019 Equity Incentive Plan and Form of Warrant Agent Agreement incorporated by reference to S-1/A filing. |
| 2021-02-03 | Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. |
| 2021-05-12 | Purchase Agreement among Kush Benefit Solutions, LLC, J.P. Kush and Associates, Inc. and Joshua Kushnereit. |
| 2021-12-21 | Asset Purchase Agreement between Reliance Global Group, Inc. and Medigap Healthcare Insurance Company, LLC. |
| 2021-12-22 | Form of Securities Purchase Agreement among Reliance Global Group, Inc. and investors. |
| 2021-12-23 | Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc.; Form of Registration Rights Agreement 2021, Form of Series B Warrant, and Form of Certificate of Designation for Series B Convertible Preferred Stock incorporated by reference to 8-K filing. |
| 2022-03-23 | Form of Investor Exchange Agreement and Form of Medigap Exchange Agreement. |
| 2022-03-24 | Form of Series C Warrant and Form of Series D Warrant incorporated by reference to 8-K filing. |
| 2022-03-31 | Medigap Healthcare Insurance Agency LLC Formation and Assignment Documents incorporated by reference to 10-K filing. |
| 2022-04-26 | Asset Purchase Agreement between RELI Exchange, LLC and Barra & Associates, LLC; Security Agreement between Medigap Healthcare Insurance Agency, LLC and Oak Street Funding LLC; Employment Agreement between Reliance Global Group, Inc. and Grant Barra. |
| 2022-09-13 | Promissory Note issued by Reliance Global Group, Inc. to YES Americana Group LLC. |
| 2022-12-28 | Promotion Letter by and between Reliance Global Group, Inc. and Joel Markovits. |
| 2023-02-07 | Amendment No. 1 to the Promissory Note between Reliance Global Group, Inc. and YES Americana Group, LLC. |
| 2023-02-16 | Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. |
| 2023-03-13 | Securities Purchase Agreement between Reliance Global Group, Inc. and Investor. |
| 2023-03-14 | Form of Warrant, Form of Pre-Funded Warrant, Form of Placement Agent Warrant, and Form of Registration Rights Agreement incorporated by reference to 8-K filing. |
| 2023-05-18 | Second Amendment to the Purchase Agreement by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman. |
| 2023-06-30 | Confidential Settlement and Mutual General Release Agreement. |
| 2023-09-29 | Amendment #1 to the Purchase Agreement by and between Reliance Global Group, Inc., Southwestern Montana Insurance Center, LLC, Southwestern Montana Financial Center, Inc., and Julie A. Blockey. |
| 2023-10-04 | Reliance Global Group Inc. 2023 Equity Incentive Plan incorporated by reference to Definitive Proxy Statement filing. |
| 2023-10-27 | Form of Senior Indenture and Form of Subordinated Indenture incorporated by reference to S-3 filing. |
| 2023-11-13 | Compensation Recovery Policy of Reliance Global Group, Inc. (Clawback Policy) dated. |
| 2023-11-27 | Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. |
| 2023-12-12 | Inducement Offer to Extend Existing Warrants, Inducement Offer to Exercise Series F Warrants, and Exchange Offer of Warrants. |
| 2024-01-11 | Third Amendment to the Purchase Agreement by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman. |
| 2024-01-25 | Executive Employment Agreement between the Company and Ezra Beyman. |
| 2024-02-15 | At Market Issuance Sales Agreement by and between the registrant and EF Hutton LLC. |
| 2024-06-26 | Certificate of Amendment to the registrants Amended and Restated Articles of Incorporation, as amended. |
| 2025-01-21 | Reliance Global Group, Inc. 2024 Omnibus Incentive Plan incorporated by reference to S-8 filing. |
| 2025-01-23 | Form of Common Warrant, Form of Pre-Funded Warrant, Form of Placement Agent Warrant, Form of Securities Purchase Agreement, and Form of Lock-Up Agreement incorporated by reference to S-1 filing. |
| 2025-02-06 | Amendment No. 1 to Bylaws incorporated by reference to 8-K filing. |
| 2025-02-07 | Articles of Amendment to Articles of Incorporation, as Amended, effective. |
| 2025-03-05 | Revolving Credit Facility Agreement and Revolving Note issued by the registrant in favor of YES Americana Group, LLC. |
| 2025-04-15 | Reliance Global Group, Inc. 2025 Equity Inventive Plan incorporated by reference to Definitive Proxy Statement filing. |
| 2025-06-23 | Form of Securities Purchase Agreement, Form of Registration Rights Agreement, Form of Pre-Funded Warrant, Form of Warrant, and Form of Placement Agent Warrant incorporated by reference to 8-K filing. |
| 2025-06-24 | Amendment No. 1 to the Revolving Credit Facility Agreement and Amendment No. 1 to the Revolving Note issued by Reliance Global Group, Inc. in favor of Yes Americana Group, LLC. |
| 2025-06-30 | Last business day of the registrant's most recently completed second fiscal quarter, used for market value calculation. |
| 2025-07-07 | Asset Purchase Agreement between the Company, Fortman Insurance Services, LLC and Fortman Insurance Agency, LLC. |
| 2025-08-13 | At The Market Offering Agreement between the Company and H.C. Wainwright & Co., LLC. |
| 2025-08-26 | Common Stock Purchase Agreement and Registration Rights Agreement between the Company and White Lion Capital, LLC. |
| 2025-09-16 | Interim Crypto Purchase Agreement between the Company and Moshe Fishman. |
| 2025-11-05 | Amendment No. 1 to the Common Stock Purchase Agreement between the Company and White Lion Capital LLC, effective. |
| 2025-11-18 | Advisory Agreement between the Company and Convergence Strategy Partners, LLC. |
| 2025-12-23 | Asset Purchase Agreement between the Company, Employee Benefits Solutions, LLC, and US Benefits Alliance, LLC. |
| 2025-12-31 | Fiscal year ended. |
| 2026-01-15 | Promissory Note entered into between the Company and Enquantum Ltd. |
| 2026-02-05 | Share Purchase Agreement entered into between the Company and Enquantum Ltd. |
| 2026-02-19 | Amendment No. 1 to the Share Purchase Agreement entered into between the Company and Enquantum Ltd. |
| 2026-03-10 | Original 2025 10-K filed with the SEC; 21,253,013 shares of common stock outstanding. |
| 2026-03-26 | Amendment No. 1 on Form 10-K/A signed by Chief Executive Officer and Chief Financial Officer. |
Recommendation
holdThis filing is a technical amendment to correct an omission in a previous annual report and update certifications. It does not contain new financial or operational information that would warrant a change in investment recommendation. The inclusion of a clawback policy is a standard corporate governance practice and does not inherently alter the company's fundamental value or outlook. Therefore, a 'hold' recommendation is appropriate as there's no new information to drive a 'buy' or 'sell' decision based solely on this amendment.
Keywords
Reliance Global Group, EZRA, 10-K/A, SEC Filing, Annual Report Amendment, Clawback Policy, Corporate Governance, Financial Reporting, Compliance, Exhibit Filing
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