DEF: Reliance Global Group Seeks Key Shareholder Approvals

Reliance Global Group will hold its 2026 Annual Meeting to vote on director elections, auditor ratification, an expanded equity plan, and a significant equity line of credit.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on May 6, 2026, at 1:00 p.m. Eastern Time.
• Stockholders will vote on electing five director nominees, ratifying Urish Popeck & Co., LLC as the independent registered public accounting firm for fiscal year 2026, and approving an amendment to the 2025 Equity Incentive Plan.
• The proposed amendment to the 2025 Equity Incentive Plan seeks to increase the number of shares available for issuance by 14,000,000, raising the total authorized shares from 2,000,000 to 16,000,000.
• Stockholder approval is also sought for the issuance of common stock under Nasdaq Listing Rule 5635(d) related to an Equity Line of Credit (ELOC) with White Lion Capital, LLC.
• The ELOC, initially for up to $10,000,000, was amended on March 12, 2026, to increase the commitment amount to $50,000,000 and extend the commitment period to December 31, 2028.
• As of December 31, 2025, 1,098,004 shares of common stock were issued under the ELOC, generating net proceeds of $859,607.
• The company reported a net loss of $(6,988)k for 2025, an improvement from $(9,072)k in 2024 and $(12,010)k in 2023.
• Executive officers and directors received significantly increased compensation in 2025, primarily due to stock awards.
• All executive officers and directors had multiple delinquent Section 16(a) reports filed during fiscal year 2025, with delays ranging from 4 to 132 business days.
• The Board unanimously recommends voting FOR all proposals.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as mixed. While the company is taking steps to secure capital and incentivize talent, the significant potential for shareholder dilution from the expanded ELOC and the numerous late insider trading reports raise notable concerns regarding shareholder value and regulatory compliance.

Positives

• Net loss has shown a positive trend, decreasing from $(12,010)k in 2023 to $(6,988)k in 2025.
• Successfully completed two asset sales in 2025 (Fortman Business for $5,000,000 and EBS/USBA Business for $1,050,000), generating significant gains of $3,033,554 and $149,361 respectively, with proceeds used for debt reduction and working capital.
• Repaid the Deferred Purchase Price Liability and Asset Purchase Agreement Liability during fiscal year 2025, reducing related party debt.
• Secured and expanded an Equity Line of Credit (ELOC) with White Lion Capital, LLC to $50,000,000, providing substantial potential capital access for future growth.
• The proposed increase in the 2025 Equity Incentive Plan aims to attract, motivate, and retain key personnel, aligning their interests with stockholders.
• Adopted robust corporate governance policies, including an anti-hedging/anti-pledging policy, a Code of Ethics and Business Conduct, and a compensation recovery (clawback) policy.

Negatives

• Significant dilution risk for existing stockholders if the proposal to approve the issuance of shares under the ELOC is passed, potentially allowing the issuance of up to 11,407,273 shares, representing approximately 54% of outstanding shares as of March 12, 2026.
• Multiple instances of delinquent Section 16(a) reports by all executive officers and directors during fiscal year 2025, with delays ranging from 4 to 132 business days, indicating potential internal control weaknesses or oversight issues regarding regulatory compliance.
• The Nominating and Corporate Governance Committee held 0 meetings in 2025, with its responsibilities addressed by the full Board, which could suggest less focused oversight on governance matters.
• The company continues to operate at a net loss, reporting $(6,988)k in 2025, despite improvements.
• Reliance on related party financing, such as the Americana Credit Agreement with YES Americana Group, LLC (controlled by the CEO's spouse), may indicate liquidity constraints or a preference for internal financing sources.

Risks

• **Dilution Risk**: Approval of Proposal 4 could lead to significant dilution of existing stockholders' economic and voting interests due to the potential issuance of a large number of common shares under the expanded Equity Line of Credit (ELOC).
• **Regulatory Compliance Risk**: The numerous delinquent Section 16(a) reports by executive officers and directors indicate a risk of non-compliance with SEC regulations, which could lead to regulatory scrutiny or penalties.
• **Capital Raising Dependency**: The company's reliance on the ELOC for capital, and the need for stockholder approval to fully utilize it, highlights a dependency on external financing that could be constrained if approval is not obtained, limiting growth potential.
• **Equity Incentive Plan Dilution**: The proposed increase of 14,000,000 shares for the 2025 Equity Incentive Plan, while intended for retention, also represents potential future dilution for existing shareholders.
• **Operational Losses**: Despite a decreasing trend, the company continues to report net losses, indicating ongoing operational challenges to achieve profitability.

Future Outlook

The company's future outlook is tied to its ability to attract, motivate, and retain high-quality employees, consultants, and directors through equity-based awards. The expanded Equity Line of Credit is intended to provide significant capital for future growth, though its full utilization is contingent on stockholder approval. The company aims to continue reducing net losses and improving financial performance.

Management Comments

• The Board unanimously recommends that you vote FOR each of the proposals.
• We believe our future success continues to depend in part on our ability to attract, motivate and retain high quality employees, consultants and directors and that the ability to provide equity-based and incentive-based awards under the Plan is critical to achieving this success.
• We would be at a severe competitive disadvantage if we could not use stock-based awards to recruit and compensate our employees and directors.
• If the amendment to the Plan is not approved, we may be compelled to increase significantly the cash component of our employee and director compensation, which approach may not necessarily align employee and director compensation interests with the investment interests of our stockholders.

Industry Context

StockSavvy.ai notes that the insurance and insurtech sectors are highly competitive for talent, making equity-based compensation plans crucial for attracting and retaining key personnel. The company's strategy to expand its equity incentive plan and secure a substantial equity line of credit reflects a common approach in growth-oriented companies within these industries to fund operations, strategic initiatives, and talent acquisition. The asset sales indicate a potential restructuring or optimization of business segments, a trend observed in dynamic industries.

Comparison to Industry Standards

• The proposed increase in the equity incentive plan to 16,000,000 shares, representing a significant portion of outstanding shares, is on the higher end compared to typical annual grants in more mature, larger companies, but may be common for smaller, growth-focused companies in the insurtech space that rely heavily on equity to compensate and incentivize talent.
• The use of an Equity Line of Credit (ELOC) is a common financing tool for smaller public companies, particularly those with limited access to traditional debt or equity markets, to provide flexible capital. However, the potential for 54% dilution from the ELOC, if fully utilized, is substantial and significantly higher than typical capital raises for established companies, which usually aim to minimize dilution to existing shareholders.
• The consistent net losses, while decreasing, suggest the company is still in a growth or investment phase, which is not uncommon for insurtech companies focused on market penetration and technology development, but contrasts with profitable, established insurance carriers like Progressive or Travelers.
• The numerous late Section 16(a) filings by all executive officers and directors fall below industry best practices for regulatory compliance, where timely reporting is expected to maintain transparency and investor confidence. Larger, well-governed companies typically have robust internal controls to prevent such widespread and repeated reporting failures.

Corporate Governance

Legal Proceedings

• No director, executive officer, significant employee, or control person has been involved in any legal or regulatory proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
• Multiple executive officers and directors filed delinquent Section 16(a) reports during fiscal year 2025, indicating non-compliance with SEC reporting requirements.

Related Party Transactions

• **Software Purchase**: A $200,000 liability incurred in July 2019 to an employee for software, which was fully repaid during fiscal year 2024.
• **Americana Credit Agreement and Revolving Note**: On March 5, 2025 (amended June 24, 2025), the company entered into a revolving credit facility of up to $2,000,000 with YES Americana Group, LLC, an entity controlled by Ezra Beyman's spouse. The outstanding balance as of December 31, 2025, was $286,536, bearing 0.1% annual interest.
• **Deferred Purchase Price Liability**: A $1,375,000 liability to Barra & Associates, LLC, a related party entity beneficially owned by a senior vice president, which was fully repaid during fiscal year 2025.
• **Asset Purchase Agreement Liability**: A total earn-out balance of $846,214 owed to Jonathan Fortman and Zachary Fortman (employees and related parties) from a May 2019 purchase agreement, which was fully repaid during fiscal year 2025.
• **Interim Crypto Purchase Agreement**: On September 16, 2025, an agreement was made with Mr. Moshe Fishman (Director of Insurtech and Operations) to facilitate cryptocurrency purchases on behalf of the company using his personal accounts. This agreement terminated on October 30, 2025, with no compensation paid to Mr. Fishman, and digital assets were transferred to the company's institutional account.

Stakeholder Impact

• **Shareholders**: Potential for significant dilution of economic and voting interests if the ELOC proposal is approved and fully utilized (up to 54% of outstanding shares). The increase in the equity incentive plan also presents potential future dilution. However, the ELOC provides access to capital for growth, which could benefit shareholders long-term if effectively deployed.
• **Employees/Management**: The expanded 2025 Equity Incentive Plan aims to attract, motivate, and retain key personnel through equity awards, aligning their interests with company performance. Executive and director compensation saw significant increases in 2025, largely due to stock awards.
• **Creditors**: Proceeds from asset sales were used to pay down long-term debt, which could improve the company's credit profile. The revolving credit facility with a related party provides additional working capital.
• **Regulatory Authorities**: The numerous delinquent Section 16(a) reports by executive officers and directors indicate a lapse in regulatory compliance, which could attract scrutiny from the SEC.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders on May 6, 2026, to vote on the proposed matters.
• Elect five director nominees to serve one-year terms expiring at the 2027 Annual Meeting.
• Ratify the appointment of Urish Popeck & Co., LLC as the independent registered public accounting firm for fiscal year ending December 31, 2026.
• If approved, amend the 2025 Equity Incentive Plan to increase authorized shares by 14,000,000.
• If approved, proceed with the issuance of shares under the expanded Equity Line of Credit with White Lion Capital, LLC, potentially raising up to $50,000,000.
• File a Current Report on Form 8-K announcing the voting results within four business days after the Annual Meeting.

Key Dates

Recommendation

While the company is taking steps to secure capital and improve its financial position (decreasing net losses, asset sales), the significant potential for shareholder dilution from the expanded $50 million Equity Line of Credit and the widespread, repeated delinquent insider trading reports by all executive officers and directors introduce substantial risks and governance concerns. The capital raise is positive for liquidity, but the dilution impact needs careful consideration. An investor should hold to monitor the execution of the capital deployment, the impact of dilution on share price, and improvements in regulatory compliance before making further investment decisions.

Keywords

Reliance Global Group, DEF 14A, Proxy Statement, Equity Incentive Plan, Equity Line of Credit, ELOC, Nasdaq Listing Rule 5635(d), Stockholder Approval, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, Share Dilution, SEC Filings, Financial Services, Insurance, Insurtech, Capital Raise, Related Party Transactions