Reliance Global Group, Inc. (RELI/EZRA) - 10-K Summary
Business Context and Reporting Period
Reporting Period: Fiscal year ended December 31, 2025.
Company Overview: Reliance Global Group, Inc. operates as a holding company acquiring and managing insurance agencies and InsurTech platforms (RELI Exchange, 5MinuteInsure.com). Effective January 26, 2026, the ticker symbol changed from "RELI" to "EZRA."
Strategic Shifts: In 2025, the Company executed a portfolio realignment, selling three insurance brokerage assets (Fortman, EBS, USBA) to reduce debt. In January 2026, it launched "EZRA International Group" and the "Scale51" model to pursue majority ownership in technology-driven businesses, initiating an investment in Enquantum Ltd. (cybersecurity). The Company also adopted a digital asset treasury strategy in September 2025.
Key Financial Metrics (Year Ended Dec 31, 2025)
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $12,430,959 | $14,054,361 |
| Net Loss | $(6,987,756) | $(9,071,584) |
| Adjusted EBITDA (AEBITDA) | $(1,596,628) | $(321,224) |
| Cash & Restricted Cash | $2,731,359 | $1,797,694 |
| Working Capital | $1,875,000 | $416,000 |
| Total Debt (Long-term + Current) | $5,101,266 | $11,060,319 |
| Digital Assets (Fair Value) | $108,913 | $0 |
Material Changes vs. Prior Period
- Revenue Decline: Commission income decreased 12% to $12.4M, primarily due to the divestiture of Fortman Insurance Services, EBS, and USBA.
- Net Loss Improvement: Net loss narrowed by 23% to $7.0M, driven by a $3.2M gain on the sale of businesses and reduced interest expense following debt paydowns.
- Debt Reduction: Long-term debt decreased by approximately $6.0M (54%) after repaying ~$5.0M of Oak Street debt using asset sale proceeds.
- Expense Increases: Salaries and wages rose 43% to $10.3M, largely due to non-cash share-based compensation ($5.7M in 2025 vs. $0.9M in 2024).
- Asset Impairment: No asset impairment charges were recorded in 2025, compared to a $3.9M charge in 2024.
Guidance, Outlook, Risks, and Unusual Items
- Outlook: Management intends to use insurance operations as a cash flow base to fund the "Scale51" technology acquisition strategy. A public offering in January 2026 raised ~$2.0M for working capital and strategic investments.
- Nasdaq Compliance: The Company received notice in December 2025 of non-compliance with the $1.00 minimum bid price requirement. It has 180 days to regain compliance.
- Digital Assets: The Company holds digital assets (ZEC) valued at $108,913. These are subject to extreme price volatility and are accounted for at fair value with changes recognized in earnings.
- Unusual Items:
- Gain on Sale: $3.2M gain recognized from the sale of insurance brokerage assets.
- Spetner Termination: Expensed ~$569k in non-refundable equity prepayments related to the terminated acquisition of Spetner Associates.
- Dividend: Paid a one-time special cash dividend of $0.03 per share in December 2025.
- Risks: Significant risks include the need for additional capital, volatility in digital asset valuations, geopolitical risks related to Israeli investments (Enquantum, Scentech), and the ability to maintain Nasdaq listing standards.
Investor Verification Checklist
- Nasdaq Compliance: Verify if the stock price has sustained the $1.00 minimum bid price for 10 consecutive days to avoid delisting proceedings.
- Debt Covenants: Confirm continued compliance with Oak Street debt covenants, specifically the debt service coverage and debt-to-EBITDA ratios.
- Digital Asset Valuation: Review the specific identification method and fair value inputs (Coinbase exchange prices) used for the $108k digital asset holding.
- Scale51 Execution: Monitor the milestone-based funding schedule for the Enquantum investment and the status of the Scentech term sheet.
- Equity Dilution: Assess the impact of the January 2026 public offering (7.4M shares + warrants) and the $10M Equity Line of Credit on existing shareholder ownership.