Reliance Global Group, Inc. — Form 8-K Summary
Reporting context: The 8-K reports events dated September 23, 2026 (filed September 29, 2026). It describes the completed sale by wholly owned subsidiary Altruis Benefit Consultants, Inc. of substantially all assets of its employee benefits insurance agency business. It does not report quarterly or annual operating results.
Transaction and financial details
- Purchase price: $8.0 million, subject to a post-closing working capital adjustment. Consideration included $4,440,782.60 in cash, a $3,097,488.40 secured promissory note, a $300,000 indemnity holdback and a $161,729 working capital holdback.
- Note: Payable by the buyer and its sole member; stated maturity is September 30, 2026. The filing identifies nonpayment when due as a risk.
- Holdbacks: The indemnity holdback is generally due for release 12 months after closing, subject to claims and possible insurance-premium deductions. The working capital holdback is subject to the final adjustment.
- Earnout: Altruis may receive up to $1.0 million over three consecutive 12-month measurement periods, based on acquired-business revenue growth thresholds of 10%, 15% or 20% or more against the 12 months ended June 30, 2026. Payments are subordinated to the buyer’s senior secured debt.
- Debt repayment: On September 24, 2026, Reli Exchange, LLC repaid Oak Street Funding LLC credit facilities in full for $2,176,164 using transaction cash proceeds. Oak Street waived the prepayment premium; the company reported no early termination penalty. Related liens and UCC filings were released.
- Other financial metrics: The 8-K does not provide clear values for revenue, profit, cash flow, margins, or post-transaction liquidity.
Changes, outlook and risks
- The sale closed September 23, 2026, simultaneously with signing the purchase agreement. Altruis retained specified liabilities, including certain producer compensation obligations.
- Under a transition services agreement, Altruis will employ and provide the services of six employees to the buyer through October 31, 2026; those employees are expected to transfer to the buyer afterward.
- The filing provides no quantified guidance or detailed use-of-proceeds plan. It identifies risks that transaction benefits may not be realized, the note may not be paid, earnout payments may not be earned or paid, and the working capital adjustment may affect proceeds.
- Altruis and its affiliates accepted five-year non-solicitation covenants covering specified clients, customers, producers and employees. The company says these covenants do not prevent it or its affiliates from continuing to operate, acquire or invest in insurance and benefits businesses.
Important facts to verify
- Whether the $3,097,488.40 note was paid at its September 30, 2026 maturity, and the status of its security and any remedies.
- The final working capital adjustment, release of the $161,729 holdback, and any indemnity claims or deductions from the $300,000 holdback.
- Whether any earnout thresholds are achieved and the resulting amounts and timing, considering subordination to the buyer’s senior secured debt.
- How the sale proceeds and Oak Street repayment affect the company’s cash, debt and ongoing liquidity; this 8-K does not quantify the resulting balances.