UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-40020

RELIANCE GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida		46-3390293
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 Blvd. of the Americas, Suite 105 Lakewood, NJ 08701

(Address of principal executive offices) (Zip Code)

732-380-4600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		EZRA		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

At July 30, 2026, the registrant had 1,002,998 shares of common stock, par value $0.086 per share, outstanding.

TABLE OF CONTENTS

PART I
Item 1. Condensed Consolidated Financial Statements (Unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	30
Item 4. Controls and Procedures.	31
PART II
Item 1. Legal Proceedings.	32
Item 1A. Risk Factors.	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	38
Item 3. Defaults Upon Senior Securities.	39
Item 4. Mine Safety Disclosures.	39
Item 5. Other Information.	39
Item 6. Exhibits	40

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2026			2025
	(Unaudited)
Assets
Current assets:
Cash	$	843,513		$	1,315,634
Restricted cash		963,860			1,415,725
Accounts receivable		745,198			746,275
Accounts receivable, related parties		30,453			3,530
Accounts receivable		30,453			3,530
Other receivables		15,032			23,526
Prepaid expense and other current assets		566,503			766,985
Total current assets		3,164,559			4,271,675

Property and equipment, net		69,132			77,196
Right-of-use assets		762,097			897,610
Equity Investments		1,213,771			-
Intangibles, net		2,856,563			3,387,980
Goodwill		4,786,555			4,786,555
Digital assets, fair value		-			108,913
Other non-current assets		18,492			18,492
Total assets	$	12,871,169		$	13,548,421

Liabilities and Equity
Current liabilities:
Accounts payable and other accrued liabilities	$	894,558		$	653,293
Short-term financing agreements		106,153			58,942
Current portion of loans payables, related parties		-			286,546
Other payables		59,957			83,263
Current portion of long-term debt		595,676			1,038,294
Operating lease liability, current portion		279,520			276,470
Total current liabilities		1,935,864			2,396,808

Long term debt, less current portion		3,768,347			4,062,972
Operating lease liability, less current portion		519,708			661,211
Total liabilities		6,223,919			7,120,991

Stockholders’ equity:
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		-			-
Common stock, $0.086 par value; 50,000,000 shares authorized and 820,948 and 266,103 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		70,602			22,885
Additional paid-in capital		65,103,404			61,465,850
Accumulated deficit		(58,523,843	)		(55,061,305	)
Total Reliance Global Group, Inc. stockholders’ equity		6,650,163			6,427,430
Noncontrolling interest		(2,913	)		-
Total stockholders’ equity		6,647,250			6,427,430
Total liabilities and stockholders’ equity	$	12,871,169		$	13,548,421

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
	Three Months Ended						Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
Revenue:
Commission income	$	2,110,815		$	3,086,677		$	5,937,607			7,322,897
Total revenue		2,110,815			3,086,677			5,937,607			7,322,897

Operating expenses:
Commission expense		826,991			988,774			2,408,808			2,458,202
Salaries and wages		1,567,040			2,563,519			3,180,151			4,793,357
General and administrative expenses		1,157,649			1,492,839			2,514,230			3,009,067
Marketing and advertising expenses		130,370			67,207			341,018			134,483
Depreciation and amortization		252,976			346,151			557,420			706,746
Total operating expenses		3,935,026			5,458,490			9,001,627			11,101,855

Loss from operations		(1,824,211	)		(2,371,813	)		(3,064,020	)		(3,778,958	)

Other income (expense):
Interest expense		(124,659	)		(297,642	)		(251,045	)		(598,124	)
Interest (expense) related parties		-			(21,346	)		-			(46,106	)
Interest expense		-			(21,346	)		-			(46,106	)
Other income (expense), net		(16,266	)		(20,100	)		(39,266	)		(24,598	)
Loss from equity method investment		(94,354	)		-			(120,384	)		-
Realized and unrealized gains on digital assets, net		65,206			-			9,263			-
Total other (expense) income		(170,073	)		(339,088	)		(401,432	)		(668,828	)

Net loss		(1,994,284	)		(2,710,901	)		(3,465,452	)		(4,447,786	)

Less: Net loss attributable to noncontrolling interests		(2,913	)		-			(2,913	)		-

Net loss attributable to Reliance Global Group, Inc.	$	(1,991,371	)	$	(2,710,901	)	$	(3,462,539	)	$	(4,447,786	)

Basic and diluted loss per share	$	(3.26	)	$	(33.90	)		(6.93	)	$	(61.20	)
Weighted average number of shares outstanding–basic and diluted		610,289			79,962			518,257			72,680

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

Common Stock

Amount

Additional
Paid-in
Capital

Accumulated
Deficit

Total
Reliance
Global Group,
Inc.
Stockholders’
Equity

Noncontrolling
Interest

Total
Equity