Opening the filing
8-K
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. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 11, 2026, Reliance Global Group, Inc. (the “Company”) completed the previously announced sale to Scali, LLC, an Arizona limited liability company, dba Scali Insurance Group (the “Buyer”), of 100% of the issued and outstanding membership interests of Southwestern Montana Insurance Center, LLC (“SMI”) and of SMI’s book of insurance business and other tangible and intangible business assets, pursuant to the Purchase and Contribution Agreement, dated to be effective as of September 1, 2026, among the Company, SMI and the Buyer (the “Purchase Agreement” and such sale, the “Transaction”). The closing is deemed effective as of 12:01 a.m. Mountain Time on September 1, 2026 for accounting purposes. SMI, a full-service insurance agency located in the State of Montana, is no longer a subsidiary of the Company.
The consideration paid at the closing was $2,625,000 in cash, determined through arm’s-length negotiation on the basis of a multiple of 8.75 times pro forma EBITDA of $300,000 as defined in the Purchase Agreement, plus uncapped contingent consideration, if any, equal to 8.75 multiplied by the amount by which EBITDA attributable to the acquired business for the twelve-month period ending August 31, 2027 exceeds $300,000, payable within 90 days following the first anniversary of the closing and subordinated pursuant to a related Subordination Letter Agreement. There is no material relationship between the Buyer, on the one hand, and the Company, any of its affiliates, any director or officer of the Company or any associate of any such director or officer, on the other hand, other than in respect of the Purchase Agreement and the transactions contemplated thereby.
In connection with the closing, and as contemplated by the Sixth Amendment to Master Credit Agreement and Credit Documents described in the Company’s Current Report on Form 8-K filed on September 11, 2026, the Company applied $1,207,324.67 of the proceeds of the Transaction to the repayment of outstanding principal under its term loan with Oak Street Funding LLC (“Oak Street”), and Oak Street released SMI as a borrower under the credit documents and released its security interests and liens on SMI’s assets.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 9, 2026 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.