Reliance Global Group Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐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) Florida46-3390293(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 300 Blvd. of the Americas, Suite 105Lakewood, NJ08701(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(732) 380-4600 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Accelerated filer☐ Non-accelerated filer☒Emerging growth company☐ Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock, $0.086 par value per share, held by non-affiliates of the registrant, based on theclosing sale price of registrant’s common stock ($1.87) as quoted on the NASDAQ on June 30, 2025 (the last business day of theregistrant’s most recently completed second fiscal quarter), was approximately $5.3 million. At March 10, 2026, the registrant had 21,253,013 shares of common stock, par value $0.086 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders are incorporated by reference intoPart III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within120 days of the registrant’s fiscal year ended December 31, 2025. TABLE OF CONTENTS PART IItem 1. Business1Item 1A. Risk Factors11Item 1B. Unresolved Staff Comments23Item 1C. Cybersecurity23Item 2. Properties24Item 3. Legal Proceedings24Item 4. Mine Safety Disclosures24PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25Item 6. [RESERVED]27Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 7A. Quantitative and Qualitative Disclosures About Market Risk33Item 8. Financial Statements and Supplementary Data34Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures34Item 9A. Controls and Procedures34Item 9B. Other information34Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections34PART IIIItem 10. Directors, Executive Officers and Corporate Governance35Item 11. Executive Compensation35Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholde