Fortman Sale Nets a $3 Million Gain and Provides Capital to Significantly Reduce Long-Term Debt
Company Progresses Digital Asset Treasury Initiative to Support Capital Appreciation Model
Company on Track to Issue First Dividend in Its History — $0.03 Per Share Special Dividend Payable December 2, 2025
Company to Host Conference Call Today at 4:30 PM Eastern Time
LAKEWOOD, N.J., Nov. 06, 2025 (GLOBE NEWSWIRE) -- Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today reported its financial results for the third quarter ended September 30, 2025, and provided a strategic and operational update.
“The third quarter marked another important step in Reliance’s transformation and execution of our long-term growth strategy,” commented Ezra Beyman, Chairman and CEO of Reliance Global Group. “We completed the $5 million sale of Fortman Insurance Services (FIS), a wholly owned subsidiary, monetizing an asset at an approximate $3 million gain. This transaction added capital to our balance sheet which we immediately deployed to decrease our long-term debt by approximately 50%, improving our financial flexibility, and allowing us to focus resources on scaling higher-margin business segments through our RELI Exchange platform. As a result of this and other prudent financial management steps taken, we have meaningfully strengthened our financial position— our unrestricted cash increased approximately 590%, or $2.2 million, to $2.6 million, compared to the prior fiscal year-end, while working capital and equity grew by $1.2 million, or 284% to $1.6 million, and equity grew by $3.7 million or 125% to $6.8 million. Together, these achievements highlight our continued progress toward building a stronger, more resilient balance sheet that supports sustainable growth.”
“As expected, the sale of Fortman Insurance Services (FIS) reduced short-term commission income, reflecting the divestiture of the asset; however, the transaction also eliminated related salary expenses and contributed to a leaner, more efficient operating model. In addition, we continued to advance our RELI Exchange platform with the addition of our Client Service Center, which enhances scalability by allowing agency partners to focus on growth while Reliance’s centralized service team manages client requests and policy administration. This initiative is improving client satisfaction, partner productivity, and operational efficiency.”
“Our OneFirm initiative continues to drive cost alignment and strengthen operational efficiency across the organization. These efforts, combined with our technology investments and focus on property, casualty, and health insurance growth, position Reliance for sustainable, technology-driven profitability. We are building a more focused business with stronger financial flexibility and a clear path toward long-term shareholder value. Notably, total operating expenses for the quarter included approximately $2.7 million in non-cash stock-based compensation. These equity awards reflect Reliance’s continued commitment to aligning management and employee incentives with long-term shareholder value creation. While this resulted in higher reported salaries and administrative expenses, it represents a strategic, non-cash investment in talent retention and performance alignment rather than ongoing cash outflows.”
“Beyond operational execution, we continue to look toward the future with our Digital Asset Treasury Initiative (DAT) — a disciplined, forward-thinking program that integrates blockchain technology into our long-term capital appreciation model,” stated Moshe Fishman, member of the Reliance Global Group Crypto Advisory Board and Director of InsurTech at Reliance. “Supported by our Crypto Advisory Board, the DAT positions Reliance at the forefront of the convergence between InsurTech and decentralized finance. To date, the Company has strategically acquired positions across several leading digital assets — including Bitcoin, Ethereum, Cardano, XRP, and Solana — reflecting a diversified approach designed to balance long-term potential with prudent risk management. This carefully structured allocation underscores our commitment to innovation and financial discipline. We see this as an important step toward diversifying our treasury, enhancing technological expertise, and preparing the business for new opportunities that blockchain innovation can bring to insurance and financial services.”
2025 Third Quarter Financial Highlights
(approximate figures)
- Liquidity was strengthened through prudent financial management, as unrestricted cash increased approximately 590%, or $2.2 million, to $2.6 million, compared with the prior fiscal year-end.
- Working capital improved by approximately $1.2 million, or 284%, to $1.6 million, and Equity improved by approximately $3.7 million, or 125%, to $6.8 million, compared to the 2024 fiscal year-end, reflecting the Company’s continued focus on strengthening its balance sheet and maintaining financial flexibility to support growth initiatives.
- Commission income totaled $2.5 million in Q3 2025, compared to $3.4 million in Q3 2024. The change was primarily driven by the loss of revenue following the sale of Fortman Insurance Services (FIS) and lower medical commission revenues.
- Commission expense was $1.0 million in Q3 2025, compared to $0.9 million in Q3 2024. The slight increase was primarily influenced by market-driven conditions in commission rates across the insurance sector.
- Salaries and wages were $3.9 million in Q3 2025, compared to $1.7 million in Q3 2024. The increase was primarily due to non-cash share-based compensation, partially offset by the elimination of salaries related to Fortman Insurance Services following its sale.
- General and administrative expenses were $1.1 million in Q3 2025, compared to $0.8 million in Q3 2024. The increase was substantially driven by director non-cash equity awards, partially offset by OneFirm efficiencies and overall leaner operations.
- Net loss for the quarter was $1.2 million, compared to $0.8 million in Q3 2024 with the increase primarily being driven by the FIS sale, non-cash equity compensation but offset the gain recognized on the sale of FIS.
- Adjusted EBITDA (“AEBITDA”) (Non-GAAP measure) loss for the quarter was $0.7 million, compared to a gain of $0.04 million in Q3 2024. The decrease was primarily due to the revenue decline and related fluctuations in commission expense, as discussed above (see reconciliation to AEBITDA below).
In keeping with its ongoing commitment to disciplined financial stewardship, the Board of Directors approved a special cash dividend of $0.03 per share, payable on or about December 2, 2025, to shareholders of record as of October 30, 2025. This decision reinforces Reliance’s balanced approach to growth and capital allocation, returning value to investors while maintaining the flexibility to advance its strategic initiatives.
“The declaration of this special dividend reflects our conviction in the strength of Reliance’s operations and the resilience of our strategy. We are executing with discipline — investing in technology and innovation while maintaining the financial flexibility to reward our shareholders. Our objective is to continue building value in a way that aligns long-term strategic growth with meaningful, near-term returns,” added Mr. Beyman.
“Looking ahead, we are confident in our strategic direction and the long-term opportunities that lie before us. Our foundation is stronger, our operations are more efficient, and our innovation pipeline continues to expand. We are building Reliance for the future — one defined by disciplined execution, sustainable growth, and enduring value creation for our shareholders,” concluded Mr. Beyman.
Conference Call
Reliance Global Group will host a conference call today at 4:30 PM Eastern Time to discuss the Company’s financial results for the quarter ended September 30, 2025, as well as the Company’s corporate progress and other developments.
The conference call will be available via telephone by dialing toll-free +1 800-715-9871 for U.S. callers or +1 646-307-1963 for international callers and entering access code Reliance Global Group Inc. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2381/53204 or on the investor relations section of the Company’s website, https://relianceglobalgroup.com/events-and-presentations/.
A webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/ through November 6, 2026. A telephone replay of the call will be available approximately one hour following the call, through November 20, 2025, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 53204.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding: the expected financial and operational benefits of our recent actions to streamline and deleverage the business; our OneFirm strategy and its impact on efficiency, scalability and margins; our plans to realign around high-growth, tech-enabled assets, including continued expansion of the RELI Exchange platform and the new Client Service Center; the anticipated gain recognized from the sale of Fortman Insurance Services and related uses of proceeds; our Digital Asset Treasury initiative, including our exposure to, and strategy for, cryptocurrencies; our non-GAAP measures and financial outlook; our capital allocation plans, including the declaration and payment of dividends; and our potential use of our at-the-market (“ATM”) facility.
These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties, including, among others, that our OneFirm initiatives and technology investments will drive the anticipated efficiencies; that RELI Exchange and the Client Service Center will achieve expected adoption and scalability; that our anticipated gain on the Fortman sale and related balance-sheet improvements will be realized as expected; that market, economic, and regulatory conditions will remain favorable; and that our capital allocation plans (including the announced special dividend) will proceed as planned. There can be no assurance that these assumptions will prove accurate.
Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including, without limitation: our ability to execute operating initiatives and achieve expected cost savings and cash-flow improvements; successful scaling of RELI Exchange and the Client Service Center; the performance and volatility of digital assets and the execution of our Digital Asset Treasury initiative; competitive pressures within InsurTech and insurance brokerage; our ability to maintain adequate liquidity and access to capital (including any issuance under our ATM facility); regulatory developments; and other risks described under “Risk Factors” in our Annual Report on Form 10-K, our Quarterly Report on Form 10-Q, and in other filings with the Securities and Exchange Commission.
You are encouraged to carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as well as other SEC filings, for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com
INFORMATION REGARDING A NON-GAAP FINANCIAL MEASURE
The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information. Namely our key financial performance metric Adjusted EBITDA (“AEBITDA”) is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below, to result in Adjusted EBITDA (“AEBITDA”). The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Consistent with Regulation G, a description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained below.
We exclude the following items when calculating AEBITDA, and the following items define our non-GAAP financial measure AEBITDA:
- Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
- Depreciation and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
- Goodwill and/or asset impairments: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
- Equity-based compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance.
- Change in estimated acquisition earn-out payables: An earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
- Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
- Other income (expense), net: Includes certain non-routine income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company.
- Gain on sale of business: Includes certain gains on sale of business and is thus excluded as unrelated to core operations of the company.
- Unrealized gains (losses) on digital assets, net: This account includes unrealized gains and losses from digital assets and is thus excluded as unrelated to core operations of the company.
- Transactional costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness. These costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
- Non-standard costs: This account includes non-recurring non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in previously discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
The following table provides a reconciliation from net income (loss) to AEBITDA for the period three and nine months ended September 30, 2025 and September 30, 2024
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | (1,156,583 | ) | (837,314 | ) | (5,604,367 | ) | (7,673,373 | ) | ||||||||
| Adjustments: | ||||||||||||||||
| Interest and related party interest expense | 251,426 | 391,122 | 895,657 | 1,204,902 | ||||||||||||
| Depreciation and amortization | 313,694 | 421,759 | 1,020,440 | 1,425,700 | ||||||||||||
| Asset impairment | - | - | - | 3,922,110 | ||||||||||||
| Share based compensation employees directors and third parties | 2,808,446 | 62,790 | 5,312,988 | 551,598 | ||||||||||||
| Change in estimated acquisition earn-out payables | - | - | 47,761 | |||||||||||||
| Other (income) expense, net | 16,470 | (65,785 | ) | 41,068 | (65,807 | ) | ||||||||||
| Transactional costs | 61,450 | 21,813 | 452,686 | 394,909 | ||||||||||||
| Non-standard costs | 23,072 | 48,124 | (12,182 | ) | 139,087 | |||||||||||
| Recognition and change in fair value of warrant liabilities | - | - | - | (156,000 | ) | |||||||||||
| Gain on sale of business | (3,033,554 | ) | (3,033,554 | ) | ||||||||||||
| Unrealized gains (losses) on digital assets, net | 8,558 | 8,558 | ||||||||||||||
| Total adjustments | 449,562 | 879,822 | 4,685,661 | 7,464,259 | ||||||||||||
| AEBITDA | (707,021 | ) | 42,508 | (918,706 | ) | (209,114 | ) | |||||||||
