On September 23, 2026, Altruis Benefit Consultants, Inc., a Michigan corporation ("Altruis") and a wholly owned subsidiary of Reliance Global Group, Inc. (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Altruis Benefit Management, LLC, a Delaware limited liability company (the "Buyer"), pursuant to which Altruis sold to the Buyer substantially all of the assets of its employee benefits insurance agency business, free and clear of all liens and encumbrances, and the Buyer assumed certain specified liabilities (the "Transaction"). The Company joined in the Purchase Agreement solely for purposes of its confidentiality and non-solicitation covenants. The signing of the Purchase Agreement and the closing of the Transaction (the "Closing") occurred simultaneously on September 23, 2026.

 

The purchase price under the Purchase Agreement is $8,000,000, subject to a customary post-closing working capital adjustment, of which $4,440,782.60 was paid to Altruis in cash, $3,097,488.40 was paid by delivery of a secured promissory note of the Buyer and its sole member, Trent D. Bryson, maturing September 30, 2026 (the "Note"), $300,000 was withheld by the Buyer as an indemnity holdback and $161,729 was withheld as a working capital holdback. The Note was delivered pursuant to a Closing Funding Letter Agreement, dated as of September 24, 2026, among Altruis, the Company and the Buyer (the "Letter Agreement"), which amended the Purchase Agreement. The indemnity holdback is to be released twelve months after the Closing, less any properly asserted claims, or earlier if the Buyer binds a representations and warranties insurance policy, in which case Altruis will bear one half of the premium, up to $37,500, from the holdback. The working capital holdback secures a customary post-closing working capital adjustment against an agreed target and is to be released, less any shortfall, when that adjustment is finally determined. In addition, Altruis is entitled to contingent earnout payments of up to $1,000,000 in the aggregate over three consecutive twelve-month measurement periods following the Closing, based on annual revenue growth of the acquired business of 10%, 15% or 20% or more relative to the twelve-month period ended June 30, 2026, determined from aggregate carrier commission statements. The earnout payments are subordinated to the Buyer’s senior secured indebtedness.