Reliance Global Group Adopts Stockholder Rights Plan (Poison Pill)

What Happened

• Reliance Global Group, Inc. (EZRA) announced on Sept. 3, 2026 that its Board adopted a Rights Agreement (a stockholder rights plan, often called a "poison pill") and declared a dividend of one preferred share purchase right (a “Right”) per outstanding common share, payable Sept. 18, 2026 to holders of record on that date. The Rights Agreement is between the Company and VStock Transfer, LLC (rights and transfer agent). The Rights Agreement and related Certificate of Designations for Series A Preferred were filed with state authorities and disclosed in the 8‑K.

Key Details

• Dividend/Record Date: one Right per common share, payable Sept. 18, 2026 (Record Date Sept. 18, 2026). Rights Agreement dated Sept. 3, 2026.
• Preferred/designation: the Company designated 100,000 shares as Series A Preferred Stock in connection with the plan.
• Exercise/price: each Right entitles the holder to purchase one one‑thousandth of a Series A Preferred at $14.00 per one‑thousandth (subject to adjustment). Rights expire on Sept. 3, 2027.
• Trigger and protections: Rights separate from common stock and become exercisable if any person or group acquires 15% or more of common shares (with specified exceptions). The Board may redeem Rights prior to such a trigger for $0.001 per Right. The Board designated Ezra Beyman (CEO/Chair), his immediate family and related entities as Exempt Persons.
• Other features: includes flip‑in and flip‑over anti‑takeover provisions, a “Qualifying Offer” procedure that can lead to a stockholder vote on redemption under certain conditions, and no dead‑hand provision.

Why It Matters

• This is an anti‑takeover measure intended to make an unsolicited acquisition more costly or more complicated for any party that acquires a significant stake (15% threshold) without Board approval. For investors, the plan can deter hostile bids and give the Board negotiating leverage in any potential transaction. The Rights are temporary (expire Sept. 3, 2027) and the Board retains authority to redeem, amend, or exempt parties, so the measure is under the Board’s control and not permanent. A press release about the adoption was filed as Exhibit 99.1.