8-KAccepted Sep 29, 5:51 PM ET
Reliance Global Group Announces Sale of Altruis Benefits Unit for $8M
Accepted (ET)
5:51 PM
Sep 29, 2026
Filed
Sep 30, 2026
Documents
14
Size
825.3 KB
Summary
Reliance Global Group Announces Sale of Altruis Benefits Unit for $8M
What Happened
- Reliance Global Group, Inc. (through its subsidiary Altruis Benefit Consultants, Inc.) announced the sale of substantially all assets of its employee benefits insurance agency to Altruis Benefit Management, LLC. The transaction closed on September 23, 2026.
- The agreed purchase price is $8,000,000 (subject to a post-closing working capital adjustment). Consideration paid at closing: $4,440,782.60 in cash; a secured promissory note for $3,097,488.40 (made by the Buyer and its sole member, Trent D. Bryson); $300,000 held for indemnity; and $161,729 held as a working capital holdback. A Closing Funding Letter dated September 24, 2026 amended delivery of the Note.
- The sale included contingent earnouts of up to $1,000,000 over three 12‑month measurement periods tied to revenue growth (thresholds of 10%, 15% and 20%+ vs. the 12 months ended June 30, 2026). Altruis retained certain excluded liabilities (notably obligations under equity-based compensation for independent producers and commissions attributable to periods on or before closing).
- In connection with the transaction, Reli Exchange, LLC (a Reliance subsidiary) repaid in full its Oak Street Funding LLC credit facilities on September 24, 2026 using cash proceeds — aggregate repayment of $2,176,164 — and related liens and UCC filings were released. Oak Street waived the prepayment premium.
Key Details
- Transaction close date: September 23, 2026; Closing Funding Letter: September 24, 2026.
- Total purchase price: $8,000,000; cash to seller at close: $4,440,782.60.
- Secured promissory note: $3,097,488.40 (maturing September 30, 2026); indemnity holdback: $300,000 (released after 12 months less claims or sooner if buyer obtains R&W insurance); working capital holdback: $161,729.
- Debt repaid with proceeds: $2,176,164 to Oak Street; no prepayment penalty incurred.
Why It Matters
- The company monetized its employee benefits agency, generating immediate cash and a short-term secured note, and used proceeds to eliminate a $2.18M secured credit facility and related liens — improving balance sheet liquidity and reducing secured debt.
- Potential additional value remains via earnouts up to $1M tied to post-closing revenue performance, but those payments are subordinated to the buyer’s senior secured debt and depend on future carrier commission results.
- The sale includes transition support (Altruis will provide six employees’ services through October 31, 2026) and non-solicitation protections; Reliance is not restricted from continuing to operate, acquire or invest in insurance and benefits businesses going forward.