Reliance Global Group, Inc. has entered into a definitive agreement to sell its wholly owned subsidiary, Southwestern Montana Insurance Center, LLC (SMI), to Scali, LLC, dba Scali Insurance Group. The transaction, structured as a combination equity purchase and asset purchase, was executed on September 2, 2026, and is set to be effective as of September 1, 2026.
Under the terms of the Purchase and Contribution Agreement, Reliance will sell 100% of the issued and outstanding membership interests of SMI to Scali. Additionally, SMI will transfer an undivided 100% interest in its book of insurance business and other tangible and intangible assets to the buyer, free of all liens and encumbrances. Following the closing of the deal, SMI will continue to operate as a wholly owned subsidiary of Scali.
The aggregate consideration for the transaction is $2,625,000 in cash. This base amount is calculated as a multiple of 8.75 times the pro forma EBITDA of $300,000 and is payable in full at the closing. The agreement also includes a provision for additional contingent consideration. This amount is calculated by multiplying 8.75 by any excess EBITDA attributable to the acquired business over $300,000 for the twelve-month period beginning September 1, 2026, and ending August 31, 2027. If payable, this additional consideration is due within 90 days of the first anniversary of the closing.
The closing is contingent upon the Buyer paying the full cash purchase price no later than September 11, 2026. If the payment is not made by this deadline, the escrowed closing instruments will be returned, and the seller parties may terminate the agreement. The agreement includes standard representations, warranties, covenants, and confidentiality provisions, as well as a non-compete covenant restricting the Company and its affiliates from competing with the acquired business within the State of Montana and within a five-mile radius of SMI’s office.
