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 of an equity purchase and an asset purchase, was executed on September 2, 2026, and is effective as of September 1, 2026.

Under the terms of the Purchase and Contribution Agreement, Reliance will transfer 100% of the issued and outstanding membership interests of SMI and an undivided 100% interest in SMI’s book of insurance business and tangible and intangible assets to Scali. Following the closing of the deal, SMI will continue to operate as a wholly owned subsidiary of Scali.

The total cash consideration payable by Scali is $2,625,000. This base amount is calculated as a multiple of 8.75 times the pro forma EBITDA of $300,000 for the acquired business. The full cash payment is required at the closing. Additionally, the agreement includes a provision for contingent consideration. This amount is calculated as 8.75 multiplied by any amount by which the EBITDA attributable to the acquired business exceeds $300,000 during the twelve-month period beginning September 1, 2026, and ending August 31, 2027. If this additional consideration is earned, it is due within 90 days of the first anniversary of the closing.

The closing is contingent upon the payment of the cash purchase price, which must be made no later than September 11, 2026. The closing is deemed effective for accounting purposes at 12:01 a.m. Mountain Time on September 1, 2026, provided the payment is made. If the payment is not made by the deadline, the escrowed closing instruments will be returned, and the seller parties may terminate the agreement.

As part of the closing conditions, SMI’s managing directors, Julie Blockey and Jessica Blockey, have entered into Managing Director Agreements with Scali or its subsidiary. The Purchase Agreement also includes customary representations, warranties, covenants, and indemnification provisions, as well as confidentiality, non-piracy, non-competition, and non-solicitation covenants for the Company and its affiliates.